ZEOTECH LIMITED — Capital/Financing Update 2013

Dec 12, 2013

13 December 2013

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Appendix 3B – Satisfaction of Convertible Note

Laconia Resources Limited (ASX: LCR) (“ Laconia ” or “ the Company ”) refers to the attached Appendix 3B for the issue of 7,381,506 fully paid ordinary shares at a deemed issue price of $0.10, in full satisfaction of a convertible note.

The convertible note was issued to Dr Saliba Sassine on 20 June 2012 as part of the purchase consideration for the acquisition by Laconia of its Peruvian Rasuhuilca Project from Gold Mines of Peru Limited. Dr Sassine is a director of Gold Mines of Peru Limited and a former director of the Company.

Shareholder approval was obtained for the issue of the convertible note on 31 May 2012 and the details of the convertible note were outlined in the Notice of Meeting dated 1 May 2012. The Australian Securities Exchange also granted a waiver extending the time to issue the shares upon redemption of the convertible note. This issue of securities is in line with that waiver.

The convertible note carried a face value of $650,000 and was convertible into a maximum of 7,800,000 fully paid ordinary shares at an issue price of $0.10, including a maximum of 1,300,000 shares issued in lieu of interest.

The convertible note was due to run until 20 June 2014, however, it was redeemed early. This has resulted in a saving of 418,494 fully paid shares.

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*ENDS***

For further information please contact:

Ian Stuart

Managing Director

Laconia Resources Limited

P: +61 8 9486 1599

E: istuart@laconia.com.au

or visit our website at www.laconia.com.au

About Laconia Resources Limited

ASX Listed Laconia Resources Limited (ASX: LCR) is a Perth-based precious and base metals exploration and development Company with a Latin American focus. The Company’s flagship Rasuhuilca Project in Peru is an advanced copper-gold-silver project in the Ayacucho region of Southern Peru, across 4 permits covering 27.65 km[2] . In addition, the Company has gained access to a further 11 contiguous permits through an Option Agreement, covering 56.22 km[2] . The total area of 83.87 km[2] hosts the entire Ccarhuaraso volcanic system that is proven to host high sulphidation epithermal copper gold and silver.

In Western Australia, the Company has a portfolio of advanced mineral projects in the Murchison and Pilbara regions, across 4 granted tenements covering an approximate 214 km[2] .

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2

Appendix 3B New issue announcement

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

LACONIA RESOURCES LIMITED

ABN

29 137 984 297

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to Fully paid ordinary shares be issued 2 Number of[+] securities issued or 7,381,506 to be issued (if known) or maximum number which may be issued 3 Principal terms of the Fully paid ordinary shares +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	Yes, pari passu with existing fully paid ordinary shares.
	$0.10 per share
	Full satisfaction of convertible note dated 20 June 2012.
	Yes
	8 November 2013
	N/A
	N/A

• See chapter 19 for defined terms.

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6e Number of[+] securities issued 7,381,506 fully paid ordinary shares with security holder approval (approved to a maximum of 7,800,000 by under rule 7.3, or another shareholders on 31 May 2012). specific security holder approval (specify date of meeting)

ASX Waiver granted 17 August 2012 extending the time to issue the shares upon satisfaction of the Convertible Note to no later than 24 months after the issue of the Convertible Note. ie 30 June 2014.

6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.

N/A

6g If securities issued under rule N/A 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under N/A rule 7.1A for non‐cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining 7.1 – 56,058,389 issue capacity under rule 7.1 and 7.1A – 36,634,109 rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities 13 December 2013 into uncertificated holdings or despatch of certificates

• See chapter 19 for defined terms.

Appendix 3B Page 6

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8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	Number	+Class
	373,722,597 186,877,849	Ordinary shares Options expiring 30 Sept 2018 (exercise price 6 cents)
	Number	+Class
	20,500,000 14,500,000	Options expiring 30 September 2014 (exercise price 19.87 cents) Performance Shares Each Performance Share will automatically convert into one fully paid ordinary share upon the Company announces that it has commenced the commercial production of gold and or silver or gold and or silver ore on any part of the Rasuhuilca Tenements (“Commercial Production Announcement”) on or before 20 June 2017. If there is no such Commercial Production Announcement, the Performance Shares shall automatically convert to fully paid ordinary shares on the basis that one fully paid ordinary share shall be issued for every 500,000 (five hundred thousand) Performance Shares held.

• See chapter 19 for defined terms.

Appendix 3B Page 7

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10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non‐ renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission

• See chapter 19 for defined terms.

Appendix 3B Page 6

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22	Names of any brokers to the
	issue
23	Fee or commission payable to
	the broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of+security holders
25	If the issue is contingent on
	+security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance
	form and prospectus or Product
	Disclosure Statement will be sent
	to persons entitled
27	If the entity has issued options,
	and the terms entitle option
	holders to participate on
	exercise, the date on which
	notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do+security holders sell
	their entitlements_in full_through
	a broker?
31	How do+security holders sell
	part of their entitlements
	through a broker and accept for
	the balance?
32	How do +security holders
	dispose of their entitlements
	(except by sale through a
	broker)?
33	+Despatch date

• See chapter 19 for defined terms.

Appendix 3B Page 7

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Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a) Securities described in Part 1

• (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 ‐ 1,000

1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

• 38 Number of securities for which +quotation is sought

• 39 Class of +securities for which quotation is sought

• See chapter 19 for defined terms.

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40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no‐one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: ......................................................Date: 13 December 2013. (Company Secretary)

Print name: Matthew Edmondson................................

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• See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	274,755,891
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	32,493,270 (Rights Issue 11/07/2013) 59,091,930 (Rights Issue 06/09/2013) 7,381,506 (Repayment of Convertible Note 13/12/2013)
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	Nil
“A”	373,722,597

• See chapter 19 for defined terms.

Appendix 3B Page 9

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	56,058,389
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items
“C”	Nil
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	56,058,389
Subtract“C” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.15] – “C”	56,058,389_[Note: this is the remaining_ placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 10

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Part 2

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	366,341,091
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	36,634,109
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	Nil
“E”	Nil

• See chapter 19 for defined terms.

Appendix 3B Page 11

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	36,634,109
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	36,634,109 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12

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