ZEOTECH LIMITED — Proxy Solicitation & Information Statement 2011

Mar 17, 2011

LACONIA RESOURCES LIMITED ABN 29 137 984 297

NOTICE OF GENERAL MEETING EXPLANATORY MEMORANDUM

AND

PROXY FORM

Date of Meeting 18 April 2011

Time of Meeting

9:30 am

Place of Meeting 23 Altona Street 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 23 Altona Street, West Perth WA on 18 April 2011 at 9:30 am for the purpose of transacting the following business.

ORDINARY BUSINESS

Resolution 1 – Authority to Issue and Allot Shares under Jabiru Sale and Purchase Agreement

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 of the Listing Rules of the ASX and for all other purposes, approval is given for the Company to be authorised to issue and allot 10,000,000 Shares on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice”.

Voting Exclusion Statement

The Company will, in accordance with ASX 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 – Authority to Issue and Allot Shares under Shaw River Agreement

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 of the Listing Rules of the ASX and for all other purposes, approval is given for the Company to be authorised to issue and allot 1,700,000 Shares on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice”.

Voting Exclusion Statement

The Company will, in accordance with ASX Listing Rule 7.3, disregard any votes cast on Resolution 2 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 3 – Authority to Issue and Allot Shares

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 of the Listing Rules of the ASX and for all other purposes, approval is given for the Company to be authorised to issue and allot up to 10,000,000 Shares on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice”.

LACONIA RESOURCES LIMITED Notice of General Meeting

Voting Exclusion Statement

The Company will, in accordance with ASX Listing Rule 7.3, disregard any votes cast on Resolution 3 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.

Voting Entitlements

In accordance with Regulations 7.11.37 and 7.11.38 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 5.00pm (WST) on 16 April 2011. 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 9.30am (WST) on 16 April 2011:

• By post at: 23 Altona Street WEST PERTH WA 6005

• By facsimile on +61 8 9389 2199

By order of the Board

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Company Secretary Date: 18 March 2011

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, and 3 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:

ASX Listing Rule 7.1 provides that without the approval of holders of ordinary securities, a company must not issue during a 12 month period any equity securities, if the number of those securities exceeds 15% of the total ordinary shares on issue at the commencement of that 12 month period.

Resolution 1 – Authority to Issue and Allot Shares under Jabiru Sale & Purchase Agreement

On 9 March 2011, Laconia announced it had acquired Jabiru Metals Limited’s, Lennons Find Base Metal Project.

The project contains a JORC Code Inferred Resource of 853,000 tonnes grading 7.7 % Zn, 1.8% Pb, 0.7% Cu and 115g/t Ag, at the Hammerhead sulphide zone, and hosts five volcanic hosted massive sulphide (VHMS) style base metals prospects.

Consideration for the acquisition is the issue of 10 million Laconia shares (subject to voluntary escrow for six months).

As such, the Company is seeking prior Shareholder approval under Listing Rule 7.1 for the issue of 10,000,000 Shares in the Company to Jabiru as well as to preserve its 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 10,000,000 Shares at a deemed issue price of $0.10 per Share, however, as the Shares will be issued as consideration for the acquisition of the Lennons Find Base Metal Project, no funds will be raised from the issue of these Shares;

• (b) it is anticipated that the Shares will be issued and allotted at the time of completion under the Jabiru Sale Agreement following Shareholder approval and in any event no later than 3 months after the date of the Meeting, unless a later date has been approved by ASX;

• (c) the Shares will be issued to Jabiru in accordance with the Jabiru Sale & Purchase Agreement;

• (d) the Shares will rank equally with the existing Shares on issue; and

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

Resolution 2 – Authority to Issue and Allot Shares under Shaw River Agreement

On 9 March 2011, Laconia announced it had acquired the Yandicoogina Project from Shaw River Resources Limited.

The Yandicoogina Project acquisition secures 13km of similar geology along strike and adds considerable exploration upside. The Project is located <10km south west along strike from the Lennon’s Find Base Metal Project.

LACONIA RESOURCES LIMITED Notice of General Meeting

Previous reported anomalous base metal and gold intersections at Yandicoogina include; 3m @ 1.0g/t gold & 0.9% zinc; and 5m @ 1.8% zinc, 0.5% lead, 150 g/t silver and 0.26g/t gold in massive sulphide.

Consideration for the acquisition is the issue of 1.7 million Laconia shares (subject to voluntary escrow for six months)

Completion of the Shaw River Agreement is conditional upon and subject to the Company obtaining Shareholder approval for the issue of the Shares under Listing Rule 7.1. As such, the Company is seeking prior Shareholder approval under Listing Rule 7.1 for the issue of 1,700,000 Shares in the Company as well as to preserve its 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 2 is 1,700,000 Shares at a deemed issue price of $0.09 per Share, however, as the Shares will be issued as consideration for the acquisition of the Yandicoogina Project, no funds will be raised from the issue of the Shares;

• (b) it is anticipated that the securities will be issued and allotted at the time of completion under the Shaw River Agreement following Shareholder approval and in any event no later than 3 months after the date of the Meeting, unless a later date has been approved by ASX;

• (c) the Shares will be issued to Shaw River Resources Limited in accordance with the Shaw River Agreement;

• (d) the Shares will rank equally with the existing Shares on issue; and,

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

Resolution 3 – Authority to Issue and Allot Shares

Resolution 3 seeks Shareholder approval for the issue of up to 10,000,000 Shares to institutional and sophisticated investors. None of the subscribers to this issue of Shares will be related parties of the Company. 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 3 is 10,000,000 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 3 will be at least 80% of the volume weighted average market price for the Company’s quoted Shares, as calculated over the last 5 days on which sales in the Shares were recorded before the day on which the issue was made;

• (d) the Shares will be issued to institutional and sophisticated investors;

• (e) the Shares will rank equally with the existing Shares on issue;

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

• (g) the funds raised from the placement of up to 10,000,000 Shares will be used to facilitate the working capital requirements of the Company.

LACONIA RESOURCES LIMITED Notice of General Meeting

Capital Structure of the Company

The capital structure of the Company following the issue and allotment of the Shares pursuant to Resolutions 1 to 3 is summarised below:

	Quoted Shares	Unquoted Shares	Unquoted Options
Current	58,720,010	11,500,000	23,700,000
Issue of Shares – Resolution 1	10,000,000	-
Issue of Shares – Resolution 2	1,700,000	-
Issue of Shares – Resolution 3	10,000,000	-
TOTAL	80,420,010	11,500,000	23,700,000

Competent Persons Statement

Mr Darryl Mapleson who is a member of the Australasian Institute of Mining and Metallurgy has compiled the information within this notice that relates to Exploration Results or Mineral Resources. Mr Mapleson is a principal of BM Geological Services Pty Ltd and has sufficient experience relevant to the style of mineralisation and type of deposits under consideration and to the activity currently being undertaken to qualify as a Competent Person as defined in the 2004 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves and consents to the inclusion of this information in the form and context in which is appears in this notice .

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			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
Jabiru			Jabiru Metals Limited (ACN 060 620 751)
Jabiru Sale	&	Purchase	Means the sale and purchase agreement between the Company and
Agreement			Jabiru for the acquisition of the Lennons Find Project
Lennons Find	Project		Means 190 of the 200 shares in ML45/368 and the mining information
			relating to ML45/368
Listing Rules			The Listing Rules of ASX
Meeting			The General Meeting of the Company to be held on 18 April 2011
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
Shaw River			Shaw River Resources Limited (ACN 121 511 886)
Shaw River Agreement			The tenement acquisition agreement between the Company and Shaw
			River for the acquisition of theYandicoogina Project
Yandicoogina Project			Exploration licence 45/3293

LACONIA RESOURCES LIMITED ABN 29 137 984 297 PROXY FORM

The Company Secretary Laconia Resources Limited

C/- 23 Altona Street WEST PERTH WA 6005

Facsimile:

+618 9389 2199

I/We (name of shareholder) .............................................................................................................. of (address) .......................................................................................................................................... being a member/members of Laconia Resources Limited HEREBY APPOINT (name) .................................................................................................................................................. of (address) .......................................................................................................................................... and/or failing them (name) ...................................................................................................................... of (address) .......................................................................................................................................

or failing that person then the Chair of the meeting as my/our proxy to vote for me/us and on my/our behalf at the General Meeting of the Company to be held on 18 April 2011 and at any adjournment of the meeting.

PROXY INSTRUCTIONS

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 please place a mark in the box. By marking this box, you acknowledge that the Chairman may exercise your proxy 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 disregarded because of that interest. The Chairman has advised that his intention is to vote in favour of all resolutions.

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Should you so desire to direct the Proxy how to vote, you should place a cross in the appropriate box(es) below:

I/We direct my/our Proxy to vote in the following manner:

For Against Abstain

Resolution 1 – Authority to Issue and Allot Shares to Jabiru Metals

Resolution 2 – Authority to Issue and Allot Shares to Shaw River Resources

Resolution 3 – Authority to Issue and Allot Shares

If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

This Proxy is appointed to represent % of my voting right, or if 2 proxies are appointed Proxy 1 represents __% and Proxy 2 represents _% of my total votes My total voting right is Shares

Dated:

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If the shareholder is an individual

If the shareholder is a company

Signature Print name:

Director / Sole Director and Secretary Print name:

Director / Secretary Print name:

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 no later than 48 hours before the time appointed for the holding of this General Meeting that is by 9:30am WST on 16 April 2011 by post or facsimile 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;

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;

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.

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.