ZEOTECH LIMITED — Proxy Solicitation & Information Statement 2013

May 16, 2013

LACONIA RESOURCES LIMITED

ACN 137 984 297

NOTICE OF GENERAL MEETING

TIME : 11.00 am DATE : 21 June 2013 PLACE : The Celtic Club, 48 Ord Street, West Perth

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9486 1599.

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CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	10
Schedule 1 – Terms and Conditions of Unlisted Options	12
Schedule 2 – Terms and Conditions of Employee Incentive (Series 1) Options	14
Schedule 3 – Terms and Conditions of Placement Options	16

IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

Notice is given that the meeting of the Shareholders to which this Notice of Meeting relates will be held at 11am on 21 June 2013 at:

The Celtic Club, 48 Ord Street, West Perth

YOUR VOTE IS IMPORTANT

The business of the Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4.00pm (WST) on 19 June 2013.

VOTING IN PERSON

To vote in person, attend the Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

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New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• 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

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – PLACEMENT – OPTIONS

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 45,792,649 Placement Options to be issued to persons nominated by Indian Ocean Capital Pty Ltd on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution 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 need 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.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUES (2,102,750 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 ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 2,102,750 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need 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.

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUES (750,000 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 ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 750,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need 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.

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4. RESOLUTION 4 – VARIATION OF TERMS AND CONDITIONS OF UNLISTED OPTIONS

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

• “That, for the purpose of ASX Listing Rule 6.23.4 and for all other purposes, and subject to all of the holders of Unlisted Options entering into deeds of variation to vary the Terms and Conditions of the Unlisted Options, approval is given for the Company to vary the Terms and Conditions of the Unlisted Options as set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who holds an option that is the subject of the approval 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 need 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.

5. RESOLUTION 5 – VARIATION OF TERMS AND CONDITIONS OF EMPLOYEE INCENTIVE (SERIES 1) OPTIONS

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

• “That, for the purpose of ASX Listing Rule 6.23.4 and for all other purposes, and subject to all of the holders of Employee Incentive (Series 1) Options entering into deeds of variation to vary the Terms and Conditions of the Employee Incentive (Series 1) Options, approval is given for the Company to vary the Terms and Conditions of the Employee Incentive (Series 1) Options as set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who holds an option that is the subject of the approval 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 need 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.

DATED: 14 MAY 2013

BY ORDER OF THE BOARD

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MATTHEW EDMONDSON COMPANY SECRETARY

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EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. RESOLUTION 1 – PLACEMENT

1.1 General

On 3 May 2013, the Company lodged with ASIC an entitlement issue and placement prospectus ( Prospectus ) for:

• (a) a non-renounceable entitlement issue of one (1) new Share for every three (3) Shares held by Eligible Shareholders at an issue price of $0.015 per Share to raise up to $1,373,780 (together with one (1) free attaching option exercisable at $0.06 each on or before 30 September 2018 for every two (2) Shares subscribed for and issued ( New Option )) ( Entitlement Issue ); and

• (b) the issue by way of placement of 45,792,649 options exercisable at $0.06 each on or before 30 September 2018 at an issue price of $0.001 per option ( Placement Options ) to raise up to $45,793. The Placement Options will be issued to persons nominated by Indian Ocean Capital Pty Ltd ( Placement ). The Placement is conditional upon the Company obtaining shareholder approval in general meeting for the issue of the Placement Options in accordance with ASX Listing Rule 7.1.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions including the approval of holders of ordinary securities, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 1 will be to allow the Company to issue the Placement Options pursuant to the Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

1.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 1:

• (a) the maximum number of Placement Options to be issued is 45,792,649;

• (b) the Placement Options will be issued no later than 3 months after the date of the Prospectus (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue will occur on the same date;

• (c) the Placement Options will be issued for $0.001 per Placement Option;

• (d) the Placement Options will be issued to persons nominated by Indian Ocean Capital Pty Ltd, none of whom will be related parties of the Company;

• (e) the Placement Options will be issued on the terms and conditions set out in Schedule 3; and

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(f)

up to $45,793 will be raised from the Placement, which shall all be applied towards general working capital.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE (2,102,750 SHARES)

On 30 November 2012, the Company issued 2,102,750 Shares to Alto Capital Pty Ltd (ACN 130 462 592) as a corporate advisory fee (as described in section 2.17 of the Explanatory Memorandum attached to the Notice of Meeting of the Company dated 1 May 2012).

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

A summary of ASX Listing Rule 7.1 is set out in section 1.1 above.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

2.1 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

• (i) 2,102,750 Shares were issued;

• (ii) the issue price was $0.04 per Share;

• (iii) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (iv) the Shares were issued to Alto Capital Pty Ltd. Alto Capital Pty Ltd is not a related party of the Company; and

• (v) no funds were raised from this issue.

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE (750,000 SHARES)

On 30 November 2012, the Company issued 750,000 Shares to Duncraig Holdings Pty Ltd (ACN 008 818 871) as partial consideration for a tenement acquisition pursuant to a purchase agreement dated 6 June 2012 between the Company, Duncraig Holdings Pty Ltd and Ralph Alexander McNab.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month

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period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

A summary of ASX Listing Rule 7.1 is set out in section 1.1 above.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

3.1 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

• (i) 750,000 Shares were issued;

• (ii) the issue price was $0.03 per Share;

• (iii) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (iv) the Shares were issued to Duncraig Holdings Pty Ltd. Duncraig Holdings Pty Ltd is not a related party of the Company; and

• (v) no funds were raised from this issue.

4. RESOLUTIONS 4 AND 5 – VARIATION OF TERMS AND CONDITIONS OF OPTIONS

4.1 Variation of Terms and Conditions of the Unlisted Options and Employee Incentive (Series 1) Options – Delete clause relating to Company’s intention not to apply for listing

The Company will apply for Official Quotation of the New Options and the Placement Options to be issued in accordance with the Prospectus. The terms and conditions of the New Options are set out in section 6.2 of the Prospectus and the terms and conditions of the Placement Options in Schedule 3 of this Explanatory Memorandum.

To ensure consistency between:

• (a) the terms and conditions the Unlisted Options (set out in Schedule 1), Employee Incentive (Series 1) Options (set out in Schedule 2), New Options and Placement Options; and

• (b) the liquidity of the Unlisted Options, Employee Incentive (Series 1) Options, New Options and Placement Options,

the Company intends to apply for Official Quotation of the Unlisted Options and the Employee Incentive (Series 1) Options.

ASX Listing Rule 6.15 requires that all quoted options issued by an entity with the same expiry date must have the same terms.

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The Unlisted Options and Employee Incentive (Series 1) Options, New Options and Placement Options are all currently exercisable on the same date.

In order for the Unlisted Options and Employee Incentive (Series 1) Options to be quoted the requirements of ASX Listing Rule 6.15 will need to be satisfied.

Clause (h) of the Terms and Conditions of the Unlisted Options and the Terms and Conditions of the Employee Incentive (Series 1) Options currently state:

“The Company does not intend to apply for listing of the Options on the ASX.”

The Company wishes to ensure that its application for Official Quotation of the Unlisted Options or the Employee Incentive (Series 1) Options is consistent with the terms and conditions of those Options and the requirements of ASX Listing Rule 6.15. To this end, it is proposed that clause (h) of the Terms and Conditions of the Unlisted Options and the Terms and Conditions of the Employee Incentive (Series 1) Options be deleted.

4.2 Variation of Terms and Conditions of the Unlisted Options and Employee Incentive (Series 1) Options – Replace clause requiring Company to adjust exercise price

Clause (l) of the Terms and Conditions of the Unlisted Options and the Terms and Conditions of the Employee Incentive (Series 1) Options requires the Company to reduce the exercise price of the Unlisted Options and Employee Incentive (Series 1) Options in accordance with ASX Listing Rule 6.22 in the event that a pro rata rights issue is made by the Company.

It is proposed that clause (l) be deleted from the Terms and Conditions of the Unlisted Options and from the Terms and Conditions of the Employee Incentive (Series 1) Options and be replaced with the following:

• “Rights Issue: If the Company makes a pro rata issue the exercise price of the Options on issue will not be adjusted.”

The Company has notified holders of Unlisted Options and Employee Incentive (Series 1) Options of the proposed variation of the terms and conditions of the options and requested that each optionholder enter into a deed of variation agreeing to the changes described in sections 4.1 and 4.2 of this Explanatory Statement ( Deed of Variation ).

The Entitlement Issue set out in the Prospectus constitutes a pro rata rights issue that would trigger a reduction in the exercise price of the Unlisted Options and the Employee Incentive (Series 1) Options contemplated under clause (l) of the Terms and Conditions of the Unlisted Options and clause (l) of the Terms and Conditions of the Employee Incentive (Series 1) Options.

The holders of Unlisted Options and Employee Incentive (Series 1) Options have been expressly notified that the reduction of the exercise price of the options which would be triggered by the completion of the Entitlement Issue will not be made if all relevant optionholders enter into Deeds of Variation and shareholder approval for the changes to the terms and conditions of the options is obtained, notwithstanding the fact that such shareholder approval will not be obtained until after the completion of the Entitlement Issue.

Subject to all holders of Unlisted Options agreeing to vary the terms and conditions of the Unlisted Options as described in sections 4.1 and 4.2 of this Explanatory Statement, the effect of Resolution 4 is to:

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• (a) comply with the requirements of ASX Listing Rule 6.15 and remove any potential inconsistency between the Terms and Conditions of the Unlisted Options and the application for Official Quotation; and

• (b) allow the Company to make pro rata rights issues (including the issue contemplated under the Prospectus) without the requirement to adjust the exercise price of the Unlisted Options.

Subject to all holders of Employee Incentive (Series 1) Options agreeing to vary the terms and conditions of the Employee Incentive (Series 1) Options as described in sections 4.1 and 4.2 of this Explanatory Statement, the effect of Resolution 5 is to:

• (a) comply with the requirements of ASX Listing Rule 6.15 and remove any potential inconsistency between the Terms and Conditions of the Employee Incentive (Series 1) Options and the application for Official Quotation; and

• (b) allow the Company to make pro rata rights issues (including the issue contemplated under the Prospectus) without the requirement to adjust the exercise price of the Employee Incentive (Series 1) Options.

ASX Listing Rule 6.23 sets out rules which apply to changes affecting options. ASX Listing Rule 6.23.4 provides that a change which is not prohibited under ASX Listing Rule 6.23.3 can only be made if holders of ordinary securities approve the change. The changes contemplated under Resolutions 4 and 5 are not prohibited under ASX Listing Rule 6.23.3 and therefore require approval to comply with ASX Listing Rule 6.23.4.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company means Laconia Resources Limited (ACN 137 984 297).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Employee Incentive (Series 1) Options means the Options issued in accordance with the terms and conditions set out in Schedule 2.

Eligible Shareholder means a Shareholder eligible to participate in the nonrenounceable entitlement issue set out in the Prospectus.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

IOC means Indian Ocean Capital Pty Ltd (ACN P120 576 892).

New Options means the Options issued on the terms set out in section 6.2 of the Prospectus.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Official Quotation means official quotation on the ASX.

Option means an option to acquire a Share.

Placement Options means an Option to be issued on the terms set out in Schedule 3.

Prospectus means the prospectus lodged by the Company with ASIC on 3 May 2013.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

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Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Terms and Conditions of the Employee Incentive (Series 1) Options means the terms and conditions set out in Schedule 2.

Terms and Conditions of the Unlisted Options means the terms and conditions set out in Schedule 1.

Unlisted Options means the Options issued in accordance with the terms and conditions set out in Schedule 1.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – TERMS AND CONDITIONS OF UNLISTED OPTIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) In these terms, the following definitions apply:

• (i) ASX means ASX Limited;

• (ii) ASX Listing Rules means the listing rules of ASX;

• (iii) Company means Laconia Resources Limited;

• (iv) Expiry Date has the meaning as defined in clause (d) below; and

• (v) Shares means ordinary shares in Laconia Resources Limited.

• (b) Each Option is a right to subscribe for one Share.

• (c) The exercise price of the Options is 6 cents per Option.

• (d) The Options will lapse on 30 September 2018.

• (e) The Options will be transferable in whole or in part with the prior approval of the Board of the Company, subject to the provisions of the Constitution of the Company, Corporations Act and the ASX Listing Rules.

• (f) The Options may be exercised wholly or in part by delivering a duly completed form of notice of exercise together with a cheque for the exercise price per Option to the Company at any time on or after the date on which the Options vest and on or before the Expiry Date. Reminder notices will be forwarded to each option holder prior to the Expiry Date. Options not exercised by the Expiry Date will lapse.

• (g) Upon the valid exercise of the Options and payment of the exercise price, the Company will issue Shares raking pari passu with the then issued Shares of the Company.

• (h) The Company does not intend to apply for listing of the Options on the ASX.

• (i) The Company shall apply for listing on the ASX of the resultant Shares issued upon exercise of any of the Options.

• (j) Reconstruction of Capital : If during the currency of the Options the issued capital of the Company is reconstructed (including capital reductions and share consolidations and divisions), the number or nominal value of the Options to which the holder is entitled will be reconstructed in the same proportion as the issued capital of the Company is reconstructed in accordance with the ASX Listing Rules but in all respects the term for the exercise of the Options shall remain unchanged. Where appropriate the exercise price of the Options will be revised in accordance with the ASX Listing Rules.

• (k) Bonus Issue : If there is a bonus issue to the holders of the ordinary Shares of the Company, the number of ordinary Shares over which the Option is exercisable will be increased by the number of ordinary Shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.

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• (l) Rights Issue : If the Company makes a pro rata issue (other than a bonus issue), the exercise price of Options on issue will be reduced in accordance with the ASX Listing Rules.

• (m) Participating Rights and Entitlements : The Options carry no right (without exercising the Options) to participate in new issues which may be offered by the Company to its Shareholders after the date of the issue of the Options or in dividends. However, the Company must give prior notice to the Option holders of any new issue before the record date for determining entitlements to the issue in accordance with ASX Listing Rules and Option holders have the right to exercise the Options prior to the record date for determining entitlements.

• (n) Amendments : Despite anything else contained in these terms to the contrary, the terms and conditions may be changed by the Company to the extent it reasonably considers to be necessary to comply with the ASX Listing Rules, particularly as they may apply to a reconstruction or reorganisation of the capital of the Company at the time of reorganisation or reconstruction.

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SCHEDULE 2 – TERMS AND CONDITIONS OF EMPLOYEE INCENTIVE ( SERIES 1 ) OPTIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) In these terms, the following definitions apply:

• (i) ASX means ASX Limited;

• (ii) ASX Listing Rules means the listing rules of ASX;

• (iii) Company means Laconia Resources Limited;

• (iv) Expiry Date has the meaning as defined in clause (d) below; and

• (v) Shares means ordinary shares in Laconia Resources Limited.

• (b) Each Option is a right to subscribe for one Share.

• (c)

• The exercise price of the Options is 6 cents per Option.

• (d)

• The Options will lapse on 30 September 2018.

• (e) The Options will be transferable in whole or in part with the prior approval of the Board of the Company, subject to the provisions of the Constitution of the Company, Corporations Act and the ASX Listing Rules.

• (f) The Options may be exercised wholly or in part by delivering a duly completed form of notice of exercise together with a cheque for the exercise price per Option to the Company at any time on or after the date on which the Options vest and on or before the Expiry Date. Reminder notices will be forwarded to each option holder prior to the Expiry Date. Options not exercised by the Expiry Date will lapse.

• (g) Upon the valid exercise of the Options and payment of the exercise price, the Company will issue Shares raking pari passu with the then issued Shares of the Company.

• (h) The Company does not intend to apply for listing of the Options on the ASX.

• (i) The Company shall apply for listing on the ASX of the resultant Shares issued upon exercise of any of the Options.

• (j) Reconstruction of Capital : If during the currency of the Options the issued capital of the Company is reconstructed (including capital reductions and share consolidations and divisions), the number or nominal value of the Options to which the holder is entitled will be reconstructed in the same proportion as the issued capital of the Company is reconstructed in accordance with the ASX Listing Rules but in all respects the term for the exercise of the Options shall remain unchanged. Where appropriate the exercise price of the Options will be revised in accordance with the ASX Listing Rules.

• (k) Bonus Issue : If there is a bonus issue to the holders of the ordinary Shares of the Company, the number of ordinary Shares over which the Option is exercisable will be increased by the number of ordinary Shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.

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• (l) Rights Issue : If the Company makes a pro rata issue (other than a bonus issue), the exercise price of Options on issue will be reduced in accordance with the ASX Listing Rules.

• (m) Participating Rights and Entitlements : The Options carry no right (without exercising the Options) to participate in new issues which may be offered by the Company to its Shareholders after the date of the issue of the Options or in dividends. However, the Company must give prior notice to the Option holders of any new issue before the record date for determining entitlements to the issue in accordance with ASX Listing Rules and Option holders have the right to exercise the Options prior to the record date for determining entitlements.

• (n) Amendments : Despite anything else contained in these terms to the contrary, the terms and conditions may be changed by the Company to the extent it reasonably considers to be necessary to comply with the ASX Listing Rules, particularly as they may apply to a reconstruction or reorganisation of the capital of the Company at the time of reorganisation or reconstruction.

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SCHEDULE 3 – TERMS AND CONDITIONS OF PLACEMENT OPTIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) In these terms, the following definitions apply:

• (i) ASX means ASX Limited;

• (ii) ASX Listing Rules means the listing rules of ASX;

• (iii) Company means Laconia Resources Limited;

• (iv) Expiry Date has the meaning as defined in clause (d) below; and

• (v) Shares means ordinary shares in Laconia Resources Limited.

• (b) Each Option is a right to subscribe for one Share.

• (c) The exercise price of the Options is 6 cents per Option.

• (d) The Options will lapse on 30 September 2018.

• (e) The Options will be transferable in whole or in part with the prior approval of the Board of the Company, subject to the provisions of the Constitution of the Company, Corporations Act and the ASX Listing Rules.

• (f) The Options may be exercised wholly or in part by delivering a duly completed form of notice of exercise together with a cheque for the exercise price per Option to the Company at any time on or after the date on which the Options vest and on or before the Expiry Date. Reminder notices will be forwarded to each option holder prior to the Expiry Date. Options not exercised by the Expiry Date will lapse.

• (g) Upon the valid exercise of the Options and payment of the exercise price, the Company will issue Shares raking pari passu with the then issued Shares of the Company.

• (h) The Company shall apply for listing on the ASX of the resultant Shares issued upon exercise of any of the Options.

• (i) Reconstruction of Capital : If during the currency of the Options the issued capital of the Company is reconstructed (including capital reductions and share consolidations and divisions), the number or nominal value of the Options to which the holder is entitled will be reconstructed in the same proportion as the issued capital of the Company is reconstructed in accordance with the ASX Listing Rules but in all respects the term for the exercise of the Options shall remain unchanged. Where appropriate the exercise price of the Options will be revised in accordance with the ASX Listing Rules.

• (j) Bonus Issue : If there is a bonus issue to the holders of the ordinary Shares of the Company, the number of ordinary Shares over which the Option is exercisable will be increased by the number of ordinary Shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.

• (k) Rights Issue: If the Company makes a pro rata issue the exercise price of the Options on issue will not be adjusted.

16

• (l) Participating Rights and Entitlements : The Options carry no right (without exercising the Options) to participate in new issues which may be offered by the Company to its Shareholders after the date of the issue of the Options or in dividends. However, the Company must give prior notice to the Option holders of any new issue before the record date for determining entitlements to the issue in accordance with ASX Listing Rules and Option holders have the right to exercise the Options prior to the record date for determining entitlements.

• (m) Amendments : Despite anything else contained in these terms to the contrary, the terms and conditions may be changed by the Company to the extent it reasonably considers to be necessary to comply with the ASX Listing Rules, particularly as they may apply to a reconstruction or reorganisation of the capital of the Company at the time of reorganisation or reconstruction.

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PROXY FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

LACONIA RESOURCES LIMITED

REGISTERED OFFICE: LEVEL 1, 41-43 ORD STREET WEST PERTH WA 6005

ACN : 137 984 297

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SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

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Code: LCR

Holder Number:

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

OR

The meeting Chairperson

The name of the person you are appointing

(mark with an "X") (if this person is someone other than the Chairperson of the meeting).

or failing the person named, or if no person is named, the Chairperson of the Meeting, as my/our Proxy to 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 the Company to be held at 11.00am WST on Friday 21 June 2013 at The Celtic Club, 48 Ord Street, West Perth and at any adjournment of that meeting.

SECTION B: Voting Directions to your Proxy

Please mark "X" in the box to indicate your voting directions to your Proxy.

Resolution

For Against Abstain*

1. PLACEMENT - OPTIONS

2. RATIFICATION OF PRIOR ISSUE (2,102,750 SHARES)

3. RATIFICATION OF PRIOR ISSUE (750,000 SHARES)

4. VARIATION OF TERMS AND CONDITIONS OF UNLISTED OPTIONS

5. VARIATION OF TERMS AND CONDITIONS OF EMPLOYEE INCENTIVE (SERIES 1) OPTIONS

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

• If you mark the Abstain box for a particular item, 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.

If you wish to appoint the Chairperson as your proxy or the Chairperson may be appointed by default and you do not wish to direct the Chairperson how to vote, please mark "X" in the box.

By marking this box, you acknowledge that the Chairperson may exercise your proxy even if he has an interest in the outcome of resolution 4 and votes cast by him/her other than as a proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on resolution 4 and your votes will not be counted in calculating the required majority if a poll is called on the resolution. The Chairperson of the Meeting intends to vote undirected proxies in favour of resolution 4.

SECTION C: Please Sign Below

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

Individual or Security Holder

Security Holder 2 Security Holder 2

Sole Director and Sole Company Secretary Director

Security Holder 3

Director / Company Secretary

Proxies must be received by Security Transfer Registrars Pty Ltd no later than 11.00am WST on Wednesday 19 June 2013. ONLINE PROXY SERVICE

You can lodge your proxy online at www.securitytransfer.com.au

1. Log into the Investor Centre using your holding details.

1. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area.

Online Proxy ID:

2040406297

LCR

1

1

My/Our contact details in case of enquiries are: NAME

TELEPHONE NUMBER

( )

NOTES

1. Name and Address

This is the name and address on the Share Register of Laconia Resources Limited. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of a Proxy

If you wish to appoint the Chairperson of the Meeting as your Proxy please mark "X" in the box in Section A. Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairperson as your Proxy.

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a Shareholder of Laconia Resources Limited.

3. Directing your Proxy how to vote

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. Appointment of a Second Proxy

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form.

To appoint a second Proxy you must:

• (a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

• (b) Return both forms in the same envelope.

5. Signing Instructions Individual: where the holding is in one name, the Shareholder must sign.

Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. Lodgement of Proxy

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 11.00am WST on Wednesday 19 June 2013, being 48 hours before the time for holding the meeting. Any Proxy form received after that time will not be valid for the scheduled meeting.

Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953

Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153

Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au Online www.securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

8721406299