ZEOTECH LIMITED — AGM Information 2010

Sep 30, 2010

LACONIA RESOURCES LIMITED ABN 29 137 984 297

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

AND

PROXY FORM

Date of Meeting 3 November 2010 Time of Meeting 10:00am

Place of Meeting Level 7 MCA Building Circular Quay West SYDNEY NSW 2000

The 2010 Annual Report may be viewed on the Company’s website at

www.laconia.com.au

LACONIA RESOURCES LIMITED

ABN 29 137 984 297

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2010 Annual General Meeting of shareholders of Laconia Resources Limited (" Company ") will be held at Level 7 MCA Building, Circular Quay West, Sydney NSW 2000 on 3 November 2010 at 10:00 am for the purpose of transacting the following Business.

ORDINARY BUSINESS

2010 Financial Statements

To receive the financial statements of the Company for the year ended 30 June 2010, consisting of the Annual Financial Report, the Directors’ Report and Auditor's Report.

Resolution 1 – Re-election of Matthew Howison as a Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

" That Matthew Howison having retired as a director of the Company in accordance with the Company’s Constitution and, being eligible, having offered himself for re-election be re-elected a director of the Company. "

Pursuant to the Company’s Constitution, one-third of the directors of the Company (other than the managing director) must retire at each Annual General Meeting and being eligible may offer themselves for re-election.

Resolution 2 – Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

" That the Remuneration Report forming part of the Company’s 2010 Annual Report be adopted. "

Section 250R of the Corporations Act requires a listed company to put to shareholders at each Annual General Meeting a resolution adopting the report on the remuneration of the company’s directors, executives and senior managers included in the company’s annual report. The above resolution is being proposed to comply with this requirement. The vote on this resolution is advisory and does not bind the company’s directors.

A reasonable opportunity will be provided for discussion of the remuneration report at the Meeting.

Resolution 3 – Ratification of Allotment and Issue of Options

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rules 7.4 of the Listing Rules of the ASX and for all other purposes, the Company approves and ratifies the issue and allotment of 3,000,000 options to acquire ordinary fully paid shares in the capital of the Company at an exercise price of 20 cents and expiring on 31 March 2013 and otherwise on the terms and conditions outlined in Annexure A to persons who are not related parties of the Company for nil consideration be and is hereby approved.”

Voting Exclusion Statement

The Company will in accordance with the Listing Rules of the ASX, disregard any votes cast on Resolution 3 by any person who participated in the issue and any associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides..

1

LACONIA RESOURCES LIMITED Notice of Annual General Meeting 3 November 2010

Resolution 4 – Ratification of Allotment and Issue of Shares

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 7.4 of the Listing Rules of the ASX and for all other purposes, the Company approves and ratifies the allotment and issue of 450,000 Shares issued on terms and conditions set out in the Explanatory Statement accompanying this Notice to persons who are not related parties of the Company.”

Voting Exclusion Statement

The Company will in accordance with the Listing Rules of the ASX, disregard any votes cast on Resolution 4 by any person who participated in the issue and any associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides..

Resolution 5 – Authority to Issue and Allot Shares - Placement

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That for the purposes of Listing Rule 7.1 of the Listing Rules of ASX and for all other purposes, the directors be authorised to allot and issue up to 500,000 ordinary fully paid shares in the capital of the Company at a deemed issue price of not less than 100% of the average market price of the Company’s shares (calculated over the 5 days on which sales of shares were recorded before the day on which the issue is made), with such shares to be issued to persons who are not related parties of the Company upon the terms set out in the notice of meeting and explanatory memorandum.”

Voting Exclusion Statement

The Company will in accordance with Listing Rules of the ASX, disregard any votes cast on this resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any of their associates. However, the Company will not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

A Proxy Form is attached.

To be valid, properly completed proxy forms must be received by the Company:

• By post at: 23 Altona Street WEST PERTH WA 6005

• By facsimile on +61 8 9389 2199

By order of the Board

==> picture [101 x 42] intentionally omitted <==

____ Graeme Smith Company Secretary Date: 1 October 2010

LACONIA RESOURCES LIMITED Notice of Annual General Meeting 3 November 2010

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the shareholders of Laconia Resources Limited ( Company ) in connection with the business to be conducted at the Annual General Meeting of the Company to be held at the Level 7, MCA Building, Circular Quay West, Sydney NSW 2000, on 3 November 2010 commencing at 10:00am.

The Directors recommend that Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

Terms used in this Explanatory Memorandum will, unless the context otherwise requires, have the same meaning given to them in the glossary as contained in this Explanatory Memorandum.

At the Annual General Meeting, Shareholders will be asked to consider the following resolutions:

1. Re-electing Mr Matthew Howison as a director who retires by rotation in accordance with the Company’s constitution;

2. Adopting the remuneration report, this resolution is advisory only;

3. Ratifying the Issue and Allotment of Options;

4. Ratifying the Issue and Allotment of Shares; and

5. Authorising the Issue and Allotment of Shares.

Resolutions 1 – 5 are ordinary resolution requiring them to be passed by a simple majority of votes cast by the Shareholders entitled to vote on them.

Financial and Other Reports

As required by section 317 of the Corporations Act, the financial statements for the year ended 30 June 2010 and the accompanying Directors Report, Directors’ Declaration and Auditor’s Report will be laid before the meeting.

Neither the Corporations Act, nor the Company’s Constitution requires a vote on the reports. However, the shareholders will have an opportunity to ask questions about the report at the annual general meeting.

Resolution 1 - Re-election of Matthew Howison as a Director

Resolution 1 deals with the re-election of Mr Matthew Howison who was appointed a non-executive director on 29 June 2009 and retires as required by the Company’s Constitution and the Listing Rules and, being eligible, has offered himself for re-election.

Matthew Howison is a lawyer and investment banker who has held senior positions at NM Rothschild & Sons (Australia) Limited, Turnbulll & Partners, Goldman Sachs Australia and Salomon Smith Barney before establishing the private merchant banking firm Emerald Partners Pty Ltd. In these roles he has been involved in advising on mergers and acquisitions and capital raising transactions for major Australian and international corporations and has extensive experience in contested public company takeovers. He has particular expertise in the metals and mining, energy, renewable energy, media and technology industries. He is an active investor in and adviser to a wide range of exploration companies.

Resolution 2 – Remuneration Report

As required by the Corporations Act, the Board is presenting the Remuneration Report to Shareholders for consideration and adoption by a non – binding vote. The Remuneration Report contains:

• information about Board policy for determining the nature and amount of remuneration of the Company’s Directors and senior executives; and

• remuneration details for each Director and for each of the Company’s specified executives.

The Remuneration Report, which is part of the 2010 Annual Report, has been sent to shareholders (except those who have made an election not to receive the Annual Report). Copies of the 2010 Annual Report are available by contacting the Company or visiting the Company’s web site (www.laconia.com.au)

LACONIA RESOURCES LIMITED Notice of Annual General Meeting 3 November 2010

Resolution 3 – Ratification of Allotment and Issue of Options

ASX Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of such a ratification is to restore a company’s maximum discretionary power to issue further securities up to 15% of the issued capital of the company without requiring shareholder approval.

Resolution 3 is required to be approved in accordance with ASX Listing Rule 7.4 to ratify previous issues of Options. The Company confirms that the issue and allotment of the Options, the subject of Resolution 3 did not breach ASX Listing Rule 7.1.

Listing Rule 7.5 contains certain requirements as to the contents of a notice sent to Shareholders for the purposes of Listing Rule 7.4 and the following information is included in this Explanatory Memorandum for that purpose:

• (a) 3,000,000 options were issued by the Company on 31 March 2010;

• (b) the exercise price of the options will be 20 cents;

• (c) the options were issued on the terms and condition as outlined in Annexure A;

• (d) the options were issued to the following persons, who are not related parties of the Company, in consideration for ongoing services provided to the Company;

Bower Street Pty Ltd	500,000
Davhal Investments Pty Ltd	500,000
Mr S Mathieson	2,000,000
	3,000,000

• (e) the options were issued for no cash consideration, and therefore no funds were raised; and

• (f) a voting exclusion statement is included in this Notice.

Recommendation

The Board unanimously recommends shareholders vote in favour of Resolution 3 as it will provide the Company further flexibility should a security issue be considered desirable in the next 12 months.

Resolution 4 – Ratification of Allotment and Issue of Shares

ASX Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of such a ratification is to restore a company’s maximum discretionary power to issue further securities up to 15% of the issued capital of the company without requiring shareholder approval.

Resolution 4 is required to be approved in accordance with ASX Listing Rule 7.4 to ratify previous issues of Options. The Company confirms that the issue and allotment of the Options, the subject of Resolution 4 did not breach ASX Listing Rule 7.1.

Listing Rule 7.5 contains certain requirements as to the contents of a notice sent to Shareholders for the purposes of Listing Rule 7.4 and the following information is included in this Explanatory Memorandum for that purpose:

• (a) 250,000 shares were issued by the Company on 8 July 2010 and 200,000 shares were issued by the Company on 2 September 2010 ;

• (b) the deemed issue price of the shares was 8 cents;

• (c) the shares were issued in consideration for tenement acquisitions and rank equally with fully paid ordinary shares;

• (d) the shares were issued to the following persons, who are not related parties of the Company;

Gianni Holdings Pty Ltd	250,000
JML Resources Pty Ltd	200,000
	450,000

LACONIA RESOURCES LIMITED Notice of Annual General Meeting 3 November 2010

• (e) the shares were issued as consideration for the acquisition of tenements and therefore no funds were raised; and

• (f) a voting exclusion statement is included in this Notice.

Recommendation

The Board unanimously recommends shareholders vote in favour of Resolution 4 as it will provide the Company further flexibility should a security issue be considered desirable in the next 12 months.

Resolution 5 - Authority to Issue and Allot Shares - Placement

Resolution 5 seeks the approval of shareholders to place up to 500,000 ordinary fully paid shares, to satisfy the terms and conditions of a tenement purchase agreement.

The placement is contingent upon the granting of tenements the Company acquired from Gianni Holdings Pty Ltd. As at the date of this notice of meeting, the tenements had not been granted. If not utilised, the authority to issue shares would lapse 3 months after the date of the meeting.

ASX Listing Rule 7.1 prohibits a company from issuing shares representing more than 15% of its issued capital in any 12 month period, without the prior approval of its shareholders (subject to certain exceptions). Shareholder approval is being sought under Listing Rule 7.1 for the issue of up to 500,000 shares in the Company in order to allow it to preserve its ability to issue up to 15% of its issued capital in the next 12 months. In accordance with ASX Listing Rule 7.3 the following information is provided to shareholders:

• a) the maximum number of securities that may be issued under Resolution 5 is 500,000 fully paid shares.

• b) any shares issued in accordance with Resolution 5 will be issued and allotted within 3 months from the date of the annual general meeting (or such later date as approved by ASX).

• c) the shares will be issued at a deemed price which is not less than 100% of the average market price of the Company’s shares, calculated over the last 5 days on which sales in the Company’s shares were recorded on ASX before the day on which the issue is made.

• d) the name of the allottee is Gianni Holdings Pty Ltd.

• e) any shares issued pursuant to Resolution 5 will rank equally in all respects with existing ordinary fully paid shares on issue in the Company.

• f) no funds will be raised by the issue of any shares.

• g) any issue of shares will be made as a single allotment.

• h) a voting exclusion statement is included in this Notice.

Recommendation

The Board unanimously recommends shareholders vote in favour of Resolution 5 as it will provide the Company further flexibility should a security issue be considered desirable in the next 12 months.

Capital Structure of the Company

The capital structure of the Company following successful completion of the issue and allotments of the Resolutions 3 - 5 is summarised below:

Details of Number of Shares and Options:

s of Number of Shares and Options:
	Shares	Options
Current	69,270,010	20,700,000
Option Issue – Resolution 3 (already issued)		3,000,000
Placement - Resolution 4 (already issued)	450,000
Placement Facility – Resolution 5	500,000
TOTAL	70,220,010	23,700,000

LACONIA RESOURCES LIMITED Notice of Annual General Meeting 3 November 2010

GLOSSARY

In this Explanatory Memorandum and the Notice, the following terms have the following meanings unless the context otherwise requires:

ASX	means ASX Ltd ABN 98 008 624 691 and, where the context permits, the
	Australian Securities Exchange operated by ASX Ltd.
Board	means the board of Directors of the Company.
Company	means Laconia Resources Limited ACN 137 984 297.
Corporations Act	means the Corporations Act 2001.
Director	means a director of the Company.
Explanatory Memorandum	means this information attached to the Notice, which provides information
	to Shareholders about the Resolutions contained in the Notice.
Listing Rules	means the listing rules of ASX.
Notice or Notice of Meeting	means the Notice of Annual General Meeting accompanying this
	Explanatory Memorandum.
Resolution	means a resolution contained in the Notice.
Share	means a fully paid ordinary share in the capital of the Company.

ANNEXURE A

TERMS AND CONDITIONS 20 CENT OPTIONS EXPIRING 31 MARCH 2013

The Options to be issued pursuant to the Resolutions will be issued on the following terms:

1. Each Option shall be issued for no consideration.

2. Each Option entitles the holder to subscribe for one Share in Laconia Resources Limited ACN 137 984 297 ("Company") upon the payment of 20 cents per Share subscribed for.

3. The Options will lapse at 5.00 pm, Western Standard Time on 31 March 2013 ("Expiry Date").

4. The Options are not transferable except to a related party, and will not be listed for official quotation on the ASX.

5. There are no participating rights or entitlements inherent in these Options and holders of the Options will not be entitled to participate in new issues of capital that may be offered to shareholders during the currency of the Option.

6. Option holders have the right to exercise their Options prior to the date of determining entitlements to any capital issues to the then existing shareholders of the Company made during the currency of the Options, and will be granted a period of at least 10 business days before books closing date to exercise the Options.

7. In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to the holders of Shares after the date of issue of the Options, the exercise price of the Options will be adjusted in accordance with the formula set out in ASX Listing Rule 6.22.2;

8. In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the Options will be re-organised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged.

9. The Options shall be exercisable at any time until the Expiry Date (" Exercise Period ") by the delivery to the registered office of the Company of a notice in writing (" Notice ") stating the intention of the option holder to exercise all or a specified number of Options held by them accompanied by an Option certificate and a cheque made payable to the Company for the subscription monies for the Shares. The Notice and cheque must be received by the Company during the Exercise Period. An exercise of only some Options shall not affect the rights of the option holder to the balance of the Options held by it.

10. The Company shall allot the resultant Shares and deliver a statement of shareholdings with a holders’ identification number within 5 business days of exercise of the Options.

11. The Shares allotted shall rank, from the date of allotment, equally with the existing ordinary shares of the Company in all respects.

LACONIA RESOURCES LIMITED ABN 29 137 984 297 PROXY FORM

The Company Secretary Laconia Resources Limited 23 Altona Street WEST PERTH WA 6005

Facsimile: +61 8 9389 2199

I/We (name of shareholder) ........... ....... ................................................................................................................. of (address) ....................................................................................................................................................... being a member/members of Laconia Resources Limited HEREBY APPOINT (name) ............................................................................................................................................................... of (address) ....................................................................................................................................................... and/or failing him (name) ....................................................................................................................................... of (address) .................................................................................................................................................... or failing that person then the Chairperson of the meeting as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 3 November 2010 and at any adjournment of the meeting.

PROXY INSTRUCTIONS

If you wish to instruct your proxy how to vote, insert “X” in the appropriate column against the item of business set out below.

If you do not wish to direct your proxy how to vote please place a mark in the box. By marking this box, you acknowledge that the Chairperson may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as a proxy holder will be disregarded because of that interest. The Chairperson has advised that his intention is to vote in favour of the resolutions.

==> picture [44 x 36] intentionally omitted <==

----- Start of picture text -----

�
----- End of picture text -----

If you do not mark this box, and you have not directed your proxy how to vote, the Chairperson will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

Should you so desire to direct the Proxy how to vote, you should place a cross in the appropriate box(es) below: I/We direct my/our Proxy to vote in the following manner:

RESOLUTION		FOR	AGAINST	ABSTAIN
1	Re-election of Matthew Howison	�	�	�
2	Remuneration Report	�	�	�
3	Ratification of Allotment and Issue of Options	�	�	�
4	Ratification of Allotment and Issue of Shares	�	�	�
5	Authority to Issue & Allot Shares	�	�	�

This Proxy is appointed to represent_ % of my voting right, or if 2 proxies are appointed Proxy 1 represents__% and Proxy 2 represents_% of my total votes. My total voting right is___ Shares.

SIGNATURE OF SECURITY HOLDERS – PLEASE SIGN HERE

Individual or Shareholder 1 Joint Shareholder 2 Joint Shareholder 3 Sole Director & Sole Company Director / Company Secretary Director Secretary Dated this Day of 2010

INSTRUCTIONS FOR APPOINTMENT OF PROXY

1. A shareholder entitled to attend and vote is entitled to appoint no more than two proxies to attend and vote at this Annual General Meeting as the shareholder’s proxy. A proxy need not be a shareholder of the Company.

2. Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the shareholder’s voting rights. Fractions shall be disregarded.

3. The proxy form must be signed personally by the shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed in accordance with its constitution or its duly authorised attorney. In the case of joint shareholders, this proxy must be signed by each of the joint shareholders, personally or by a duly authorised attorney.

4. If a proxy is executed by an attorney of a shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the Company, must accompany the proxy form.

5. To be effective, forms to appoint proxies must be received by the Company no later than 48 hours before the time appointed for the holding of this Annual General Meeting that is by 10:00 am WST on 1 November 2010 by post or facsimile to the respective addresses stipulated in this proxy form.

6. If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:

7. (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands;

8. (c)

9. if the proxy is the Chairperson, the proxy must vote on a poll and must vote that way; and

10. (d) if the proxy is not the Chairperson, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a shareholder, the proxy can cast any votes the proxy holds as a shareholder in any way that the proxy sees fit.