ZOONO GROUP LIMITED — Proxy Solicitation & Information Statement 2012

Jul 26, 2012

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27 July 2012

The Manager - Company Announcements Office Australian Securities Exchange Level 4, 20 Bridge Street SYDNEY NSW 2000 Via ASX Online

Number of pages – 10

Dear Sir,

Notice of general meeting

Further to the announcement on 20 July 2012 the directors of Goldsearch Limited now advise that a general meeting of members of the Company will be held on Thursday 30 August 2012 at 10.30am. A copy of the notice of meeting, explanatory statement and proxy form, which will be mailed to shareholders today, is attached for release to the market.

For and on behalf of the directors of Goldsearch Limited

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P S Hewson Secretary

Goldsearch Limited ACN 006 645 754

NOTICE OF GENERAL MEETING

AND

EXPLANATORY STATEMENT

for a meeting to be held at the offices of the Company Level 4, 20 Loftus Street, Sydney NSW 2000 on Thursday 30 August 2012 at 10.30 am.

THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY

If you do not understand any part of this document please contact a professional adviser immediately

Goldsearch Limited

ACN 006 645 754

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of the members of Goldsearch Limited (the “Company”) will be held at the Company’s offices, Level 4, 20 Loftus Street, Sydney NSW 2000 on Thursday 30 August 2012 at 10.30 am.

The business to be considered at the meeting is set out below. Information on the proposals to which the business relates is set out in the Explanatory Statement which accompanies this Notice. This Notice should be read in conjunction with the accompanying Explanatory Statement.

Capitalised terms used in this Notice which are not defined herein have the meanings given to them in the Glossary in the accompanying Explanatory Statement.

Resolution 1 – Approval of issue of shares under proposed placement

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purposes of Listing Rule 7.1 of the ASX Listing Rules and for all other purposes, the shareholders of the Company approve and authorise the issue of up to 65,000,000 ordinary class shares in the Company at 1 cent per share."

Voting Exclusion : The Company will disregard any votes cast on this resolution by:

• any person who may participate in the proposed issue of shares referred to in the resolution;

• any 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 any person who may participate in the proposed issue of shares referred to in the resolution or of any person who might obtain such a benefit if the resolution is passed.

However, the Company need not disregard a vote on the resolution if:

• it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 2 – Approval of issue of shares under February 2012 placement

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for all other purposes, the shareholders of the Company approve the issue on 9 February 2012 of 60,512,000 fully paid ordinary shares in the Company at 2.0 cents per share by way of placement to those investors set out in the Explanatory Statement which accompanies the notice of meeting convening the meeting at which this resolution is proposed."

Voting Exclusion : The Company will disregard any votes cast on this resolution by any person who participated in the issue of shares referred to in this resolution and any of their associates. However, the Company need not disregard a vote on the resolution 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.

ADDITIONAL INFORMATION

This notice of meeting is accompanied by an Explanatory Statement which provides an explanation of the business of the meeting, including the proposed resolutions.

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Voting entitlement

The board of directors of Goldsearch Limited has determined in accordance with regulation 7.11.37 of the Corporations Regulations that for the purpose of voting at the General Meeting, shares will be taken to be held by those who hold them at 7.00 pm (Sydney time) on Tuesday, 28 August 2012. This means that if you are not the registered holder of a relevant share at the time, you will not be entitled to vote in respect of that share.

Voting by proxy

Each shareholder who is entitled to attend and vote at the General Meeting may appoint a proxy to attend and vote on behalf of that shareholder. The proxy need not be a shareholder. Please note that a proxyholder cannot vote on a show of hands but can speak at the meeting and can vote on a poll.

A shareholder who is entitled to cast two or more votes may appoint one or two proxies and may specify the proportion or number of votes that each proxy is appointed to exercise. If a shareholder appoints two proxies and the appointment does not specify the proportion, or number, of shareholder's votes, each proxy may exercise half the votes (disregarding fractions). Neither proxy may vote on a show of hands.

In the event that a shareholder appoints a proxy and specifies the way the proxy is to vote on a particular resolution:

• where the proxy is not the chairman:

• (a) the proxy need not vote on a poll but if the proxy does so then the proxy must vote the way that the shareholder specifies; and

• (b) if a poll is demanded and the proxy does not attend or vote, then the chairman is taken to have been appointed as the proxy; and

• where the chairman is the proxy (including where the chairman is taken to have been appointed the proxy as set out above) the proxy must vote on a poll and must vote the way that the shareholder specifies.

A proxy appointment form is enclosed with this Notice. For the appointment of a proxy to be effective for the Meeting, the following documents must be received by 10.30 am on Tuesday, 28 August 2012:

• (a) the proxy's appointment; and

• (b) if the appointment is signed by the appointer's attorney – the authority under which the appointment was signed or a certified copy of the authority.

Proxies may be lodged using the reply paid envelope or:

BY MAIL - Share Registry – Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia

BY FAX - + 61 2 9290 9655

IN PERSON - Share Registry – Boardroom Pty Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia

If mailing, please allow sufficient time for your form to be received by 10.30 am on Tuesday 28 August 2012.

Corporate representatives

A body corporate may appoint an individual as a representative to exercise all or any of the powers the body corporate may exercise at meetings of shareholders. The appointment may be a standing one. Unless otherwise specified in the appointment, the representative may exercise, on the body corporate's behalf, all of the powers that the body corporate could exercise at a meeting or in voting on a resolution.

By order of the board of directors of Goldsearch Limited

Paul S Hewson Company Secretary 27 July 2012

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Goldsearch Limited ACN 006 645 754

General Meeting

EXPLANATORY STATEMENT

Important information

This Explanatory Statement has been prepared for the information of the shareholders of Goldsearch Limited (the “Company” ) in connection with the business to be conducted at the General Meeting of the Company to be held at 10.30 am (Sydney time) on 30 August 2012, at the offices of the Company, Level 4, 20 Loftus Street, Sydney, New South Wales.

The purpose of this Explanatory Statement is to provide information that the Directors believe to be material to shareholders in deciding whether or not to pass the resolutions set out in the Notice. Amongst other things, this Explanatory Statement provides members with the information to be provided under the Listing Rules.

You should read this document carefully.

This Explanatory Statement and the accompanying Notice are important and should be read in conjunction with each other. You should read each document in its entirety before deciding how to vote on the resolutions at the Meeting. If you are in doubt as to what you should do, you should consult your financial, legal or other professional adviser.

No investment advice

This Explanatory Statement does not constitute financial product advice and it does not purport to contain all the information that a prospective investor may require in evaluating a possible investment in the Company. This Explanatory Statement has been prepared without taking account of any person’s particular investment objectives, financial situation or needs.

Role of ASX

Copies of this Explanatory Statement and the Notice have been lodged with ASX for the purposes of Listing Rule 15.1.4. Neither ASX nor any of its officers take any responsibility for the contents of this Explanatory Statement and the Notice.

Glossary

Unless otherwise defined in this document, capitalised terms have the meaning set out in the Glossary at the end of this Explanatory Statement.

1. Resolution 1 – Approval of issue of shares under proposed placement

Background

On 20 July 2012 the Company announced that the directors of the Company had arranged a placement of 65,000,000 Shares to raise $650,000 by way of placement to various sophisticated investors, which placement is subject to the passing of resolution 1.

The moneys to be raised under the Proposed Placement will be used to fund the Company's working capital requirements, principally to finance the on-going contribution to exploration expenditures on the Mary Kathleen joint venture with Chinalco Yunnan Copper Resources Limited.

The Company has entered into binding firm commitments, subject to the passing of resolution 1, with each of the Proposed Investors set out in the following table for those Proposed Investors to subscribe and pay for (and the Company to issue) that number of Shares appearing adjacent to the name of the Proposed Investor at 1 cent per Share:

Proposed Investor	number of Shares
Wingett Nominees Pty Limited	50,000,000
Mr Steven H Koppe	6,000,000
CH Administration Pty Ltd	4,000,000
Forsyth Barr Custodians Ltd	2,500,000
Mr Matthew Critchley	2,500,000
Total to be issued	65,000,000

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Resolution 1 seeks shareholder approval for the issue of the 65,000,000 Shares under the Proposed Placement for the purposes of Listing Rule 7.1 of the ASX Listing Rules.

In general terms, Listing Rule 7.1 of the ASX Listing Rules imposes a 15% cap on the number of equity securities (which includes ordinary shares and options to acquire ordinary shares) that can be issued by the Company, without the approval of shareholders, in any 12 month period (" 15% limit "). However, the Company is permitted to issue equity securities in excess of the 15% limit if those equity securities are issued in reliance on an exception to Listing Rule 7.1 or the issue is approved by shareholders. When taken with other issues of equity securities by the Company in the 12 months preceding the date of this Notice, the 65,000,000 Shares to be issued under the Proposed Placement would exceed the 15% limit.

Accordingly, the Company is seeking shareholder approval for the issue of up to 65,000,000 Shares under the Proposed Placement.

Information required under ASX Listing Rule 7.3

In addition to the above, the following details of the proposed issue of the 65,000,000 Shares for which shareholder approval is sought are provided for the purposes of Listing Rule 7.3 of the ASX Listing Rules:

• The maximum number of Shares to be issued by the Company under the Proposed Placement is 65,000,000.

• The 65,000,000 Shares will be issued on a date no later than 3 months after the date of this Meeting, but are expected to be issued on 6 September 2012.

• Each Share is to be issued at a price of 1.0 cent per Share, raising a total of $650,000 under the Proposed Placement before costs and expenses.

• The Shares will be allotted and issued to the Proposed Investors in the numbers and as identified in the above table.

• The 65,000,000 Shares will be issued as fully paid ordinary shares, ranking equally with the Company's existing Shares.

• It is proposed that the funds raised from the Proposed Placement will be used to pay the Company's on-going working capital needs, principally to finance the on-going contribution to exploration expenditures on the Mary Kathleen joint venture with Chinalco Yunnan Copper Resources Limited.

• The Company will apply for the 65,000,000 Shares to be quoted on the ASX.

Board Recommendation

The passing of resolution 1 will:

• (a) enable the Company to raise additional funds from the Proposed Investors who have committed to participate in the Proposed Placement which will provide the Company with additional working capital to help meet its share of exploration expenditures on the Mary Kathleen joint venture; and

• (b) provide flexibility for the Company to raise additional funds in the future as and when required.

• For these reasons, the Directors recommend that you vote in favour of resolution 1.

2. Resolution 2 – Approval of issue of shares under February 2012 placement

Background

The Company is seeking the approval of members for the purposes of ASX Listing Rule 7.4, in respect of the issue of 60,512,000 fully paid ordinary shares that were issued under its recent placement in February 2012.

On 9 February 2012 the Company completed a capital raising by way of private placement, through the issue of 60,512,000 ordinary shares at 2 cents per share, raising $1,210,240, to fund the on-going contribution to exploration expenditures on the Company's Mary Kathleen joint venture with Chinalco Yunnan Copper Resources Limited.

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The 60,512,000 Shares were issued to the following investors:

Investor	Number of Shares
Pershing Australia Nominees Pty Ltd (Placement Account)	5,912,000
Simon and Jeanette Podolsky (Podolsky Family Superfund Account)	500,000
Australian Trade Access Pty Ltd	500,000
Deborah West	2, 500,000
Steven H Koppe	1,100,000
Ryan Paul Cross	750,000
Clay J Cross	1,250,000
Napier Earthquake Company Pty Ltd	1,000,000
Forsyth Barr Custodians Ltd	2,500,000
JP Morgan Nominees Australia Ltd	1,250,000
Yarandi Investments Pty Ltd (Griffith Family No. 2 Account)	1,500,000
James Horder	1,250,000
Bavarian Capital Management	2,500,000
Mark Ewin	12,500,000
Snowy Plains Pty Ltd	1,250,000
LAM Speculative Ltd	2,500,000
David Tribe	1,000,000
Voapofo Pty Ltd	10,550,000
Karma Sikkim Pty Ltd ATF: The Family Dreams Trust	7,200,000
Fallon Group Holdings	2,500,000
Michael Dimitrios	500,000
Total Shares issued	60,512,000

Effect of approval

In general terms, Listing Rule 7.1 of the ASX Listing Rules imposes a 15% cap on the number of equity securities (including ordinary shares) that can be issued by the Company, without the approval of shareholders, in any 12 month period (" 15% limit "). However, the Company is permitted to issue shares in excess of the 15% limit if those shares are issued in reliance on an exception to Listing Rule 7.1 or the issue is approved by shareholders. Listing Rule 7.4 enables shareholders to subsequently approve the issue of such shares for the purposes of Listing Rule 7.1.

The effect of the approval by shareholders of resolution 2 would be that the 60,512,000 Shares issued under the Placement by the Company will not count towards the 15% limit.

The Company's capital base is critical to its ability to manage its business. With the current environment surrounding global credit markets, it is important for the Board to have maximum flexibility in accessing all forms of capital.

The requirement to obtain shareholder approval for an issue (and the need to convene a special meeting to do so), before the issue, could limit the Company's ability to take advantage of opportunities that may arise to raise equity capital.

No decision has been made by the Board to undertake any further issue of equity securities in the event that approval is received from shareholders in respect of resolution 2, apart from the proposed issue which is the subject of the approval under resolution 1. The Board will only decide to issue further equity securities if it considers it is in the best interests of the Company to do so. This may depend, amongst other things, on the Company's capital position and conditions in capital markets.

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Information required under ASX Listing Rule 7.5

Each of the 60,512,000 Shares were issued at an issue price of 2 cents per Share.

The funds raised from the issue of the 60,512,000 Shares have been, and will continue to be, used to meet working capital expenses of the Company, including on-going contribution to exploration expenditure on the Company's Mary Kathleen joint venture with Chinalco Yunnan Copper Resources Limited. The 60,512,000 Shares were issued on the same terms as, and rank equally with, all other ordinary shares in the capital of the Company then on issue.

The 60,512,000 Shares were allotted to those sophisticated investors set out in the table above.

Board Recommendation

The Directors believe that it is in the best interests of the Company that the Directors maintain their ability to issue up to 15% of the issued capital of the Company over the next 12 months.

The Directors recommend that members vote in favour of Resolution 2.

GLOSSARY

In this Explanatory Statement:

ASX means ASX Limited ACN 008 624 691 or the Australian Securities Exchange, as the context requires.

Board means the board of the Company.

Company means Goldsearch Limited ACN 006 645 754.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Statement means the Explanatory Statement accompanying the Notice.

Investors means those persons who were allotted and issued Shares under the Placement as disclosed in section 2 of this Explanatory Statement.

Listing Rules or ASX Listing Rules means the official listing rules of ASX.

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

Notice means the notice of meeting accompanying this Explanatory Statement.

Placement means the placement of 60,512,000 Shares at 2.0 cents per Share to the Investors on 9 February 2012.

Proposed Investors means those persons who have agreed to subscribe for Shares under the Proposed Placement as disclosed in section 1 of this Explanatory Statement.

Proposed Placement means the proposed placement of up to 65,000,000 Shares at 1.0 cent per Share to the Proposed Investors as outlined in section 1 of this Explanatory Statement.

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

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Goldsearch Limited ACN 006 645 754

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FOR ALL ENQUIRIES CALL:

• 61 02 9290 9600

FACSIMILE

• 61 02 9290 9655

ALL CORRESPONDENCE TO:

Boardroom Pty Limted Level 7, 207 Kent Street Sydney, NSW 2000 Australia

Your address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE YOUR PROXY MUST BE RECEIVED BEFORE 10.30 am TUESDAY 28 AUGUST 2012

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 - Appointment of proxy

Each shareholder who is entitled to attend and vote at the General Meeting may appoint a proxy to attend and vote on behalf of that shareholder. The proxy need not be a shareholder. Where a shareholder appoints only one proxy, that proxy is entitled to vote on a show of hands. If a shareholder appoints two proxies, only one proxy is entitled to vote on a show of hands.

A shareholder who is entitled to cast two or more votes may appoint one or two proxies and may specify the proportion or number of votes that each proxy is appointed to exercise. If a shareholder appoints two proxies and the appointment does not specify the proportion, or number, of shareholder's votes, each proxy may exercise half the votes (disregarding fractions).

STEP 2 - Voting directions to your proxy

You can tell your proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

STEP 3 - Sign the Proxy Form

The Proxy Form must be signed as follows :

Individual: This form is to be signed by the securityholder.

In the event that a shareholder appoints a proxy and specifies the way the proxy is to vote on a particular resolution:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote the way the shareholder specifies;

• 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;

• where the proxy is not the Chairman:

• (a) the proxy need not vote on a poll but if the proxy does so then the proxy must vote the way that the shareholder specifies; and

• (b) if a poll is demanded and the proxy does not attend or vote, then the Chairman is taken to have been appointed as the proxy; and

• where the Chairman is the proxy (including where the Chairman is taken to have been appointed the proxy as set out above) the proxy must vote on a poll and must vote the way that the shareholder specifies.

• .

Appointment of a second proxy

You are entitled to appoint up to two 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 securities registry or you may copy this form.

To appoint a second proxy you must:

• (a) Complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the 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 your votes. Fractions of votes will be disregarded.

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

Joint holding : Where the holding is in more than one name, all the securityholders must sign.

Power of attorney: To sign under a power of attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the power of attorney to this form when you return it.

Companies: This form must be signed by a director jointly with either another director or a company secretary. Where the company has a sole director who is also the sole company secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 - Lodgement of a Proxy Form

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 10:30 am on Thursday, 30 August 2012 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged using the reply paid envelope or:

BY MAIL - Boardroom Pty Limited – Level 7, 207 Kent Street Sydney NSW 2000 Australia

BY FAX - + 61 2 9290 9655

IN PERSON - Boardroom Pty Limited – Level 7, 207 Kent Street Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Goldsearch Limited

STEP 1 - Appointment of proxy

I/We being a member/s of Goldsearch Limited and entitled to attend and vote hereby appoint

the Chairman of If you are not appointing the Chairman of the Meeting as your proxy please write the Meeting here the full name of the individual or body corporate (excluding the registered (mark with an OR securityholder) you are appointing as your proxy. ‘X’)

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the General Meeting of the shareholders of Goldsearch Limited to be held in the offices of the Company at Level 4, 20 Loftus Street, Sydney NSW 2000 on Thursday 30 August 2012 at 10:30 am and at any adjournment of that meeting, to act 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.

Tick this box if you authorise the Chairman to vote undirected proxies in respect of Resolutions 1 and 2.

Voting Exclusions :

Resolution 1

The Company will disregard any votes cast on resolution 1 by:

• any person who may participate in the proposed issue of shares referred to in the resolution;

• any 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 any person who may participate in the proposed issue of shares referred to in the resolution or of any person who might obtain such a benefit if the resolution is passed.

• However, the Company need not disregard a vote on the resolution 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

The Company will disregard any votes cast on resolution 2 by any person who participated in the issue of shares referred to in this resolution and any of their associates. However, the Company need not disregard a vote on the resolution 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.

The Chairman intends to vote all undirected proxies (where this box has been marked) in favour of both resolutions 1 and 2.

STEP 2 - Voting directions to your proxy – please mark � to indicate your directions

RESOLUTION	For Against Abstain
1.Approval of issue of shares under proposed placement	� � �
2.Approval of issue of shares under February 2012 placement	� � �

In addition to the intentions advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.

*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.

STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole director and sole company secretary Director Director/Company secretary
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Contact name ……………………………….……..

Contact daytime telephone ………………………………….. Date / / 2012