ZEOTECH LIMITED — Share Issue/Capital Change 2014

Sep 29, 2014

Suite 2, Level 1, 47 Havelock Street West Perth WA 6005 Australia

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PO Box 1151 West Perth WA 6872 Australia

Tel: +61 8 9486 1599 Email: info@laconia.com.au

30 September 2014

Top 20 Security Holders and Appendix 3B

Laconia Resources Limited (ASX: LCR) (“ Laconia ” or “ the Company ”) announces the issue of 46,910,568 ordinary shares and 46,910,568 six (6) cent listed options expiring 30 September 2018 following the non-renounceable Entitlement Offer announced on 28 August 2014 and that closed on 23 September 2014.

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 Kimsa Orcco Project in Peru is an advanced copper-gold-silver project in the Ayacucho region of Southern Peru, across four 100% Laconia Resources Ltd permits covering 27.65 km[2] and a further 11 contiguous permits through an 80% earn in option agreement, covering 56.22 km[2] . The total area of 83.87 km[2] hosts the entire Ccarhuaraso volcanic system that is proven to host high sulphidation epithermal copper gold and silver.

In Western Australia, the Company has mineral projects across two granted tenements covering an approximate 98.7 km[2] in the Pilbara and Northern Gascoyne regions.

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Ordinary Shares (LCR) – Top 20 holders

**Rank **	**Holder Name **	**Designation **	**Securities **	**% **
1	SLADE TECHNOLOGIES PL	EMBREY FAM S/F A/C	36,428,572	6.87%
2	PATOIR JOSEPHINE K		19,808,055	3.73%
3	STUART IAN GEORGE		17,763,658	3.35%
4	PERIZIA INV PL		13,028,251	2.46%
5	GOLDFIRE ENTPS PL		12,733,334	2.40%
6	EDMONDSON FIONNUALA C		10,339,612	1.95%
7	SKINK RES PL		10,000,000	1.88%
8	GEMELLI ROBERT		9,327,660	1.76%
9	GOLD MINES OF PERU LTD		9,255,000	1.74%
10	MARTIN ROBERT PAUL + S P	RP & SP MARTIN S/F	8,500,000	1.60%
11	TT NICHOLLS PL	NICHOLLS S/F A/C	7,700,000	1.45%
12	ABBAS TALAL		7,656,515	1.44%
13	SASSINE SALIBA		7,381,506	1.39%
14	KAPIRI HLDG PL		6,933,334	1.31%
15	OFFICER BRIAN C + S J	DOLPHIN S/F A/C	6,660,000	1.26%
16	TYRRELL JOHN R + C K	TYRRELL S/F A/C	6,500,000	1.22%
17	BOYNE MURRAY EDSON + L M	MALASAC ACCOUNT	6,433,334	1.21%
18	WELLS CHRIS + JOSEPHINE	C & J WELLS S/F A/	6,250,000	1.18%
19	PANDELL PL		5,522,304	1.04%
20	WILBERFORCE PL		5,142,858	0.97%
		TOP 20 TOTAL	213,363,993	40.21%
	* Denotes merged holders.

Spread	of	**Holdings **	**Holders **	**Securities **	% of Issued **Capital **
		NIL holding	0	0	0.00%
		1 - 1,000	13	530	0.00%
		1,001 - 5,000	18	64,082	0.01%
		5,001 - 10,000	42	402,725	0.08%
		10,001 - 100,000	303	16,643,717	3.14%
		100,001 - 9,999,999	388	513,522,111	96.78%
		TOTAL ON REGISTER	764	530,633,165

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30 September 2018, 6 cent Options (LCROA) – Top 20 holders

**Rank **	**Holder Name **	**Designation **	**Securities **	**% **
1	SLADE TECHNOLOGIES PL	EMBREY FAM S/F A/C	25,303,572	7.36%
2	PATOIR JOSEPHINE K		22,662,812	6.59%
3	PERSHING AUST NOM PL	INDIAN OCEAN A/C	21,806,645	6.34%
4	EDMONDSON FIONNUALA C		19,264,213	5.60%
5	STUART IAN GEORGE		16,984,858	4.94%
6	GEMELLI ROBERT		16,458,722	4.79%
7	KAPIRI HLDG PL		15,978,031	4.65%
8	PERIZIA INV PL		11,834,417	3.44%
9	EDMONDSON ROHAN CHARLES		11,243,560	3.27%
10	MARTIN ROBERT PAUL + S P	RP & SP MARTIN S/F	8,500,000	2.47%
11	ALGAR VINCENT J + I V L		7,500,000	2.18%
12	SKINK RES PL		7,500,000	2.18%
13	MANDEVILLA PL		6,250,000	1.82%
14	OVERLAND CORNER WEST PL	DEVAUX FAM A/C	5,444,318	1.58%
15	BLACK DAMIAN PETER + A J	LENOIR S/F A/C	5,284,091	1.54%
16	FLUE HLDGS PL		4,958,334	1.44%
17	GOLDFIRE ENTPS PL		4,683,334	1.36%
18	EDMONDSON MATTHEW EDWARD	PICNIC A/C	4,500,000	1.31%
19	BOYNE MURRAY EDSON + L M	MALASAC ACCOUNT	3,858,334	1.12%
20	HOWISON MATTHEW DAVID		3,750,000	1.09%
		TOP 20 TOTAL	223,765,241	65.07%
	* Denotes merged holders.

Spread	of	**Holdings **	**Holders **	**Securities **	% of Issued **Capital **
		NIL holding	0	0	0.00%
		1 - 1,000	1	767	0.00%
		1,001 - 5,000	4	12,238	0.00%
		5,001 - 10,000	16	132,383	0.04%
		10,001 - 100,000	39	1,701,012	0.49%
		100,001 - 9,999,999	130	341,942,017	99.46%
		TOTAL ON REGISTER	190	343,788,417

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Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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, 04/03/13

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 3 Principal terms of the +securities (e.g. 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. Quoted Options
	1. 46,910,568 2. 46,910,568
	1. Fully paid Ordinary Shares 2. Options expiring 30 September 2018 (exercise price 6 cents)

• See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally 1. Yes, pari passu with existing fully paid in all respects from the[+] issue ordinary shares. date with an existing[+] class of quoted[+] securities? 2. No, the fully paid ordinary shares to be issued upon exercise of the options will If the additional[+] securities do rank pari passu with existing fully paid not rank equally, please state: ordinary shares.  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 5 Issue price or consideration 1. $0.005 per Share 2. Nil 6 Purpose of the issue 1. and 2. Issued pursuant to a non‐ (If issued as consideration for renounceable entitlement issue of five (5) the acquisition of assets, clearly Shares for every seven (7) Shares held by identify those assets) those Shareholders registered at the Record Date at an issue price of $0.005 per New Share together with one (1) free attaching option for every one (1) New Share issued. 6a Is the entity an[+] eligible entity Yes 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 6b The date the security holder 8 November 2013 resolution under rule 7.1A was passed 6c Number of[+] securities issued Nil without security holder approval under rule 7.1

• See chapter 19 for defined terms.

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6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 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 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 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	Nil
	Nil
	Nil
	Not Applicable
	Not Applicable
	Capacity under LR 7.1: 79,594,974 Capacity under LR 7.1A: 5,192,498 Total: 84,787,472
	30 September 2014

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	530,633,165 343,788,417	Ordinary shares (Maximum per Rights Issue) Options expiring 30 Sept 2018 (exercise price 6 cents) (Maximum per Rights Issue)

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the+securities in section 2 if applicable)	NUMBER 20,500,000 10,200,000 6,000,000 14,500,000	+Class Options expiring 30 September 2014 (exercise price 19.87 cents) Unlisted Performance Rights  5,100,00 expiring 31 December 2015 (zero exercise price, subject to vesting conditions)  5,100,00 expiring 31 December 2016 (zero exercise price, subject to vesting conditions) Incentive Options (Expiring 30 September 2018, exercise price 1.4 cents) Performance Shares (Each Performance Share will automatically convert into one fully paid ordinary share upon the Company announces 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).

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

Part 2 - 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 offer
	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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

20	Names of any underwriters
21	Amount of any underwriting fee
	or commission
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 offer documents 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?

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

33 +Issue date

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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 40 Do the[+] securities rank equally in all respects from the[+] issue date 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.

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Appendix 3B New issue announcement

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 is not available now, we 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: 30 Sept 2014 (Director/Company secretary)

Print name: Matthew Edmondson

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

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

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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

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----- Start of picture text -----

Insert number of fully paid [+] ordinary 366,341,091
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities 7,381,506 (Repayment of Convertible
issued in that 12 month period under an
exception in rule 7.2 Note 13/12/2013)
31,441,611 (Placement 25/03/2014)
• Number of fully paid [+] ordinary securities
issued in that 12 month period with 51,058,389 (Placement 28/03/2014)
shareholder approval
27,500,000 (Placement 27/05/2014)
• Number of partly paid [+] ordinary
46,910,568 (Rights Issue 30/09/2014)
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
Nil
Subtract the number of fully paid [+] ordinary
securities cancelled during that 12 month
period
“A” 530,633,165
----- End of picture text -----

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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	79,594,974
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insertnumber of+equity securities issued	Nil
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

• 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” 79,594,974

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

placement capacity under rule 7.1
“A” x 0.15	79,594,974
Note: number must be same as shown in
Step 2
Subtract“C”	Nil
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	79,594,974 [Note: this is the remaining
	placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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” 366,341,091 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

New issue announcement Part 2	New issue announcement 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	366,341,091
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	36,634,109
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	31,441,611 (ordinary shares 25/03/2014)
“E”	31,441,611

• 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

• “E” 31,441,611

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

Appendix 3B New issue announcement	Appendix 3B New issue announcement
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	36,634,109
Subtract“E” Note: number must be same as shown in Step 3	31,441,611
Total[“A” x 0.10] – “E”	5,192,498 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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