ZEOTECH LIMITED — Proxy Solicitation & Information Statement 2011

Dec 28, 2011

LACONIA RESOURCES LIMITED ABN 29 137 984 297

NOTICE OF GENERAL MEETING EXPLANATORY MEMORANDUM

AND

PROXY FORM

Date of Meeting 27 January 2012

Time of Meeting

8:30 am

Place of Meeting DWCorporate Pty Ltd Ground Floor 20 Kings Park Rd WEST PERTH WA 6005

LACONIA RESOURCES LIMITED ABN 29 137 984 297

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of shareholders of Laconia Resources Limited (" Company ") will be held at DWCorporate Pty Ltd, Ground Floor 20 Kings Park Rd West Perth WA on 27 January 2012 at 8:30am for the purpose of transacting the following business.

Resolution 1 – Approval of Placement

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 7.1 and for all other purposes, approval is given for the Company to be authorised to issue and allot up to 37,500,000 Shares on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice”.

Voting Exclusion Statement

The Company will, in accordance with Listing Rule 7.3, disregard any votes cast on Resolution 1 by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed, and any Associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 2 – Approval to Participate in Placement by Ian Stuart

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 10.11 and for all other purposes, approval is given for the Company to be authorised to issue and allot up to 1,500,000 Shares to Mr Ian Stuart (and/or his nominee) on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice”.

If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1

Voting Exclusion Statement

The Company will, in accordance with Listing Rule 10.13, disregard any votes cast on Resolution 2 by Mr Stuart, and any Associates of Mr Stuart. However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

LACONIA RESOURCES LIMITED Notice of General Meeting

Voting Entitlements

In accordance with Regulations 7.11.37 of the Corporations Regulations 2001, the Board has determined that a person’s entitlement to vote at the General Meeting will be the entitlement of that person set out in the register of Shareholders as at 4:00pm (WST) on 25 January 2012. Transactions registered after that time will be disregarded in determining a person’s entitlement to attend and vote at the General Meeting.

A Proxy Form is attached.

To be valid, properly completed proxy forms must be received by the Company by no later than 8.30am (WST) on 25 January 2012:

• By post at: PO Box 1153

• WEST PERTH WA 6872

• By facsimile on +61 8 9389 2199

• By email to proxy@dwcorporate.com

By order of the Board

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Company Secretary Date: 29 December 2012

LACONIA RESOURCES LIMITED Notice of General Meeting

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide shareholders in Laconia Resources Limited ACN 137 984 297 (" Company ") with sufficient information to assess the merits of Resolutions 1 & 2 contained in the accompanying Notice of General Meeting of the Company.

The Directors recommend that shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

The following information should be noted in respect of the various matters contained in the accompanying Notice of Meeting:

Resolution 1 – Approval of Placement

Resolution 1 seeks Shareholder approval for the issue of up to 37,500,000 Shares to institutional and sophisticated investor clients of Alto Capital Limited to raise up to $1,500,000. Other than Mr Ian Stuart, the subject of Resolution 2, none of the subscribers to this issue of Shares will be related parties of the Company.

Listing Rule 7.1 requires that a listed company obtain Shareholder approval prior to the issue of shares representing more than 15% of the issued capital of the company in any 12 month period.

The Directors are seeking approval for this issue of Shares as it will preserve the Company’s ability to issue up to 15% of its issued capital in the next 12 months.

The following information is provided in accordance with Listing Rule 7.3:

• (a) the maximum number of securities to be issued pursuant to Resolution 1 is 37,500,000 Shares;

• (b) issue and allotment of the Shares is likely to occur progressively but in any event no later than 3 months after the date of the Meeting, or such later date as approved by ASX;

• (c) the issue price of the Shares issued pursuant to Resolution 1 will $0.04 per Share;

• (d) the Shares are fully paid ordinary Shares in the capital of the Company and will rank equally with the Company’s current issued Shares;

• (e) the Shares will be issued to institutional and sophisticated investors who are clients of Alto Capital Limited;

• (f) a voting exclusion statement is included in this Notice;

• (g) the funds raised from the placement of up to 37,500,000 Shares will be used to facilitate the working capital requirements of the Company.

The effect of the Placement on existing Shareholders is outlined below

	Existing Shares	Options
Number Issued	81,920,010	24,100,000
Resolution 1–Share Placement	37,500,000	-
New Total	119,420,010	24,100,000
Dilutionary Effect	31.40%

LACONIA RESOURCES LIMITED Notice of General Meeting

Resolution 2 - Approval to Participate in Placement by Ian Stuart

Mr Ian Stuart wishes to participate in the issue of Shares, the subject of Resolution 1.

Mr Stuart is a Director of the Company and is therefore classified as a related party of the Company.

Approval is sought for the issue of up to 1,500,000 Shares at an issue price of $0.04 to Mr Stuart (and/or his nominee) resulting in a total subscription value of $60,000, for the purposes of Listing Rule 10.11. The 1,500,000 Shares are included in the total placement of 37,500,000 Shares, the subject of Resolution 1.

Section 210 of the Corporations Act provides that shareholder approval for the purposes of section 208 of the Corporations Act, is not needed to give a financial benefit on terms that would be reasonable in the circumstances if the public company and the related party were dealing at arm’s length. The directors consider the issue of the Shares to the related Party pursuant to Resolution 2 will be on arm’s length as the issue will be made on exactly the same terms as the issue of Shares pursuant to Resolution 1. Accordingly, the issue of Shares to Mr Stuart falls within the arm’s length terms exception provided by section 210 of the Corporations Act to the requirement to obtain prior shareholder approval under Part 2E of the Corporations Act.

Listing Rule 10.11 requires prior shareholder approval where an entity issues, or agrees to issue equity securities to a related party.

Listing Rule 10.13 requires the following information be provided to Shareholders in respect of Resolution 2:

• (a) the Shares will be issued to Mr Ian Stuart (and/or his nominees);

• (b) the maximum number of Shares to be issued is 1,500,000;

• (c) the Shares will be allotted and issued to Mr Ian Stuart (and/or his nominees) within one month of the passing of this Resolution;

• (d) the Shares will be issued at an issue price of $0.04 resulting in a total subscription value of $60,000;

• (e) the Shares are fully paid ordinary Shares in the capital of the Company and will rank equally with the Company’s current issued Shares;

• (f) the funds raised will be used to facilitate the working capital requirements of the Company; and

• (g) a voting exclusion statement is included in this Notice.

Mr Stuart’s current and potential interests in the Shares of the Company are detailed below.

	Number of Shares	Number of Options	% Holding after Placement
Total Issued Capital after Placement	119,420,010	24,100,000	100%
Mr Stuarts current Shareholding	5,700,000	2,500,000	4.77%
Participation in Placement	1,500,000	-
Mr Stuarts new Shareholding	7,200,000	2,500,000	6.03%

LACONIA RESOURCES LIMITED Notice of General Meeting

GLOSSARY

In this Explanatory Memorandum the following terms have the meaning set out below, unless the context requires otherwise:

$	Australian dollars, the legal currency of Australia
Associate	Has the meaning given in the Corporations Act
ASX	ASX Limited ABN 98 008 624 691 and, where the	context permits,	the
	Australian Securities Exchange operated by ASX Limited
Board	The board of Directors
CompanyorLaconia	Laconia Resources Limited (ABN 29 137 984 297)
Corporations Act	The Corporations Act 2001 (Commonwealth)
Director	A director of Laconia
Listing Rules	The Listing Rules of ASX
Meeting	The General Meeting of the Company to be held on 27 January 2012
Notice	The notice convening the Meeting, which	accompanies	this
	Explanatory Memorandum
Resolutions	The resolutions set out in the Notice of General Meeting
Share	A fully paid ordinary share in the capital of the Company
Shareholder	The registered holder of a Share

PROXY FORM

LACONIA RESOURCES LIMITED ABN 29 137 984 297

The Company Secretary Laconia Resources Limited C/- DWCorporate Pty Ltd PO Box 1153 WEST PERTH WA 6872

Facsimile: +618 9389 2199 Email: proxy@dwcorporate.com

Shareholder Details

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Name: ……………………………………………………………………………………………………………………………………………………………………………………………………………………………………
Address: ………………………………………………………………………………………………………………………………………………………………………………………………………..………………………
Contact Telephone No: …………………………………………………………………………………………………………………………………………………………………………………………………………
Contact Name (if different from above): ………………………………………………………………………………………………………………..……………………………………………………………
Appointment of Proxy
I/We being a shareholder/s of Laconia Resources Limited and entitled to attend and vote hereby appoint
The Chairman Write here the name of the person you are
of the meeting OR appointing if this person is someone other than
the Chairman of the Meeting.
(mark with an ‘X’)
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or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to attend and act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of Laconia Resources Limited to be held on 27 January 2012 and at any adjournment of the meeting.

IMPORTANT

If you wish to instruct your proxy how to vote, insert “X” in the appropriate column against the item of business set out below. If you do not wish to direct your proxy how to vote on all resolutions, please place a mark in the box. By marking this box, you acknowledge that the Chairperson may exercise your proxy for all resolutions even if he has  an interest in the outcome of the resolution and votes cast by him other than as a proxy holder will be disregardedbecause of that interest. The Chairperson has advised that his intention is to vote in favour of the resolutions.

If you do not mark this box, and you have not directed your proxy how to vote, the Chairperson will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

Voting directions to your proxy – please mark to indicate your directions Ordinary Business Resolution 1. Approval of Placement Resolution 2. Approval to Participate in Placement by Ian Stuart

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For Against Abstain
%
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*If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Appointment of a second proxy (see instructions overleaf).

If you wish to appoint a second proxy, state the % of your voting rights applicable to the proxy appointed by this form.

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Director Director/Company Secretary Sole Company Secretary

INSTRUCTIONS FOR APPOINTMENT OF PROXY

1. A Shareholder entitled to attend and vote is entitled to appoint no more than two proxies to attend and vote at this General Meeting as the Shareholder’s proxy. A proxy need not be a Shareholder of the Company.

2. Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the Shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the Shareholder’s voting rights. Fractions shall be disregarded.

3. The proxy form must be signed personally by the Shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed in accordance with its constitution or its duly authorised attorney. In the case of joint Shareholders, this proxy must be signed by each of the joint Shareholders, personally or by a duly authorised attorney.

4. If a proxy is executed by an attorney of a Shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the Company, must accompany the proxy form.

5. To be effective, forms to appoint proxies must be received by the Company by 8:30am on 25 January 2012 by post, facsimile or email to the respective addresses stipulated in this proxy form.

6. If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:

7. (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

8. (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

9. (c) if the proxy is the Chairperson, the proxy must vote on a poll and must vote that way, and

10. (d) if the proxy is not the Chairperson, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

11. If a proxy is also a Shareholder, the proxy can cast any votes the proxy holds as a Shareholder in any way that the proxy sees fit.