ZEOTECH LIMITED — Share Issue/Capital Change 2013

Jul 10, 2013

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11 July 2013

Top 20 Security Holders and Appendix 3B

Laconia Resources Limited (ASX: LCR) (“ Laconia ” or “ the Company ”) announces the allotment of 32,493,270 ordinary shares and 32,493,270 six (6) cent listed options expiring 30 September 2018 following the non-renounceable Entitlement Offer announced on 7 June 2013 and that closed on 4 July 2013.

In addition and further to shareholder approval granted at a General Meeting of the Company held on 21 June 2013, the Company has sought quotation of 49,500,000 previously unlisted 6 cent options expiring 30 September 2013.

Attached are updated top 20 security holder details, distribution schedules and an accompanying Appendix 3B – Application for quotation of additional securities.

Yours faithfully

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Matthew Edmondson Company Secretary Laconia Resources Limited

About Laconia Resources Limited

ASX Listed Laconia Resources Limited (ASX: LCR) is a Perth-based precious and base metals exploration and development Company with a Latin American focus. The Company’s flagship Rasuhuilca Project in Peru is an advanced copper-gold-silver project in the Ayacucho region of Southern Peru, across 4 permits covering 27.65 km[2] . In addition, the Company has gained access to a further 11 contiguous permits through an Option Agreement, covering 62.22 km[2] . The total area of 89.87 km[2] hosts the entire Ccarhuaraso volcanic system that is proven to host high sulphidation epithermal gold and silver. The Corporate Strategy is to bring the gold and silver mineralisation into production in the shortest time possible, and to use the revenue to unlock the exploration potential for discovery of larger tonnages of copper, gold and silver.

In Western Australia, the Company has a portfolio of advanced mineral projects in the Murchison and Pilbara regions, across 22 granted tenements covering an approximate 1,153 km[2] .

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Top 20 holders of fully paid ordinary shares (LCR) – At 11 June 2013	Top 20 holders of fully paid ordinary shares (LCR) – At 11 June 2013
Rank	Holder Name	Number Held	Percentage
1	GOLD MINES OF PERU LTD	26,505,000	8.63%
2	PATOIR JOSEPHINE K	14,651,125	4.77%
3	STUART IAN GEORGE	13,278,800	4.32%
4	SLADE TECHNOLOGIES PL<< EMBREY FAM S/F A/C>>	13,000,000	4.23%
5	PERIZIA INV PL	11,503,251	3.74%
6	EDMONDSON FIONNUALA C	10,339,612	3.37%
7	GOLDFIRE ENTPS PL	6,733,334	2.19%
8	PANDELL PL	5,522,304	1.80%
9	TT NICHOLLS PL<< NICHOLLS S/F A/C>>	5,200,000	1.69%
10	GEMELLI ROBERT	4,527,735	1.47%
11	OAKOVER GOLD LTD	4,500,000	1.46%
12	D B B PL	4,500,000	1.46%
13	BURTON MICHAEL JOSEPH	4,500,000	1.46%
14	REC WA PL	4,300,000	1.40%
15	FAR SUPER PL << HUMICH S/F A/C>>	3,750,000	1.22%
16	OFFICER BRIAN C + S J <>	3,660,000	1.19%
17	WELLS GERALD	3,540,000	1.15%
18	BOYNE MURRAY EDSON + L M << MALASAC ACCOUNT>>	3,433,334	1.12%
19	FLUE HLDGS PL	2,833,334	0.92%
20	EDMONDSON ROHAN C + F C <>	2,825,000	0.92%
	Total	149,102,829	48.51%

Distribution of Shareholders (LCR) – At 11 June 2013	Distribution of Shareholders (LCR) – At 11 June 2013
1-1000 shares held	8
1,001 – 5,000	20
5,000- 10,000	49
10,001 – 100,000	316
100,001 and above	296
Total	689

Top 20 holders of listed options (6 cent expiring 30 September 2018) – At 11	Top 20 holders of listed options (6 cent expiring 30 September 2018) – At 11	June 2013
Rank	Holder Name	Number Held	Percentage
1	INDIAN OCEAN CAP PL << PRINCIPAL TXN A/C >>	15,000,000	18.29%
2	STUART IAN GEORGE	12,500,000	15.25%
3	ALGAR VINCENT J + I V L	7,500,000	9.15%
4	EDMONDSON MATTHEW EDWARD <>	4,500,000	5.49%
5	EDMONDSON FIONNUALA C	4,500,000	5.49%
6	PERIZIA INV PL	3,834,417	4.68%
7	PATOIR JOSEPHINE K	3,806,666	4.64%
8	SASSINE SALIBA + Y M <>	3,750,000	4.57%
9	HOWISON MATTHEW DAVID	3,750,000	4.57%
10	SLADE TECHNOLOGIES PL<>	3,000,000	3.66%
11	LEE GEMMA MICHELLE	2,500,000	3.05%
12	FLUE HLDGS PL	2,208,334	2.69%
13	GOLDFIRE ENTPS PL	1,683,334	2.05%
14	NICHOLSON RALPH	1,416,667	1.73%
15	EDMONDSON MATTHEW EDWARD	1,300,000	1.59%
16	TT NICHOLLS PL <>	1,300,000	1.59%
17	WELLS GERALD	860,000	1.05%
18	BOYNE MURRAY EDSON + L M <>	858,334	1.05%
19	GEMELLI ROBERT	800,000	0.98%
20	GODFREY AMANDA	750,000	0.91%
	Total	75,817,752	92.48%

Distribution of option holders – At 11 June 2013

1-1000 options held	1
1,001 – 5,000	8
5,000- 10,000	12
10,001 – 100,000	31
100,001 and above	34
Total	86

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Appendix 3B New issue announcement

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

LACONIA RESOURCES LIMITED

ABN

29 137 984 297

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	1.) Fully paid ordinary shares 2.) Quoted options
	1.) 32,493,270 2.) 32,493,270 3.) In addition, quotation is sought for 49,500,000 previously issued unlisted options (LCRAY) on the same terms and conditions as those at 2.).

Appendix 3B New issue announcement

3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

1.) Fully paid ordinary shares 2.) Options expiring 30 September 2018 (exercise price 6 cents). Regarding 1.) and 2.), 24,444,705 shares and 24,444,705 options issued to applicants under the renounceable pro rata entitlements issue set out in the prospectus dated 7 June 2013. 8,048,565 shares and 8,048,565 options issued to applicants for shortfall shares offered under the prospectus dated 7 June 2013. 3.) In addition, quotation is sought for 49,500,000 previously issued unlisted options on the same terms and conditions as those at 2.).

• See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

4 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

1.) Yes, pari passu with existing fully paid ordinary shares. 2.) The options to be issued will be a new class of quoted security. The fully paid ordinary shares to be issued upon exercise of the options will rank pari passu with existing fully paid ordinary shares. 3.) In addition, quotation is sought for 49,500,000 previously issued unlisted options on the same terms and conditions as those at 2.).

• 5 Issue price or consideration

1.) $0.01 per share 2.) Nil

• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

1.) and 2). Issued pursuant to a non‐ renounceable entitlement issue of one (1) fully paid ordinary share (Share) for every three (3) Shares held by those shareholders registered at the record date at an issue price of $0.01 per Share together with one (1) free attaching option for every one (1) Share issued.

3.) 49,500,000 unlisted options are already on issue.

6a Is the entity an[+] eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i

Yes

• 6b The date the security holder resolution under rule 7.1A was passed

30 November 2012

• 6c Number of[+] securities issued N/A without security holder approval under rule 7.1

• See chapter 19 for defined terms.

Appendix 3B Page 6

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6d Number of[+] securities issued Nil with security holder approval under rule 7.1A 6e Number of[+] securities issued N/A with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued 32,493,270 fully paid ordinary shares under an exception in rule 7.2 32,493,270 quoted options 6g If securities issued under rule N/A 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under N/A rule 7.1A for non‐cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining 7.1 – 46,087,374 issue capacity under rule 7.1 and 7.1A – 27,190,314 rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities 11 July 2013 into uncertificated holdings or despatch of certificates

• See chapter 19 for defined terms.

Appendix 3B Page 7

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8 Number and +class of all +securities quoted on ASX ( including the securities in section 2 if applicable)

9 Number and +class of all +securities not quoted on ASX ( including the securities in section 2 if applicable)

Number	+Class
307,249,161 81,993,270	Ordinary shares Options expiring 30 Sept 2018 (exercise price 6 cents)
Number	+Class
20,500,000 14,500,000 1	Options expiring 30 September 2014 (exercise price 19.87 cents) Performance Shares Each Performance Share will automatically convert into one fully paid ordinary share upon the Company announcing that it has commenced the commercial production of gold and or silver or gold and or silver ore on any part of the Rasuhuilca Tenements (“Commercial Production Announcement”) on or before 20 June 2017 . If there is no such Commercial Production Announcement, the Performance Shares shall automatically convert to fully paid ordinary shares on the basis that one fully paid ordinary share shall be issued for every 500,000 (five hundred thousand) Performance Shares held. Convertible Note expiring 20 June 2014 with an aggregate face value of $650,000, convertible as to principal to 6,500,000 fully paid ordinary shares at a conversion price equal to $0.10 per share and attracting interest at the rate of 10% per annum

• See chapter 19 for defined terms.

Appendix 3B Page 6

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10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

• 11 Is security holder approval required?

• 12 Is the issue renounceable or non‐ renounceable?

13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission

• See chapter 19 for defined terms.

Appendix 3B Page 7

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22	Names of any brokers to the
	issue
23	Fee or commission payable to
	the broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of+security holders
25	If the issue is contingent on
	+security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance
	form and prospectus or Product
	Disclosure Statement will be sent
	to persons entitled
27	If the entity has issued options,
	and the terms entitle option
	holders to participate on
	exercise, the date on which
	notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do+security holders sell
	their entitlements_in full_through
	a broker?
31	How do+security holders sell
	part of their entitlements
	through a broker and accept for
	the balance?
32	How do +security holders
	dispose of their entitlements
	(except by sale through a
	broker)?
33	+Despatch date

• See chapter 19 for defined terms.

Appendix 3B Page 6

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Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a) Securities described in Part 1

• (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 ‐ 1,000

1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

• 38 Number of securities for which +quotation is sought

39 Class of +securities for which quotation is sought

• See chapter 19 for defined terms.

Appendix 3B Page 7

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• 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

• (if issued upon conversion of another security, clearly identify that other security)

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 6

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no‐one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: ............................................................Date: 11 July 2013. (Company Secretary)

Print name: Matthew Edmondson................................

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 7

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Rule 7.1 – Issues exceeding 15% of capital	Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	157,625,010
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	90,634,380 (Rights Issue 13/9/2012) 32,493,270 (Rights Issue 11/7/2013) 23,643,751 (Placement13/9/2012) 2,852,750 (Share Issue 30/11/2012)
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	Nil
“A”	307,249,161

• See chapter 19 for defined terms.

Appendix 3B Page 10

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	46,087,374
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items
“C”	Nil
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	46,087,374
Subtract“C” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.15] – “C”	46,087,374 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 9

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Part 2

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	271,903,141
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	27,190,314
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	Nil
“E”	Nil

• See chapter 19 for defined terms.

Appendix 3B Page 12

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	27,190,314
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	27,190,314 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012