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ZEOTECH LIMITED Capital/Financing Update 2013

May 6, 2013

66115_rns_2013-05-06_da7d9638-f75f-4367-9b97-875fb8044345.pdf

Capital/Financing Update

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7 May 2013

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Dear Shareholder,

LACONIA RESOURCES LIMITED RIGHTS ISSUE – NOTIFICATION TO INELIGIBLE SHAREHOLDERS

As announced by Laconia Resources Limited (“ Laconia ” or “ the Compan y”) to the Australian Securities Exchange ( ASX ) on 29 April 2013, it is undertaking a non-renounceable rights issue of up to 91,585,297 new fully paid shares in the Company ( New Shares ) at an issue price of $0.015 on the basis of one (1) New Share for every three (3) shares held on the 15 May 2013 ( Record Date ), together with one (1) free attaching option exercisable at $0.06 each on or before 30 September 2018 for every two (2) New Shares subscribed for and issued ( New Option) ( Rights Issue ).

The Rights Issue is being made to all holders of fully paid ordinary shares in the capital of the Company ( Shares ) named on its register of members at 5.00pm (WST) on the Record Date whose registered address is in Australia or New Zealand.

New Shares will rank equally with all Shares already on issue.

The Rights Issue is not underwritten. Indian Ocean Capital Pty Ltd has been appointed Lead Manager to the Rights Issue.

A Prospectus relating to the Rights Issue ( Prospectus) will be sent to Shareholders on 16 May 2013. A copy of the Prospectus is available on the ASX’s and the Company’s website.

Ineligible shareholders

A Shareholder who has a registered address outside Australia and New Zealand (Ineligible shareholder) will not be eligible to participate in the Offer. You are not eligible to participate in the Offer and you will not be sent a copy of the Prospectus. This decision has been made pursuant to Listing Rule 7.7.1(a) of the ASX Listing Rules after taking into consideration the costs of complying with legal and regulatory requirements in jurisdictions outside of Australia and New Zealand compared with the small number of Ineligible Shareholders and the number and value of Options to which they would otherwise be entitled.

Use of Funds

The Rights Issue will raise a maximum of $1,419,573 before costs of the Offer. The Company intends to apply the funds raised from the Rights Issue to:

  • (a) Completion of Community Access agreements and obtaining drilling permit for Rasuhuilca gold-silver project;

  • (b) Repayment of short term finance facility (if drawn);

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  • (c) Completion of a resource update for Rasuhuilca gold-silver project;

  • (d) Expenses of the Offer and Placement; and

  • (e) Working capital and project evaluation.

Further details of the application of funds raised is detailed in the Prospectus.

It is important to recognise that the use of funds may be subject to change in line with results, circumstances and other opportunities.

Capital Structure

The capital structure of the Company on completion of the Rights Issue will be as follows:

Balance at the date of the
Offer Document
To be issued under the Rights
Issue
Balance after the Rights
Issue
Number of
Shares
Number of
Options
Performance
Shares
Number of
Convertible
Notes
274,755,891
70,000,000
14,500,000
1
91,585,297
45,792,649
-
366,341,188
115,792,649
14,500,000
1

In calculating entitlements under the Rights Issue fractions will be rounded up to the nearest whole number.

Timetable

Timetable
Event Date
Lodgement of Prospectus with the ASIC 3 May 2013
Lodgement of Prospectus & Appendix 3B with ASX 3 May 2013
Notice sent to Optionholders 3 May 2013
Notice sent to Shareholders 7 May 2013
Ex date 9 May 2013
Record Date for determining Entitlements 15 May 2013
Prospectus despatched to Shareholders & Company
announces despatch has been completed
16 May 2013
Closing Date for the Offer and the Placement* 30 May 2013
Securities quoted on a deferred settlement basis 31 May 2013
ASX notified of under subscriptions 4 June 2013
Despatch of holding statements 6 June 2013
Deferred settlement trading ends 6 June 2013
Quotation of Securities issued under the Offer 7 June 2013

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  • Subject to the Listing Rules, the Directors reserve the right to extend the closing date of the Rights Issue at their discretion. Should this occur, the extension will have a consequential effect on the anticipated date of issue for the New Shares.

Further information

The Rights Issue is made to Shareholders with registered addresses in Australia and New Zealand. Overseas.

Full detail of the Rights Issue will be contained in the Prospectus that will be mailed to all Shareholders who are registered on the Record Date. Shareholders eligible to participate should read the Prospectus carefully.

If you have any questions in relation to any of the above matters, please contact the Company Secretary Mr Matthew Edmondson on +61 8 9486 1599. For other questions, you should contact your stockbroker, accountant, taxation adviser, financial adviser or other professional adviser.

Yours sincerely

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Ian Stuart

Manager Director

LACONIA RESOURCES LIMITED

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