ZEOTECH LIMITED - AGM Information 2012

LACONIA RESOURCES LIMITED ACN 137 984 297

NOTICE OF ANNUAL GENERAL MEETING

TIME : 1.30pm DATE : 30 November 2012

PLACE : The Park Business Centre, 45 Ventnor Avenue, West Perth

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9486 1599.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	10
Glossary	31
Schedule 1 – Summary of Executive Plan	33
Schedule 2 – Terms and Conditions of Unlisted Options	36
Schedule 3 – Valuation of Related Party Unlisted Options	38
Schedule 4 - Proportional Takeover Provisions – Schedule 5	39
Proxy Form

IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

Notice is given that the meeting of the Shareholders to which this Notice of Meeting relates will be held at 1.30pm on 30 November 2012 at:

The Park Business Centre 45 Ventnor Avenue West Perth WA 6005

YOUR VOTE IS IMPORTANT

The business of the Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4.00pm (WST) on 28 November 2012.

VOTING IN PERSON

To vote in person, attend the Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

each member has a right to appoint a proxy;
the proxy need not be a member of the Company; and
a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not

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specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
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; and
if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting;
the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2012 together with the declaration of the directors, the director’s report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2012.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(d) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – SHARES

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 23,643,751 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need 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.

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4. RESOLUTION 3 – PLACEMENT – OPTIONS

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 15,000,000 Options to Indian Ocean Capital Pty Ltd on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will 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 associates of those persons. However, the Company need 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.

5. RESOLUTION 4 – APPROVAL OF 10% PLACEMENT CAPACITY– SHARES

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

“That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution 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 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.

6. RESOLUTION 5 – ADOPTION OF PERFORMANCE RIGHTS PLAN

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

“That, subject to ASIC relief, and for the purposes of Listing Rule 7.2 (Exception 9(b)) and for all other purposes, approval is given for the Company to establish and maintain a performance rights plan ( Executive Plan ) on the terms and conditions summarised in the accompanying Explanatory Statement”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any Director, other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors. However, the Company need 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.

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Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(c) the proxy is the Chair; and (d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

7. RESOLUTION 6 – ISSUE OF OPTIONS TO RELATED PARTY – MR MATTHEW HOWISON

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue 3,750,000 Options to Mr Matthew Howison (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Matthew Howison (or his nominee) and any of his associates. However, the Company need 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

8. RESOLUTION 7 – ISSUE OF OPTIONS TO RELATED PARTY – MR IAN STUART

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue 10,000,000 Options to Mr Ian Stuart (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Ian Stuart (or his nominee) and any of his associates. However, the Company need 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

However, the above prohibition does not apply if:

9. RESOLUTION 8 – ISSUE OF OPTIONS TO RELATED PARTY – DR SALIBA SASSINE

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue 3,750,000 Options to Dr Saliba Sassine (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Dr Saliba Sassine (or his nominee) and any of his associates. However, the Company need 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

However, the above prohibition does not apply if:

(d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

10. RESOLUTION 9 – ISSUE OF OPTIONS TO RELATED PARTY – MR VINCENT ALGAR

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

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“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue 7,500,000 Options to Mr Vincent Algar (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Vincent Algar (or his nominee) and any of his associates. However, the Company need 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(c) the proxy is the Chair; and (d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

11. RESOLUTION 10 – PLACEMENT – OPTIONS TO SENIOR CONTRACT MANAGEMENT OF THE COMPANY

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 6,250,000 Options to Senior Contract Management on the terms and conditions set out in the Explanatory Statement.”

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either: (i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if: (c) the proxy is the Chair; and

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(d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

12. RESOLUTION 11 – APPROVAL OF EMPLOYEE INCENTIVE OPTION PLAN

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

“That, for the purpose of ASX Listing Rule 7.2 (Exception 9) and for all other purposes, approval is given to adopt the Company’s Incentive Option Plan and to issue securities under that plan on the terms and conditions summarised in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a director of the Company (except one who is ineligible to participate in any employee incentive plan in relation to the Company) and any associates of those persons. However, the Company need 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

However, the above prohibition does not apply if:

(c) the proxy is the Chair of the Meeting; and (d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

13. RESOLUTION 12 – RE-ELECTION OF DIRECTOR – MR MATTHEW HOWISON

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

“That, for the purpose of clause 6.3 of the Constitution and for all other purposes, Mr Matthew Howison, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

14. RESOLUTION 13 – RE-ELECTION OF DIRECTOR – DR SALIBA SASSINE

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

“That, for the purpose of clause 6.2 of the Constitution and for all other purposes, Dr Saliba Sassine, a Director who was appointed on 22 June 2012, retires, and being eligible, is re-elected as a Director.”

15. RESOLUTION 14 – RE-ELECTION OF DIRECTOR – MR VINCENT JAMES ALGAR

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

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“That, for the purpose of clause 6.2 of the Constitution and for all other purposes, Mr Vincent Algar, a Director who was appointed on 2 July 2012, retires, and being eligible, is re-elected as a Director.”

16. RESOLUTION 15 – INSERTION OF PROPORTIONAL TAKEOVER APPROVAL PROVISIONS IN THE CONSTITUTION

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

“That, for the purpose of Section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to amend its existing Constitution to include an additional clause in the manner outlined in the Explanatory Statement.”

DATED: 26 OCTOBER 2012

BY ORDER OF THE BOARD

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MATTHEW EDMONDSON COMPANY SECRETARY

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EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2012 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.laconia.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the previous financial year was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

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2.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

2.4 Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy.

You must direct your proxy how to vote on this Resolution . Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member).

You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel .

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

3. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – SHARES

3.1 General

On 3 September 2012, the Company issued 23,643,751 Shares at an issue price of $0.02 per Share to raise approximately $0.47 million.

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

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3.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

(a) 23,643,751 Shares were allotted;
(b) the issue price was $0.02 per Share;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Shares were allotted and issued to clients of Indian Ocean Capital Pty Ltd. None of these subscribers are related parties of the Company; and
(e) the funds raised from this issue were used to enable the Company to complete its next phase of exploration, including its recently announced 2,200m underground diamond drilling programme at its Peru Rasuhuilca Project.

4. RESOLUTION 3 – PLACEMENT – OPTIONS

4.1 General

On 13 September 2012, the Company lodged with ASIC a Rights Issue Offer Document for a non-renounceable entitlement issue of one (1) Share for every two (2) Shares held by Shareholders on the record date, at an issue price of $0.02 per Share to raise up to approximately $1,812,688 ( Offer ).

Pursuant to an underwriting agreement between Indian Ocean Capital Pty Ltd ( IOC ) and the Company dated 13 September 2012 and letters of variation to the underwriting agreement dated 13 September 2012 and 12 October 2012 ( Underwriting Agreement ), the Company appointed IOC as underwriter to the Offer.

The Company has agreed to, subject to shareholder approval, issue IOC 15,000,000 options exercisable at 6 cents on or before 30 September 2018 ( Underwriter Options ) as consideration for its underwriting obligation.

Resolution 3 seeks Shareholder approval for the allotment and issue of the Underwriter Options ( Placement ).

A summary of Listing Rule 7.1 is set out in Section 3.1 above.

The effect of Resolution 3 will be to allow the Company to issue the Underwriter Options pursuant to the Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

4.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 3:

(a) the maximum number of Options to be issued is 15,000,000;

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(b) the Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
(c) the Options will be issued for nil cash consideration in satisfaction of services provided by IOC;
(d) the deemed issue price will be 6 cents per Option;
(e) the Options will be allotted and issued to IOC who is not a related party of the Company;
(f) the Options will be issued on the terms and conditions set out in Schedule 2; and
(g) no funds will be raised from the Placement as the Options are being issued in consideration for IOC’s underwriting obligations pursuant to the Underwriting Agreement.

5. RESOLUTION 4 – APPROVAL OF 10% PLACEMENT CAPACITY – SHARES

5.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital ( 10% Placement Capacity ).

The Company is an Eligible Entity.

If Shareholders approve Resolution 4, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in Section 5.2 below).

The effect of Resolution 4 will be to allow the Company to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

Resolution 4 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 4 for it to be passed.

5.2 ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

(a) is not included in the S&P/ASX 300 Index; and

(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

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The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $7,069,482.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has one class of Equity Securities on issue, being the Shares (ASX Code: LCR).

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

A is the number of Shares on issue 12 months before the date of issue or agreement:
(i) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;
(ii) plus the number of partly paid shares that became fully paid in the previous 12 months;
(iii) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid ordinary shares under the entity’s 15% placement capacity without shareholder approval; and
(iv) less the number of Shares cancelled in the previous 12 months.
D is 10%.
E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

5.3 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 4:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 ASX trading days of the date in Section 5.3(a)(i), the date on which the Equity Securities are issued.

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(b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

(i) 12 months after the date of this Meeting; and
(ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid).

( 10% Placement Capacity Period ).

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 4 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows:

(i) the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity;
(ii) two examples where Variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
(iii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the current market price.

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Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A2)
		Dilution
	Issue Price (per Share)	0.013 50% decrease in Issue Price	0.026 Issue Price	0.039 50% increase in Issue Price

271,903,141 (Current Variable A)	Shares issued - 10% voting dilution	27,190,314 Shares	27,190,314 Shares	27,190,314 Shares

	Funds raised	$353,474	$706,948	$1,060,422
407,854,712 (50% increase in Variable A)*	Shares issued - 10% voting dilution	40,785,471 Shares	40,785,471 Shares	40,785,471 Shares
	Funds raised	$530,211	$1,060,422	$1,590,633
543,806,282 (100% increase in Variable A)*	Shares issued - 10% voting dilution	54,380,628 Shares	54,380,628 Shares	54,380,628 Shares
	Funds raised	$706,948	$1,413,896	$2,120,844

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a prorata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

There are currently 271,903,141 Shares on issue as at the date of this Notice of Meeting.
The issue price set out above is the closing price of the Shares on the ASX on 11 October 2012.
The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.
The issue of Equity Securities under the 10% Placement Facility consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.
The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

(iv) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

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(v) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

(i) as cash consideration in which case the Company intends to use funds raised for to continue exploration at the Company’s Rasuhuilca project or to fund the investigation or acquisition of additional assets that complement the Company’s existing projects, or otherwise to supplement working capital, depending on the prevailing circumstances of the Company at the time of the issue; or
(ii) as non-cash consideration for the acquisition of new resources, assets and investments, in such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

(e)

Allocation under the 10% Placement Capacity

The allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).

Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the allottees under the 10% Placement Facility will be vendors of the new resources, assets or investments.

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(f) Previous Approval under ASX Listing Rule 7.1A

The Company has not previously obtained approval under ASX Listing Rule 7.1A.

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it will give to ASX:

(i) a list of the allottees of the Equity Securities and the number of Equity Securities allotted to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

(ii) the information required by Listing Rule 3.10.5A for release to the market.

5.4 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 4.

6. RESOLUTION 5 – ADOPTION OF EXECUTIVE PERFORMANCE RIGHTS PLAN

6.1 General

The Board has resolved to adopt an executive performance rights plan ( Executive Plan ) under which Eligible Executives may be granted a Performance Right to acquire Shares in the Company.

The adoption of the Executive Plan is subject to relief from ASIC pursuant to section 741(1) of the Act. The Company intends to apply to ASIC for an exemption from the requirements of Parts 6D.2 and 6D.3 of the Act pursuant to section 1020F(1) of the Act that ASIC grant the Company an exemption from the requirements of Part 7.9 of the Act, to enable the Company to offer the Performance Rights to its executive directors and full time and part time employees pursuant to the Executive Plan without a disclosure document or product disclosure statement.

The Performance Rights offered or granted will be subject to Performance Conditions, as determined by the Board.

The intention of the Executive Plan is to reward Eligible Executives of the Company and to provide ongoing incentives. For the avoidance of doubt, Eligible Executives include executive directors and full-time and part-time employees, and to the extent permitted by ASIC, consultants or casual employees of the Company, however, do not include non-executive directors. Approval is not being sought in this Notice for Directors to participate in the Executive Plan. Any Directors who are invited to participate in the Executive Plan will need to receive shareholder approval to do so.

Resolution 5 seeks Shareholder approval under ASX Listing Rule 7.2 - Exception 9 for the Executive Plan.

The objective of the Executive Plan is to provide the Company with a remuneration mechanism, through the issue of securities in the capital of the Company, to motivate and reward the performance of Eligible Executives in

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achieving specified performance requirements within a specified performance period.

The Board will ensure that any Performance Conditions attached to the securities issued pursuant to the Executive Plan are aligned with the successful growth of the Company’s business activities.

Eligible Executives of the Company have been, and will continue to be, instrumental in the growth of the Company. The Directors consider that the Executive Plan is an appropriate method to:

(a) assist in the reward, retention and motivation of Eligible Executives;
(b) link the reward of Eligible Executives to performance and the creation of Shareholder value;
(c) align the interests of Eligible Executives more closely with the interests of Shareholders by providing an opportunity for Eligible Executives to receive an equity interest in the form of Performance Right.
(d) provide Eligible Executives with the opportunity to share in any future growth in value of the Company; and
(e) provide greater incentive for Eligible Executives to focus on the Company’s longer term goals.

The Executive Plan will be used as part of the remuneration planning for Eligible Executives.

6.2 ASX Listing Rule 7.2 - Exception 9

One of the exceptions to ASX Listing Rule 7.1 is Listing Rule 7.2 – Exception 9(b), which provides that ASX Listing Rule 7.1 does not apply to an issue under an employee incentive scheme if, within the 3 years before the date of issue, shareholders have approved the issue as an exception to ASX Listing Rule 7.1.

The effect of Resolution 5 will be to allow the Directors to grant Performance Rights pursuant to the Executive Plan during the period of 3 years after the Meeting (or a longer period, if allowed by ASX), and to issue Shares to Eligible Executives if they achieve Performance Conditions of the Performance Rights, without using the Company’s 15% annual placement capacity.

In the case of a Director, no Performance Rights may be issued to the Director without separate Shareholder approval pursuant to ASX Listing Rule 10.14.

6.3 Information required by the ASX Listing Rules – Terms of the Executive Plan

A summary of the terms of the Executive Plan is provided in Schedule 1 to this Explanatory Memorandum. A copy of the Executive Plan will be made available to any Shareholder on request.

The Executive Plan has not been previously approved by Shareholders and no Performance Rights have been issued under the Executive Plan as at the date of the Explanatory Memorandum.

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7. RESOLUTION 6, 7, 8 AND 9 – ISSUE OF OPTIONS TO RELATED PARTIES – MR MATTHEW HOWISON, DR SALIBA SASSINE, MR IAN STUART AND MR VINCENT ALGAR

7.1 General

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue a total of 25,000,000 Options ( Related Party Options ) to Messrs Howison, Sassine, Stuart and Algar ( Related Parties ) on the terms and conditions set out below.

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of the Related Party Options constitutes giving a financial benefit and Messrs Howison, Sassine, Stuart and Algar are related parties of the Company by virtue of being Directors.

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

It is the view of the Company that the exceptions set out in sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Related Party Options to the Related Parties.

7.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Related Party Options:

(a) the related parties are Messrs Howison, Sassine, Stuart and Algar and they are related parties by virtue of being Directors;
(b) the maximum number of Related Party Options (being the nature of the financial benefit being provided) to be granted to the Related Parties is:
(i) 3,750,000 Related Party Options to Mr Matthew Howison;
(ii) 3,750,000 Related Party Options to Dr Saliba Sassine;
(iii) 10,000,000 Related Party Options to Mr Ian Stuart; and
(iv) 7,500,000 Related Party Options to Mr Vincent Algar;

(c) the Related Party Options will be granted to the Related Parties no later than 1 month after the date of the Meeting (or such later date as

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permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Related Party Options will be issued on one date;

(d) the Related Party Options will be granted for nil cash consideration, accordingly no funds will be raised;
(e) the terms and conditions of the Related Party Options are set out in Schedule 2;
(f) the value of the Related Party Options and the pricing methodology is set out in Schedule 3;
(g) the relevant interests of the Related Parties in securities of the Company are set out below:

Participating Director	Shares	Options	Performance Shares	Convertible Notes
Mr Matthew Howison	2,575,000	1,250,0001
Dr Saliba Sassine	26,505,000	Nil	12,500,0003	14
Mr Ian Stuart	7,050,000	2,500,0002
Mr Vincent Algar	16,000	Nil

Notes:

1 20 cent options expiring 30 September 2014 and held indirectly through Laconia Holdings Pty Ltd.

2 20 cent options expiring 30 September 2014.

3 Saliba Sassine’s performance shares are held indirectly through Gold Mines of Peru Limited.

4 An unsecured convertible note with an aggregate face value of $650,000, convertible as to principal to 6,500,000 Shares at a conversion price equal to $0.10 per Share and attracting interest at the rate of 10% per annum. Interest accrues monthly and is only convertible to Shares (max of 1.3m). The note expires on 20 June 2014.

(h) the remuneration and emoluments from the Company to the Related Parties for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Director	Amount	Amount
	Current financial year	Previous financial year
Mr Matthew Howison	$59,000	$59,000
Dr Saliba Sassine	$103,000	Nil
Mr Ian Stuart	$265,000	$265,000
Mr Vincent Algar	$155,000	Nil

(i) if the Related Party Options granted to the Related Parties are exercised, a total of 25,000,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 271,903,141 to

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296,903,141 (assuming that no other Options are exercised, no other Shares are issued and no shares other than those contemplated by the Resolutions of this Notice are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 9.19%, comprising 1.38% by Mr Howison, 1.38% by Dr Sassine, 3.68% by Mr Stuart and 2.76% by Mr Algar.

The market price for Shares during the term of the Related Party Options would normally determine whether or not the Related Party Options are exercised. If, at any time any of the Related Party Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Related Party Options, there may be a perceived cost to the Company.

(j) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	0.0513	6 December 2011
Lowest	0.0187	7 August 2012
Last	0.026	11 October 2012

(k) the Board acknowledges the grant of Related Party Options to the Related Parties is contrary to Recommendation 8.3 of The Corporate Governance Principles and Recommendations with 2010 Amendments (2[nd] Edition) as published by The ASX Corporate Governance Council. However, the Board considers the grant of Related Party Options to the Related Parties is reasonable in the circumstances for the reason set out above;
(l) the primary purpose of the grant of the Related Party Options to the Related Parties is to provide a performance linked incentive component in the remuneration package for the Related Parties to motivate and reward the performance of the Related Parties in their respective roles as Directors;
(m) Mr Matthew Howison declines to make a recommendation to Shareholders in relation to Resolution 6 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Related Party Options in the Company should Resolution 6 be passed. However, in respect of Resolutions 7, 8 and 9, Mr Howison recommends that Shareholders vote in favour of those Resolutions for the following reasons:
(i) the grant of Related Party Options to the Related Parties, in particular, the vesting conditions of the Related Party Options, will align the interests of the Related Parties with those of Shareholders;
(ii) the grant of the Related Party Options is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties; and

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(iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Related Party Options upon the terms proposed;
(n) Mr Ian Stuart declines to make a recommendation to Shareholders in relation to Resolution 7 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Related Party Options in the Company should Resolution 7 be passed. However, in respect of Resolutions 6, 8 and 9, Mr Stuart recommends that Shareholders vote in favour of those Resolutions for the reasons set out in clause 7.2(m).
(o) Dr Saliba Sassine declines to make a recommendation to Shareholders in relation to Resolution 8 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Related Party Options in the Company should Resolution 8 be passed. However, in respect of Resolutions 6, 7 and 9, Dr Sassine recommends that Shareholders vote in favour of those Resolutions for the reasons set out in clause 7.2(m).
(p) Mr Vincent Algar declines to make a recommendation to Shareholders in relation to Resolution 9 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Related Party Options in the Company should Resolution 9 be passed. However, in respect of Resolutions 6, 7 and 8, Mr Stuart recommends that Shareholders vote in favour of those Resolutions for the reasons set out in clause 7.2(m).
(q) in forming their recommendations, each Director considered the experience of each other Related Party, the current market price of Shares, the current market practices when determining the number of Related Party Options to be granted as well as the exercise price and expiry date of those Related Party Options; and
(r) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 6 to 9.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Related Party Options to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Related Party Options to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

8. RESOLUTION 10 – PLACEMENT – OPTIONS TO SENIOR CONTRACT MANAGEMENT OF THE COMPANY

8.1 General

Resolution 10 seeks Shareholder approval for the allotment and issue of 6,250,000 Options in consideration for services provided to the Company ( Placement ).

A summary of ASX Listing Rule 7.1 is set out in section 4.1 above.

The effect of Resolution 10 will be to allow the Company to issue the Options pursuant to the Placement during the period of 3 months after the Meeting (or a

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longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

8.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:

(a) the maximum number of Options to be granted to the senior contract management of the Company is:
(i) 1,250,000 Options to Ralph Nicholson;
(ii) 500,000 Options to Kaylie Porter-Smith; and
(iii) 4,500,000 Options to Matthew Edmondson.
(b) the Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
(c) the Options will be issued for nil cash consideration but as part of their remuneration as senior contract managers of the Company;
(d) the Options will be allotted and issued to Messrs Ralph Nicholson, Kaylie Porter-Smith and Matthew Edmondson who are not related parties of the Company;
(e) the Options will be issued on the terms and conditions set out in Schedule 2; and
(f) no funds will be raised from the issue of Options set out above as the Options are being issued as part of the remuneration of senior contract managers of the Company.

9. RESOLUTION 11 – APPROVAL OF EMPLOYEE INCENTIVE OPTION PLAN

9.1 General

To ensure that the Company has appropriate mechanisms to continue to attract and retain the services of executive directors and employees of a high calibre, the Company has established the “Laconia Resources Limited Employee Incentive Option Plan” ( Plan ).

Resolution 11 seeks Shareholder approval under exception 9(b) of ASX Listing Rule 7.2 to allow the grant of Options under the Plan ( Incentive Options ), and the issue of Shares on exercise of the Incentive Options, as an exception to ASX Listing Rule 7.1.

The grant of Incentive Options will only fall within exception 9(b) of ASX Listing Rule 7.2 if the Incentive Options are issued under an employee incentive option plan approved by shareholders within three years before the date of issue.

If Resolution 11 is passed, the Company will have the ability to issue Incentive Options to Eligible Participants under the Plan over a period of three years without impacting on the Company’s 15% placement capacity under ASX Listing Rule 7.1.

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The executive Directors and employees of the Company have been, and will continue to be, instrumental in the growth of the Company. The Directors consider that the Plan is an appropriate method to:

(a) reward executive Directors and employees for their past performance;
(b) provide long term incentives for participation in the Company’s future growth;
(c) motivate executive Directors and generate loyalty from senior employees; and
(d) assist to retain the services of valuable executive Directors and employees.

The Plan will be used as part of the remuneration planning for executive Directors and employees. The Corporate Governance Council Guidelines recommend that executive remuneration packages involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the company’ circumstances and goals. Nonexecutive Directors are not eligible to participate in the Plan.

The Plan has not been previously approved by Shareholders and no Incentive Options have yet been issued under the Plan.

The key terms of the Plan are summarised in Section 9.2 below. A full copy of the Plan is available for inspection at the Company’s registered office until the date of the Meeting.

9.2 Employee Incentive Option Plan Summary

(a) Eligibility and Grant of Incentive Options : The Board may grant Incentive Options to any full or part time employee or executive Director (but not a non-executive Director) of the Company or an associated body corporate. Incentive Options may be granted by the Board at any time.
(b) Consideration : Each Incentive Option issued under the Plan will be issued for nil cash consideration.
(c) Conversion: Each Incentive Option is exercisable into one Share in the Company ranking equally in all respect with the existing issued Shares in the Company.
(d) Exercise Price and Expiry Date : The exercise price and expiry date for Incentive Options granted under the Plan will be determined by the Board prior to the grant of the Incentive Options.
(e) Exercise Restrictions : The Incentive Options granted under the Plan may be subject to conditions on exercise as may be fixed by the Directors prior to grant of the Incentive Options ( Exercise Conditions ). Any restrictions imposed by the Directors must be set out in the offer for the Incentive Options.
(f) Lapsing of Incentive Options : Subject to the terms of the Offer made to a Participant, an unexercised Incentive Option will lapse:
(i) on its Expiry Date;
(ii) if any Exercise Condition is unable to be met; and

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(iii) subject to certain exceptions, on the eligible participant ceasing employment with the Company.
(g) Share Restriction Period : Shares issued on the exercise of Incentive Options may be subject to a restriction that they may not be transferred or otherwise dealt with until a Restriction Period has expired, as specified in the offer for the Incentive Options.
(h) Disposal of Options: Incentive Options will not be transferable and will not be quoted on the ASX, unless the offer provides otherwise.
(i) Trigger Events : The Company may permit Incentive Options to be exercised in certain circumstances where there is a change in control of the Company (including by takeover) or entry into a scheme of arrangement.
(j) Participation in Rights Issues and Bonus Issues:
(i) There are no participating rights or entitlements inherent in the Incentive Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Incentive Options.
(ii) The Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least six (6) Business Days after the issue is announced. This will give Option holders the opportunity to exercise their Incentive Options prior to the date for determining entitlements to participate in any such issue.
(iii) If the Company makes a pro rata issue of securities (except a bonus issue) to the holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the Option Exercise Price shall be reduced according to the formula specified in the Listing Rules.
(iv) In the event of a bonus issue of Shares being made pro-rata to Shareholders, (other than an issue in lieu of dividends), the number of Shares issued on exercise of each Option will include the number of bonus Shares that would have been issued if the Option had been exercised prior to the record date for the bonus issue. No adjustment will be made to the exercise price per Share of the Option.
(k) Reorganisation : The terms upon which Incentive Options will be granted will not prevent the Incentive Options being re-organised as required by the Listing Rules on the re-organisation of the capital of the Company.
(l) Limitations on Offers : The Company must take reasonable steps to ensure that the number of Shares to be received on exercise of Incentive Options offered under an offer when aggregated with:
(i) the number of Shares that would be issued if each outstanding offer for Shares, units of Shares or options to acquire Shares under the Plan or any other employee share scheme of the Company were to be exercised or accepted; and

(ii) the number of Shares issued during the previous 5 years from the exercise of Incentive Options issued under the Plan (or any

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other employee share plan of the Company extended only to Eligible Participants),

does not exceed 5% of the total number of Shares on issue at the time of an offer (but disregarding any offer of Shares or option to acquire Shares that can be disregarded in accordance with ASIC Class Order 03/184).

10. RESOLUTION 12 – RE-ELECTION OF DIRECTOR – MR MATTHEW HOWISON

Clause 6.3 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

A Director who retires by rotation under clause 6.3 of the Constitution is eligible for re-election.

The Company currently has three Directors and accordingly one must retire.

Mr Matthew Howison, the Director longest in office since his last election, retires by rotation and seeks re-election.

11. RESOLUTION 13 – RE-ELECTION OF DIRECTOR – DR SALIBA SASSINE

Clause 6.2(b) of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following general meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Dr Saliba Sassine will retire in accordance with clause 6.3(i) of the Constitution and being eligible seeks re-election.

12. RESOLUTION 14 – RE-ELECTION OF DIRECTOR – MR VINCENT JAMES ALGAR

Mr Vincent Algar will retire in accordance with clause 6.3(i) of the Constitution and being eligible seeks re-election.

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13. RESOLUTION 15 – INSERTION OF PROPORTIONAL TAKEOVER APPROVAL PROVISIONS IN THE CONSTITUTION

13.1 General

Pursuant to Section 136 of the Corporations Act, a company may adopt, repeal or amend its constitution by special resolution of Shareholders.

Resolution 15 is a special resolution which will enable the Company to amend its existing Constitution to renew Schedule 5 (set out in Schedule 4 of this Notice) which relates to proportional takeover approval under section 648D of the Corporations Act ( Schedule 5 ).

The adoption of this rule only operates for 3 years, and then ceases to apply unless renewed by a further special resolution of members. The Company Constitution previously contained Schedule 5 relating to proportional takeover approval; however, this provision is no longer effective as it ceases to apply on the third anniversary of its last adoption, or last renewals, in accordance with the Corporations Act.

Shareholders are invited to contact the Company if they wish to obtain a copy of the constitution, or if they have any further queries or concerns.

13.2 Proportional takeover provisions

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares.

Pursuant to section 648G of the Corporations Act, Schedule 5 provides that a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act.

The Corporations Act requires certain information to be included in a notice of meeting where a company seeks the approval of its members to adopt proportional takeover provisions.

13.3 Effects of the proportional takeover provisions

The effects of the proportional takeover provisions are that:

(a) if a bidder makes a proportional takeover bid for any class of shares in the Company, the Directors must ensure that a meeting of members of that class is convened where a resolution to approve the proportional takeover bid is voted upon. The vote is decided on a simple majority. The bidder and its associates are excluded from voting on that approving resolution;
(b) the meeting and the vote on the approving resolution must take place more than 14 days before the last day of the bid period;
(c) if the approving resolution is rejected before the deadline, the bid cannot proceed and the offer will be taken to have been withdrawn. Any transfers giving effect to takeover contracts for the bid will not be registered and all offers under the takeover bid are taken to be withdrawn and all takeover contracts must be rescinded;

(d) if the approving resolution is not voted on, the bid will be taken to have been approved; and

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(e)

if the approving resolution is passed (or taken to have been approved), the transfers must be registered (subject to other provisions of the Corporations Act and the Company's constitution).

The proportional takeover provisions do not apply to full takeover bids.

13.4 Reasons for the proportional takeover provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

The Board believes that the renewal of Schedule 5 is desirable to give members protection from these risks inherent in proportional takeover bids – this is protection that the Corporations Act provisions are intended to provide.

13.5 Potential advantages and disadvantages

The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover provisions for Shareholders include:

(a) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;
(b) assisting in preventing Shareholders from being locked in as a minority;
(c) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and
(d) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the proportional takeover provisions for Shareholders include:

(a) proportional takeover bids may be discouraged;
(b) lost opportunity to sell a portion of their Shares at a premium; and
(c) the likelihood of a proportional takeover bid succeeding may be reduced.

13.6 Knowledge of any acquisition proposals

As at the date of this Notice of Meeting, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

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13.7 Directors' recommendation on Resolution 15

The Directors believe that the renewal of Schedule 5 is in the best interests of the Company and its members and unanimously recommends that members vote in favour of Resolution 15.

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GLOSSARY

$ means Australian dollars.

10% Placement Capacity has the meaning given in section 5 of this Notice.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company means Laconia Resources Limited (ACN 137 984 297).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting:

(a) is not included in the A&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Eligible Executive means:

(a) any full time or part time employee or executive Director of the Group Company; or
(b) and to the extent permitted by ASIC, a casual employee or contractor of a Group Company,

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who is declared by the Board to be eligible to receive grants of Performance Rights under the Executive Plan.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share with the terms and conditions set out in Schedule 2.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2012.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Variable A means “A” as set out in the calculation in Section 5.2 of this Notice.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – SUMMARY OF PERFORMANCE RIGHTS PLAN

The full terms of the Executive Plan may be inspected at the registered office of the Company during normal business hours. A summary of the terms of the Executive Plan is set out below.

(a) Subject to any necessary approvals from the Company’s shareholders or as required by law or by the Listing Rules, the Board may, from time to time, at its absolute discretion grant Performance Rights to Eligible Executives with effect from the date determined by the Board, upon the terms set out in the Executive Plan and upon such additional terms and vesting conditions as the Board determines.
(b) The Board may only grant Performance Rights where an Eligible Executive continues to satisfy any relevant conditions imposed by the Board.
(c) Unless the Board determines otherwise, no payment is required for the grant or vesting of a Performance Right.
(d) The Board may terminate the Executive Plan at any time at its absolute discretion.
(f) Each Performance Right will, subject to the satisfaction of any Performance Conditions, entitle the holder to receive to one fully paid ordinary Share in the capital of the Company.
(g) Performance Rights will only vest if applicable Performance Conditions have been advised to the Participant to have been satisfied or waived by the Board. Subject to the Listing Rules, the Board may determine that additional conditions apply.
(h) The Board will advise each Eligible Executive of the following minimum information regarding the Performance Rights:
(i) the number of Performance Rights being offered;
(ii) the period or periods during which Performance Rights may vest;
(iii) the dates and times when Performance Rights lapse;
(iv) any amount that will be payable upon vesting of a Performance Right (if any);
(v) any applicable Performance Conditions; and
(vi) any other relevant conditions to be attached to the Performance Rights or the Plan Shares (including for example), any restrictions on transfer of Plan Shares).
(i) Performance Rights may only be transferred by the Participant with the consent of the Board of the Company, or by force of law upon death to the Participant’s legal personal representative or upon bankruptcy to the Participant’s trustee in bankruptcy. Where a Participant purports to transfer a Performance Right other than in accordance with the above, the Performance Right immediately lapses.
(j) A Performance Right confers no right to vote, attend meetings, participate in a distribution of profit or a return of capital or any other participating rights (including new issues) or entitlements on the Participant unless and until the Performance Right vests.
(k) The Company will not apply for official quotation of the Performance Rights on ASX.

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(l) Subject to specific agreement, board discretion and applicable laws in certain circumstances, where a Participant ceases to be eligible to participate (including where the Participant ceases to be employed, engaged or hold office with the Company), any unvested Performance Rights will lapse (or be forfeited as the case may be). Where the Participant paid for the grant of a Performance Right, the Company will repay the Participant the price paid for the grant of Performance Right (except in the case of fraudulent or dishonest actions by the Participant).
(m) An unvested Performance Right will lapse upon the earliest to occur of:
(i) the date specified by the Board in accordance with (h)(iii) above;
(ii) the Performance Right lapsing as a result of the Participant ceasing to be eligible to participate in the Executive Plan as described above at (l) ;
(iii) the Performance Right lapsing where a Participant purports to transfer a Performance Right in circumstances that are not permitted as described above at (i);
(iv) the Performance Right lapsing where a takeover bid is made as described below at (r) (subject to any agreement);
(v) failure to meet the Performance Conditions in the prescribed period; or
(vi) the day before the 5 year anniversary of the date of grant of the Performance Right.
(n) Any Plan Shares issued under the Executive Plan upon vesting of a Performance Right will rank equally with all existing Shares for the time being on issue except as regards any rights attaching to such Plan Shares by reference to a record date prior to their date of allotment.
(o) The Company will apply for quotation of the Plan Shares issued under the Executive Plan within the time period required by ASX.
(p) The Board may, in its absolute discretion, determine prior that a restriction period will apply to some or all of the Plan Shares issued or transferred to a Participant for a period of up to 3 years from the date of grant ( Restriction Period ). The Board may, in its sole discretion, having regard to the circumstances at the time, waive the Restriction Period.
(q) The board may, in its absolute discretion, determine that all or a specified number of a Participant’s Performance Rights vests where:
(i) a Takeover Bid is made; or
(ii) a Court orders a meeting to be held in relation to a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or
(iii) any person becomes bound or entitled to acquire shares in the Company under:
- (A) section 414 of the Corporations Act (upon a scheme of arrangement being approved); or
- (B) Chapter 6A of the Corporations Act (compulsory acquisition following a takeover bid); or

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(iv) the Company passes a resolution for voluntary winding up; or
(v) an order is made for the compulsory winding up of the Company.

If the Board does not make a determination, or determines that some or all of a Participant’s Performance Rights do not vest, those Performance Rights will lapse.

(r) If a company ( Acquiring Company ) obtains control of the Company as a result of:
(i) a Takeover Bid; or
(ii) a proposed scheme of arrangement between the Company and its shareholders,

the Company, the Acquiring Company and the Participant may agree, upon vesting of Performance Rights, that the Participant is to be provided with shares of the Acquiring Company or its parent in lieu of Plan Shares, on substantially the same terms and subject to substantially the same conditions as the Plan Shares, but with appropriate adjustments to the number and kind of shares subject to the Performance Rights.

(s) Subject to the requirements of the ASX Listing Rules, Corporations Act and any other applicable laws, if:
(i) shares are issued pro rata to the Company’s shareholders generally by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment) involving capitalisation of reserves or distributable profits; or
(ii) any reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the Company is effected,

the number of Performance Rights to which each Participant is entitled, or any amount payable on vesting of the Performance Rights, or both as appropriate, will be adjusted in the manner determined by the Board to ensure that no advantage or disadvantage accrues to the Participant as a result of such corporate actions.

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SCHEDULE 2 – TERMS AND CONDITIONS OF UNLISTED OPTIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

(a) In these terms, the following definitions apply:
(i) ASX means ASX Limited;
(ii) ASX Listing Rules means the listing rules of ASX;
(iii) Company means Laconia Resources Limited;
(iv) Expiry Date has the meaning as defined in clause (d) below; and
(v) Shares means ordinary shares in Laconia Resources Limited.
(b) Each Option is a right to subscribe for one Share.
(c) The exercise price of the Options is 6 cents per Option.
(d) The Options will lapse on 30 September 2018.
(e) The Options will be transferable in whole or in part with the prior approval of the Board of the Company, subject to the provisions of the Constitution of the Company, Corporations Act and the ASX Listing Rules.
(f) The Options may be exercised wholly or in part by delivering a duly completed form of notice of exercise together with a cheque for the exercise price per Option to the Company at any time on or after the date on which the Options vest and on or before the Expiry Date. Reminder notices will be forwarded to each option holder prior to the Expiry Date. Options not exercised by the Expiry Date will lapse.
(g) Upon the valid exercise of the Options and payment of the exercise price, the Company will issue Shares raking pari passu with the then issued Shares of the Company.
(h) The Company does not intend to apply for listing of the Options on the ASX.
(i) The Company shall apply for listing on the ASX of the resultant Shares issued upon exercise of any of the Options.
(j) Reconstruction of Capital : If during the currency of the Options the issued capital of the Company is reconstructed (including capital reductions and share consolidations and divisions), the number or nominal value of the Options to which the holder is entitled will be reconstructed in the same proportion as the issued capital of the Company is reconstructed in accordance with the ASX Listing Rules but in all respects the term for the exercise of the Options shall remain unchanged. Where appropriate the exercise price of the Options will be revised in accordance with the ASX Listing Rules.
(k) Bonus Issue : If there is a bonus issue to the holders of the ordinary Shares of the Company, the number of ordinary Shares over which the Option is exercisable will be increased by the number of ordinary Shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.

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(l) Rights Issue : If the Company makes a pro rata issue (other than a bonus issue), the exercise price of Options on issue will be reduced in accordance with the ASX Listing Rules.
(m) Participating Rights and Entitlements : The Options carry no right (without exercising the Options) to participate in new issues which may be offered by the Company to its Shareholders after the date of the issue of the Options or in dividends. However, the Company must give prior notice to the Option holders of any new issue before the record date for determining entitlements to the issue in accordance with ASX Listing Rules and Option holders have the right to exercise the Options prior to the record date for determining entitlements.
(n) Amendments : Despite anything else contained in these terms to the contrary, the terms and conditions may be changed by the Company to the extent it reasonably considers to be necessary to comply with the ASX Listing Rules, particularly as they may apply to a reconstruction or reorganisation of the capital of the Company at the time of reorganisation or reconstruction.

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SCHEDULE 3 – VALUATION OF RELATED PARTY UNLISTED OPTIONS

The Options to be issued to Mr Matthew Howison, Dr Saliba Sassine, Mr Ian Stuart and Mr Vincent Algar pursuant to Resolutions 6, 7, 8 and 9 have been valued by internal management.

Using the Black & Scholes option and based on the assumptions set out below, the Options were ascribed the following value:

Assumptions:

Valuation date	11 October 2012
Market price of Shares	2.5 cents
Conversion price	6 cents
Expiry date (length of time from issue)	30 September 2018
Risk free interest rate	2.44%
Volatility (discount)	80.97%

Indicative value per Option	$0.01382

Total Value of Options	$241,775.09

Matthew Howison	$36,266.26
Saliba Sassine	$36,266.26
Ian Stuart	$96,710.04
Vincent Algar	$72,532.53

Note: The valuation noted above is not necessarily the market price that the Options could be traded at and is not automatically the market price for taxation purposes.

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SCHEDULE 4 – PROPORTIONAL TAKEOVER PROVISIONS

SCHEDULE 5 - PARTIAL TAKEOVER PLEBISCITES

1. Resolution to Approve Proportional Off-Market Bid

(a) Where offers have been made under a proportional off-market bid in respect of a class of securities of the Company (“ bid class securities ”), the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under the proportional off-market bid is prohibited unless and until a resolution (in this Schedule 5 referred to as a “ prescribed resolution ”) to approve the proportional off-market bid is passed in accordance with the provisions of this Constitution.
(b) A person (other than the bidder or a person associated with the bidder) who, as at the end of the day on which the first offer under the proportional off-market bid was made, held bid class securities is entitled to vote on a prescribed resolution and, for the purposes of so voting, is entitled to one vote for each of the bid class securities.
(c) A prescribed resolution is to be voted on at a meeting, convened and conducted by the Company, of the persons entitled to vote on the prescribed resolution.
(d) A prescribed resolution that has been voted on is to taken to have been passed if the proportion that the number of votes in favour of the prescribed resolution bears to the total number of votes on the prescribed resolution is greater than one half, and otherwise is taken to have been rejected.

2. Meetings

(a) The provisions of this Constitution that apply in relation to a general meeting of the Company apply, with modifications as the circumstances require, in relation to a meeting that is convened pursuant to this Schedule 5 as if the last mentioned meeting was a general meeting of the Company.
(b) Where takeover offers have been made under a proportional offmarket bid, the Directors are to ensure that a prescribed resolution to approve the proportional off-market bid is voted on in accordance with this Schedule 5 before the 14[th] day before the last day of the bid period for the proportional off-market bid (the “ resolution deadline ”).

3. Notice of Prescribed Resolution

Where a prescribed resolution to approve a proportional off-market bid is voted on in accordance with this Schedule 5 before the resolution deadline, the Company is, on or before the resolution deadline:

(a) to give the bidder; and
(b) if the Company is listed – each relevant financial market (as defined in the Corporations Act) in relation to the Company;

a notice in writing stating that a prescribed resolution to approve the proportional off-market bid has been voted on and that the prescribed resolution has been passed, or has been rejected, as the case requires.

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4. Takeover Resolution Deemed Passed

Where, at the end of the day before the resolution deadline, no prescribed resolution to approve the proportional off-market bid has been voted on in accordance with this Schedule 5, a resolution to approve the proportional offmarket bid is to be, for the purposes of this Schedule 5, deemed to have been passed in accordance with this Schedule 5.

5. Takeover Resolution Rejected

Where a prescribed resolution to approve a proportional off-market bid under which offers have been made is voted on in accordance with this Schedule 5 before the resolution deadline, and is rejected, then:

(a) despite Section 652A of the Corporations Act:
(i) all offers under the proportional off-market bid that have not been accepted as at the end of the resolution deadline; and
(ii) all offers under the proportional off-market bid that have been accepted and from whose acceptance binding contracts have not resulted as at the end of the resolution deadline,

are deemed to be withdrawn at the end of the resolution deadline;

(b) as soon as practicable after the resolution deadline, the bidder must return to each person who has accepted any of the offers referred to in clause 5(a)(ii) of this Schedule 5 any documents that were sent by the person to the bidder with the acceptance of the offer;
(c) the bidder:
(i) is entitled to rescind; and
(ii) must rescind as soon as practicable after the resolution deadline,

each binding takeover contract resulting from the acceptance of an offer made under the proportional off-market bid; and

(d) a person who has accepted an offer made under the proportional offmarket bid is entitled to rescind the takeover contract (if any) resulting from the acceptance.

6. Renewal

This Schedule 5 ceases to have effect on the third anniversary of the date of the adoption of the last renewal of this Schedule 5.

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PROXY FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

LACONIA RESOURCES LIMITED

REGISTERED OFFICE:

ABN: 29 137 984 297

Level 1 41-43 Ord Street West Perth Western Australia 6005

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SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: [email protected] W: www.securitytransfer.com.au

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Code:

LCR

Holder Number:

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint: OR The meeting Chairperson The name of the person you are appointing (mark with an "X") (if this person is someone other than the Chairperson of the meeting). or failing the person named, or if no person is named, the Chairperson of the Meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the General Meeting of the Company to be held at 1.30 pm WST on 30 November 2012 at The Park Business Centre, 45 Ventnor Avenue, West Perth and at any adjournment of that meeting.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

SECTION B: Voting Directions to your Proxy

Please mark "X" in the box to indicate your voting directions to your Proxy.

RESOLUTIONS For Against Abstain For Against Abstain 9. ISSUE OF OPTIONS TO RELATED PARTY - 1. ADOPTION OF REMUNERATION REPORT MR VINCENT ALGAR 10. PLACEMENT - OPTIONS TO SENIOR 2. RATIFICATION OF PRIOR ISSUE - SHARES CONTRACT MANAGEMENT OF THE COMPANY 3. PLACEMENT - OPTIONS 11. APPROVAL OF EMPLOYEE INCENTIVE OPTION PLAN 4. APPROVAL OF 10% PLACEMENT 12. RE-ELECTION OF DIRECTOR - MR CAPACITY- SHARES MATTHEW HOWISON 5. ADOPTION OF PERFORMANCE RIGHTS 13. RE-ELECTION OF DIRECTOR - DR SALIBA PLAN SASSINE 6. ISSUE OF OPTIONS TO RELATED PARTY - 14. RE-ELECTION OF DIRECTOR - MR VINCENT MR MATTHEW HOWISON JAMES ALGAR 7. ISSUE OF OPTIONS TO RELATED PARTY - 15. INSERTION OF PROPORTIONAL TAKEOVER MR IAN STUART APPROVAL PROVISIONS 8. ISSUE OF OPTIONS TO RELATED PARTY - DR SALIBA SASSINE

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll

Important for Resolutions 1 and 5 to 11.

If you have not directed your proxy how to vote as your proxy in respect of Resolutions 1 and 5 to 11 and the Chair is, or may by default be, appointed your proxy, you must mark the box below.

I/we direct the Chair to vote in accordance with his/her voting intentions (as set out above) on Resolutions 1 and 5 to 11 (except where I/we have indicated a different voting intention above) and expressly authorise that the Chair may exercise my/our proxy even though Resolutions 1 and 5 to 11 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel and acknowledge that the Chair may exercise my/our proxy even if the Chair has an interest in the outcome of Resolutions 5 to 11 and that votes cast by the Chair for Resolutions 5 to 11, other than as proxy holder, will be disregarded because of that interest.

If the Chair is, or may by default be, appointed your proxy and you do not mark this box and you have not directed the Chair how to vote, the Chair will not cast your votes on Resolutions 1 and 5 to 11 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 and 5 to 11.

SECTION C: Please Sign Below

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Security Holder Security Holder 2 Security Holder 3

Sole Director and Sole Company Secretary

Director / Company Secretary

Director

5473225873 Reference Number:

LCR

NAME

My/Our contact details in case of enquiries are:

TELEPHONE NUMBER

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( )
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NOTES

1. Name and Address

This is the name and address on the Share Register of LACONIA RESOURCES LIMITED. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of a Proxy

If you wish to appoint the Chairperson of the Meeting as your Proxy please mark "X" in the box in Section A. Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairperson as your Proxy.

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a Shareholder of LACONIA RESOURCES LIMITED.

3. Directing your Proxy how to vote

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. Appointment of a Second Proxy

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form.

To appoint a second Proxy you must:

(a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and
(b) Return both forms in the same envelope.

5. Signing Instructions Individual: where the holding is in one name, the Shareholder must sign.

Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. Lodgement of Proxy

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 4.00pm WST on 28 November 2012 , being 48 hours before the time for holding the meeting subject to the ASX Settlement Operating Rules. Any Proxy form received after that time will not be valid for the scheduled meeting.

Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953

Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153

Telephone +61 8 9315 2333

Facsimile +61 8 9315 2233

Email [email protected]

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

1137225876

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ABN: 29 137 984 297 www.laconia.com.au

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All Correspondence to: Security Transfer Registrars Pty Ltd PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: [email protected] W: www.securitytransfer.com.au

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221012
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Code: LCR
Holder Number:
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Did you know you can view and update your holding details online? Visit www.securitytransfer.com.au to find out more.

REPORTING OPTIONS

Please note: If you do not complete and return this section you will not receive a printed version of the Annual Report.

Please select whether you would like to receive the following:

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Annual Reports No Yes By Mail OR By Email
Other Documents No Yes By Mail OR By Email
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SHAREHOLDER DETAILS

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Contact Name
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Contact Number
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Email Address
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@
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Should you need to change your address, please download a copy of the Change of Address form from our website:

REGISTRY DATE STAMP

www.securitytransfer.com.au

Note: CHESS holders can only amend their address by advising their sponsoring broker.

This information is to be collected by Security Transfer Registrars Pty Ltd ('Security Transfer') in its capacity as a share registry for issuers of securities. Your personal information may be provided on a confidential basis to our clients, companies listed on the Australian Securities Exchange, and other third party providers (including, but not limited to, mailing houses). This information is collected for the purpose of assisting Security Transfer in the proper administration and maintenance of the register of members. By providing this information, you consent to Security Transfer disclosing this information to such organisations for the purposes outlined. Should you have any queries regarding our privacy policy, please contact our office.

0830264205

Reference Number:

LCR

E & O.E.

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Unlocking Shareholder value
on the path to production
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Keeping our valued Shareholders up to date with Company news

Dear Shareholder,

The past 12 months has been an extremely busy and productive period for Laconia Resources, one which has yielded great results at both operational and corporate levels. The highlight of the year was Laconia’s acquisition of the Rasuhuilca Gold-Silver Project in Peru, which provides the Company with a dynamic footprint, and near-term cash generation potential within an expanding investment jurisdiction.

Keeping our Shareholders informed and up to speed with Company milestones and achievements like the Rasuhuilca acquisition is very important to us.

Laconia Resources has improved its online communications capabilities to ensure Shareholders are the first to hear news of important Company developments. To receive regular Company e-announcements and e-newsletters simply:

TURN overleaf,
COMPLETE the Shareholder contact form and
Place in the REPLY PAID envelope with any other completed forms.

Laconia sincerely values the commitment of its Shareholders and we look forward to updating you shortly on a range of company activities.

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Ian Stuart, Managing Director

Send us your email today for more regular and live updates from us. View Laconia’s new look website www.laconia.com.au

Privacy Policy:

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Scan this barcode to view Laconia’s latest Investor Presentation online or visit www.laconia.com.au

Laconia Resources Limited recognises that your privacy is very important to you and that the provision of your personal information is an act of trust which Laconia takes seriously. Laconia is committed to protecting your personal information and will comply with the requirements of the Privacy Act 1988 and any other legislation.

Phone Number: +61 8 9486 1599 Fax Number: +61 8 9486 7899 Email: [email protected]

Level 1, 41-43 Ord Street PO Box 1151 West Perth WA 6005 West Perth WA 6872 Australia Australia

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ASX: LCR

AI assistant

ZEOTECH LIMITED — AGM Information 2012

66115_rns_2012-10-29_f67e7bac-1834-4141-9a73-52d886528458.pdf

LACONIA RESOURCES LIMITED ACN 137 984 297

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS PAGE

IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

YOUR VOTE IS IMPORTANT

VOTING ELIGIBILITY

VOTING IN PERSON

VOTING BY PROXY

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Voting Prohibition Statement:

3. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – SHARES

4. RESOLUTION 3 – PLACEMENT – OPTIONS

5. RESOLUTION 4 – APPROVAL OF 10% PLACEMENT CAPACITY– SHARES

6. RESOLUTION 5 – ADOPTION OF PERFORMANCE RIGHTS PLAN

Voting Prohibition Statement:

7. RESOLUTION 6 – ISSUE OF OPTIONS TO RELATED PARTY – MR MATTHEW HOWISON

Voting Prohibition Statement:

8. RESOLUTION 7 – ISSUE OF OPTIONS TO RELATED PARTY – MR IAN STUART

Voting Prohibition Statement:

9. RESOLUTION 8 – ISSUE OF OPTIONS TO RELATED PARTY – DR SALIBA SASSINE

Voting Prohibition Statement:

10. RESOLUTION 9 – ISSUE OF OPTIONS TO RELATED PARTY – MR VINCENT ALGAR

Voting Prohibition Statement:

11. RESOLUTION 10 – PLACEMENT – OPTIONS TO SENIOR CONTRACT MANAGEMENT OF THE COMPANY

Voting Prohibition Statement:

12. RESOLUTION 11 – APPROVAL OF EMPLOYEE INCENTIVE OPTION PLAN

Voting Prohibition Statement:

13. RESOLUTION 12 – RE-ELECTION OF DIRECTOR – MR MATTHEW HOWISON

14. RESOLUTION 13 – RE-ELECTION OF DIRECTOR – DR SALIBA SASSINE

15. RESOLUTION 14 – RE-ELECTION OF DIRECTOR – MR VINCENT JAMES ALGAR

16. RESOLUTION 15 – INSERTION OF PROPORTIONAL TAKEOVER APPROVAL PROVISIONS IN THE CONSTITUTION

DATED: 26 OCTOBER 2012

BY ORDER OF THE BOARD

MATTHEW EDMONDSON COMPANY SECRETARY

EXPLANATORY STATEMEN T

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

2.2

Voting consequences

2.3 Previous voting results

2.4

Proxy voting restrictions

If you appoint any other person as your proxy

3. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – SHARES

3.1 General

3.2 Technical information required by ASX Listing Rule 7.4

4. RESOLUTION 3 – PLACEMENT – OPTIONS

4.1 General

4.2 Technical information required by ASX Listing Rule 7.1

5. RESOLUTION 4 – APPROVAL OF 10% PLACEMENT CAPACITY – SHARES

5.1 General

5.2 ASX Listing Rule 7.1A

(A x D) – E

5.3 Technical information required by ASX Listing Rule 7.1A

(b) Date of Issue

( 10% Placement Capacity Period ).

(c) Risk of voting dilution

The table above uses the following assumptions:

(d) Purpose of Issue under 10% Placement Capacity

(e)

Allocation under the 10% Placement Capacity

(f) Previous Approval under ASX Listing Rule 7.1A

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

5.4 Voting Exclusion

6. RESOLUTION 5 – ADOPTION OF EXECUTIVE PERFORMANCE RIGHTS PLAN

6.1 General

6.2 ASX Listing Rule 7.2 - Exception 9

6.3 Information required by the ASX Listing Rules – Terms of the Executive Plan

7. RESOLUTION 6, 7, 8 AND 9 – ISSUE OF OPTIONS TO RELATED PARTIES – MR MATTHEW HOWISON, DR SALIBA SASSINE, MR IAN STUART AND MR VINCENT ALGAR

7.1 General

7.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

ZEOTECH LIMITED AGM Information 2012