ZEOTECH LIMITED — Capital/Financing Update 2015

Jun 29, 2015

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30 June 2015

ASX Market Announcements ASX Limited Level 4 20 Bridge Street SYDNEY NSW 2000

Disposal of Interest in Peruvian Assets

Laconia Resources Limited ( Laconia or the Company ) advises that it has entered into a binding letter agreement with Andes Exploration of Peru Numero Dos Sac ( Andes ) and Sallka Uno Y Dos Sac ( Sallka ) ( Agreement ) for the disposal of Laconia’s Peruvian mineral interests, being the main undertaking of the Company ( Disposal ).

The Peruvian tenement portfolio comprises:

• Patacancha N[o] 1;

• Patacancha N[o] 2;

• Patacancha N[o] 3; and

• Patacancha N[o] 4.

As previously announced in March 2015, Laconia terminated its option agreement to acquire an 80% ownership interest in Andes and Sallka ( Option Agreement ), companies holding 11 licences in Ayacucho, Peru. The Andes and Sallka licences are contiguous to the Patacancha tenement package.

As a result of the termination of the Option Agreement there has been numerous claims made by Andes and Sallka pursuant to the Option Agreement. The proposed Disposal will satisfy all potential claims and will allow the Company to focus on reinvigorating the Company.

The Company has undertaken a review of its entire tenement portfolio, both in Peru and Australia, and is also currently assessing new project opportunities that the Board believes will add shareholder value.

The Company has limited cash resources to undertake any meaningful exploration programmes and, on review, limited opportunity to raise new capital without a change of focus.

The Directors have therefore resolved that it is in the best interests of the Company to exit from Peru.

As part of the ongoing review process the Company is looking at potential new mineral exploration project opportunities, as well as possible investment opportunities outside of the Company’s existing principal activity of mineral exploration. Dependant on the nature and scale of any investment, the Company may be required, pursuant to ASX Listing Rules, to obtain shareholder approval to any transaction and to re-comply with the admission requirements set out in Chapters 1 and 2 of the ASX Listing Rules.

ACN: 137 984 297

Based on the Company’s current position, the Directors consider that the proposed Disposal is in the best interests of the Company and will allow it to seek new opportunities to add Shareholder value.

Key Terms

The key terms of the Disposal are as follows:

• (i) Completion of the Disposal is subject to and conditional on:

• (a) the Company obtaining shareholder approval for the Disposal pursuant to ASX Listing Rule 11.2; and

• (b) completion of formal agreements.

• (ii) The consideration for the Disposal will comprise:

• (a) The sum of US$250,000 to be satisfied by the release of all claims by Andes and Sallka under the option agreement;

• (b) A net smelter royalty of 1.2% and

• (c) A right for Andes and Sallka to buy-back the 1.2% net smelter royalty for a total amount of US$5 million.

The parties intend to enter into a formal agreement and any ancillary documents required to give effect to the Disposal as soon as practicable.

Financial effect of the Disposal on the Company

The impact of the Disposal on the Company’s financial position will be:

1. The release of Laconia from all claims, demands and actions arising directly or indirectly from the Option Agreement, any of the documents associated with the Option Agreement and any other business or legal relationship arising in Peru;

2. Termination of the Option agreement and all associated agreements between the parties; and

3. Release from any future expenditure commitments on the Peruvian tenements.

The Company will retain its Australian tenements.

There will be no impact on the capital structure of the Company.

ASX Requirements

ASX Listing Rule 11.2 provides that where a company proposes to make a significant change in the nature or scale of its activities which involves the disposal of its main undertaking, it must first obtain the approval of its shareholders.

The Company proposes to seek shareholder approval for the purpose of Listing Rule 11.2 at a meeting to be convened as soon as practicable.

Following the proposed disposal of the Company’s main undertaking, ASX may require the Company to seek shareholder approval pursuant to ASX Listing Rule 11.1.2 and/or re-comply with Chapters 1 and 2 of the Listing Rules pursuant to ASX Listing Rule 11.1.3 with respect of any future transaction the Company may enter into.

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A disposal by a listed entity of its main undertaking can also raise issues under Listing Rule 12.1 and 12.2, which oblige a listed entity to satisfy ASX on an ongoing basis that the level of its operations is sufficient, and its financial condition adequate, to warrant its continued listing and continued quotation of its securities.

ASX Guidance Note 12 states, the disposal by a listed entity of its main undertaking may be a precursor to the entity embarking on a new business venture, either immediately or once a suitable business has been identified and acquired. In the latter case, notwithstanding Listing Rule 12.3, ASX will, in the absence of any other reason to suspend the quotation of the entity’s securities, generally continue the quotation of its securities for up to six months to allow it time to identify, and make an announcement of its intention to acquire, a suitable new business.

If an entity is not able to make an announcement of its intention to acquire a new business, within six months of completing the disposal of its main undertaking, ASX will generally exercise its discretion under Listing Rule 12.3 to suspend the quotation of its securities at the end of that six month period. The suspension will continue until the entity makes an announcement acceptable to ASX about its future activities

N J Bassett Company Secretary

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