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ZEOTECH LIMITED Capital/Financing Update 2017

May 1, 2017

66115_rns_2017-05-01_13a379b9-10eb-4069-9d2a-185df7cf8fdc.pdf

Capital/Financing Update

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Level 4, 216 St Georges Terrace, Perth, WA, 6000, Australia PO Box 7315, Perth, WA, 6850, Australia T : +61 8 6268 2698 F : +61 6268 2699

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2 May 2017

Dear Shareholder

PRO-RATA NON-RENOUNCEABLE RIGHTS ISSUE

We are writing to you as a registered holder of shares in Laconia Resources Limited ( Company ).

As announced to ASX on 26 April 2017, the Company is undertaking a pro rata non-renounceable offer of ordinary fully paid shares ( Shares ) to eligible shareholders. The offer is on the basis of one (1) new share ( New Share ) for every three (3) Shares held by eligible shareholders of the Company as at 5.00pm WST on 5 May 2017 ( Record Date ) at an issue price of $0.02 per Share, to raise up to $673,567 ( Offer ).

The Offer is being made without a prospectus in accordance with section 708AA of the Corporations Act 2001 (Cth) (as amended by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84).

An Offer Document in relation to the Offer has been lodged with ASX setting out the terms and the timetable for the Offer, as shown below. A copy of the Offer Document is available on the ASX website at www.asx.com.au (ASX code: LCR) and on the Company’s website at www.laconia.com.au.

Use of Proceeds

Proceeds from the Offer will be applied towards funding the proposed acquisition of a 100% interest in Kraaipan Founders Pty Ltd, to conduct evaluation and exploration programs on the proposed Kraaipan Gold-Nickel-PGM Project, costs of the issue and for general working capital. The cash costs of the Offer will be approximately $180,000 (assuming full subscription).

Information about the Offer

  1. The Offer is being made to eligible shareholders, being persons who are registered as shareholders of the Company on the Record Date and have a registered address in Australia or New Zealand. In calculating entitlements under the Offer, fractions will be rounded down to the nearest whole number. Shareholders who, at the Record Date, do not have an address registered in either Australia or New Zealand will not be eligible to participate in the Offer.

  2. The Offer opens on 10 May 2017 and is expected to close at 5.00pm (WST) on 19 May 2017.

  3. The Offer is non-renounceable which means that entitlements to participate in the Offer are not tradeable on the ASX or otherwise transferable.

  4. Up to 33,678,368 New Shares may be issued under the Offer (based on the current capital structure of the Company), resulting in total ordinary fully paid shares in the Company of up to 134,713,474 shares. New Shares issued under the Offer will rank equally with the Company’s existing fully paid ordinary shares.

  5. The Offer is being undertaken in conjunction with the placement to sophisticated investors to raise a combined fixed amount of $2,400,000 (before costs) and the Transaction ( Capital Raising ). Further details of the Transaction can be found in the Company’s Notice of General Meeting dated 15 March 2017 ( Notice of Meeting ) which is available free of charge on the Company’s website, http://www.laconia.com.au/investor-overview/asx-announcements/. The Notice of General Meeting can also be obtained on the ASX announcements platform at http://www.asx.com.au/asxpdf/20170317/pdf/43gwlz9c465ktt.pdf.

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Level 4, 216 St Georges Terrace, Perth, WA, 6000, Australia PO Box 7315, Perth, WA, 6850, Australia T : +61 8 6268 2698 F : +61 6268 2699

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  1. The successful completion of the Capital Raising is a condition precedent to the completion of the Transaction.

  2. There is no minimum subscription under the Offer and the Offer is not underwritten.

  3. The Company may at its discretion make a placement to professional and sophisticated investors of any entitlements under the Offer which are not taken up by shareholders (“ Shortfall ”). The Company will endeavour to ensure that no party will receive Shortfall Shares that would result in that party having a relevant interest in more than 19.9% of the total Shares on issue.

Timetable

metable
The Offer is proposed to be conducted according to the following timetable:
Event Date
Release of Offer Document, Appendix 3B and section 708AA notice to ASX 1 May 2017
Notice sent to shareholders 2 May 2017
“Ex” Date
(date from which shares commence trading without the entitlement to
participateinthe Offer)
4 May 2017
Record Date 5.00pm (WST)
(date for determining entitlements of eligible shareholders to participate in the
Offer)
5 May 2017
Offer Document and Entitlement and Acceptance From sent to eligible
shareholders
10 May 2017
Offer opening date 10 May 2017
Last date to extend the Offer closing date 16 May 2017
Offer closing date 5.00pm (WST) 19 May 2017
Shares quoted on a deferred settlement basis 22 May 2017
ASX notified of under subscriptions 24 May 2017
Anticipated date for the issue of the New Shares 26 May 2017
Deferred settlement trading ends 26 May 2017
Normaltrading (onaT+2basis) commences 29May2017

Note: The dates in the above timetable are indicative only and subject to change. Further, the dates are subject to the Listing Rules and other applicable laws. The Directors reserve the right to vary these dates.

You are not required to do anything in response to this letter. This letter is provided for your information only and does not constitute an offer of New Shares under the Offer. An offer document will be sent to eligible shareholders on about 10 May 2017.

Further information

For further information, please see the Company’s announcements on ASX (www.asx.com.au) (ASX code: LCR) and on the Company’s website (www.laconia.com.au) or contact the Company on (08) 6268 2698 during normal business hours.

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Neville Bassett Company Secretary

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