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ZEOTECH LIMITED Capital/Financing Update 2013

Jun 20, 2013

66115_rns_2013-06-20_cb134b76-9a65-4d4d-86f6-589ed5db93dc.pdf

Capital/Financing Update

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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
be issued
2 Number of+securities issued or
to be issued (if known) or
maximum number which may
be issued
3 Principal
terms
of
the
+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
  • See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

6e Number of+securities issued
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)
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.
6h If securities were issued under
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
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
7 Dates of entering
+securities
into uncertificated holdings or
despatch of certificates
  • See chapter 19 for defined terms.

Appendix 3B Page 6

01/08/2012

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
Number +Class

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

Part 2 - Bonus issue or pro rata issue

11 Is
security
holder 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?
  • See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

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
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)
  • See chapter 19 for defined terms.

Appendix 3B Page 6

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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

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

  • See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

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 26,505,000 +quotation is sought 39 Class of +securities for which Fully paid ordinary shares quotation is sought 40 Do the[+] securities rank equally in Yes, fully paid ordinary shares 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 End of Restriction period on 21 June 2013 now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

  • See chapter 19 for defined terms.

Appendix 3B Page 6

01/08/2012

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

Number +Class
274,755,891
(prior to any
securities issued
through the
upcoming
Entitlement Issue)
Fully paid ordinary
shares
  • See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

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.

==> picture [101 x 46] intentionally omitted <==

Sign here: ............................................................Date: 21 June 2013. (Company secretary)

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

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

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

Rule 7.1 – Issues exceeding 15% of capital 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
115,570,010
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
90,634,380 (Rights Issue 13/9/2012)
42,055,000 (Acquisition 25/6/2012)(26,505,000
escrowed to 21/6/2013)
23,643,751 (Placement 13/9/2012)
Subtractthe number of fully paid ordinary
securities cancelled during that 12 month
period
“A” 271,903,141
  • See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

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 40,785,471
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
2,852,750 (30/11/2012)
“C” 2,852,750
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
40,785,471
Subtract“C”
Note: number must be same as shown in
Step 3
2,852,750
Total[“A” x 0.15] – “C” 37,932,721
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

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
271,903,141
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply“A” by 0.10 27,190,314
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

01/08/2012

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
27,190,314
Subtract“E”
Note: number must be same as shown in
Step 3
Nil
Total[“A” x 0.10] – “E” 27,190,314
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012