ZOONO GROUP LIMITED — Proxy Solicitation & Information Statement 2015

Jun 16, 2015

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NOTICE OF GENERAL MEETING GOLDSEARCH LIMITED ACN 006 645 754

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GOLDSEARCH LIMITED ACN 006 645 754

Notice of General Meeting

Notice is hereby given that a general meeting (the Meeting ) of Goldsearch Limited ACN 006 645 754 (the Company ) will be held at:

Date : 16 July 2015

Time : 9.00 AM (AEST)

Venue : Conference Room

Office of Grant Thornton

Level 17, 383 Kent Street

SYDNEY NSW 2000

This Notice of Meeting is accompanied by an Explanatory Memorandum that contains an explanation of, and information regarding, the proposed resolutions (collectively and generally, the Resolutions ). The Explanatory Memorandum forms part of this Notice of Meeting.

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in the Definitions section.

ITEMS OF BUSINESS

1. RESOLUTION – CONSOLIDATION OF CAPITAL

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

“That, for the purposes of Section 254H(1) of the Corporations Act and for all other purposes, the total share capital of the Company be consolidated through the conversion of every two hundred and fifty (250) Ordinary Shares in the Company into one (1) Ordinary Share in the Company and that any resulting fractions of a Share be rounded up to the next whole number of Shares, effective from the date of passing of this resolution.”

2. RESOLUTION – APPROVAL OF PLACEMENT OF SHARES

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

“That, subject to the passing of Resolution 1, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the allotment and issue of up to 6,666,667 new shares in the Company each at an issue price of $0.075 (7.5 cents) per share on a post-consolidated basis to raise $500,000 before costs, on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 2 by:

• a 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 Resolution 2 is passed; and

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• any associates of those persons.

However, the Company need not disregard a vote if:

• it is cast by a person as 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 – RATIFICATION OF PRIOR PLACEMENT OF SHARES – 8 DECEMBER 2014

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of the 44,000,000 Ordinary Shares at $0.0024 per Ordinary Share issued on 8 December 2014 which raised $105,600 on the terms and conditions outlined in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 3 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 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.

4. RESOLUTION – RATIFICATION OF PRIOR PLACEMENT OF SHARES – 13 MAY 2015

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of the 60,000,000 Ordinary Shares at $0.0003 per Ordinary Share issued on 13 May 2015 which raised $18,000 on the terms and conditions outlined in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 4 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 proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

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• 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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VOTING ENTITLEMENTS

For the purpose of the Meeting, the Company has determined that all securities of the Company that are quoted securities at 7pm AEST on 14 July 2015 will be taken, for the purposes of the Meeting, to be held by the persons who were registered holders at that time. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

PROXIES

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint up to two (2) individuals or bodies corporate to act as proxies to attend and vote on the Shareholder’s behalf. Where more than one (1) proxy is appointed each proxy may be appointed to represent a specific proportion of the Shareholder’s voting rights. If the appointment does not specify the proportion or number of votes that each proxy may exercise, each proxy may exercise half of the votes.

A proxy may, but need not, be a Shareholder.

Shareholders who plan to attend the Meeting are asked to arrive at the venue at least fifteen (15) minutes prior to the time designated for the Meeting so that their shareholding may be checked against the Company’s share register and attendance recorded.

A Shareholder that is a body corporate or corporation, or which has been appointed as a proxy, is entitled to appoint any individual to act as its representative at the Meeting. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act. The representative should bring to the Meeting a properly executed letter or other document confirming its authority to act as the Shareholder’s corporate representative.

Completed Proxy Forms (and a certified copy of the power of attorney or other instruments or authorities, if any, under which each Proxy Form is signed) must be deposited by:

MAIL	IN PERSON (ATTENDING THE MEETING)	FAX
Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia	Conference Room Office of Grant Thornton Level 17, 383 Kent Street SYDNEY NSW 2000	+ 61 2 9290 9655

The Proxy Form:

• (a) must be in writing signed by the appointer or by his/her attorney, or if the appointer is a body corporate, either under seal or signed by a duly authorised officer or attorney;

• (b) may specify the manner in which the proxy is to vote in respect of a Resolution and, where it so provides, the proxy is not entitled to vote on the Resolution except as specified on the Proxy Form;

• (c) shall be deemed to confer authority to demand or join in demanding a poll; and

• (d) shall be in such form as the directors of the Company determine and which complies with section 250A of the Corporations Act.

If a proxy is not directed how to vote on a Resolution or item of business, the proxy may vote, or abstain from voting, as they think fit. Should any resolution, other than the Resolution specified in this Notice of Meeting, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.

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ATTENDANCE AND VOTING ELGIBILITY

For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at the time that is forty-eight (48) hours before the Meeting. Accordingly, transactions registered after that time will be disregarded in determining Shareholders’ entitlements to attend and vote at the Meeting.

FURTHER INFORMATION

For more information on the Meeting, please contact the Goldsearch Limited ACN 006 645 754 information line:

Peter Ashcroft: +61 4128 275 375

John Percival: +61 418 641 255

BY ORDER OF THE BOARD

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PETER ASHCROFT COMPANY SECRETARY 15 JUNE 2015

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GOLDSEARCH LIMITED ACN 006 645 754

Explanatory Memorandum

This Explanatory Memorandum:

• (a) has been prepared in connection with the Meeting of Shareholders to take place on 16 July 2015;

• (b) contains an explanation of, and information regarding, the Resolutions; and

• (c) forms part of the Notice of Meeting.

This Explanatory Memorandum:

• (a) does not constitute financial product advice; and

• (b) does not constitute an offer to sell, or an offer to buy, securities in any other jurisdiction.

1. RESOLUTION – CONSOLIDATION OF CAPITAL

The Company proposes to consolidate its share capital through the conversion of every two hundred and fifty (250) ordinary shares in the Company into one ordinary share in the Company.

Under section 254H of the Corporations Act, a company may consolidate its shares if the consolidation is approved by an ordinary resolution of shareholders at a general meeting.

If this Resolution 1 is passed, the consolidation of capital will take effect in accordance with the following timetable (as set out in Appendix 7A (paragraph 8) of the Listing Rules):[1]

ACTION	DATE	BUSINESS DAY
Meeting	16 July 2015	0
Notification to ASX of the results of the Meeting	16 July 2015	0
Last day for pre-consolidation trading	17 July 2015	1
Post-consolidation trading starts on a deferred settlement basis	20 July 2015	2
Last day for the Company to register transfers on a pre- consolidation basis	22 July 2015	4
First day for the Company to send notice to each holder of the changeintheirdetails of holdings	23 July 2015	5
First day for the Company to register the securities on a post- consolidation basis and the first day for issue of holding statements	23 July 2015	5
Issue date	29 July 2015	9
Deferred settlement market ends	29 July 2015	9
Last day for the securities to be entered into holders’ security holdings	29 July 2015	9
Last dayforthe Company to sendnotice to each holderofthe	29 July2015	9

1 Please note that these dates are indicative only and may change subject to compliance with the requirements of the Corporations Act and the Listing Rules.

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BUSINESS ACTION DATE DAY

change in their details of holding

Reasons for the consolidation

The number of Shares presently on issue is 817,921,866 due to historical equity-based capital raisings and corporate transactions.

The share consolidation will result in a more appropriate and effective capital structure for the Company and a share price more appealing to a wider range of investors within Australia and globally, particularly institutional investors and particularly in preparation for the Company to enter into the arrangements announced to the ASX on 19 March and 8 April 2015.

Effect of the consolidation

If the proposed share consolidation is approved by shareholders, the number of the Company’s shares on issue will be reduced from 817,921,866 to 3,271,688.

As the consolidation applies equally to all of the Company’s shareholders, individual shareholdings will be reduced in the same ratio as the total number of the Company’s shares (subject only to the rounding of fractions). It follows that the consolidation will have no material effect on the percentage interest of each individual shareholder in the Company.

The aggregate value of each shareholder’s holding (and the Company’s market capitalisation) should not materially change – other than minor changes as a result of rounding – as a result of the share consolidation alone (and assuming no other market movement or impacts occur).

2. RESOLUTION – APPROVAL OF PLACEMENT OF SHARES

Subject to Resolution 1 being passed, the Company is seeking shareholder approval for the issue of 6,666,667 shares (i.e. the number of shares to be issued post consolidation) at $0.075 (7.5 cents) per share (i.e. at a post consolidation price) for the purpose of additional working capital.

Listing Rule 7.1 provides that a listed company may not issue securities in any twelve (12) month period which, when aggregated with the value of the other securities issued within that twelve (12) month period, exceeds fifteen per cent (15%) of the value of ordinary shares on issue at the beginning of the twelve (12) month period, unless the issue falls within one (1) of the nominated exceptions or the prior approval of members of the Company in the general meeting is obtained.

In compliance with Listing Rule 7.3, shareholders are as advised as follows:

• (a) the total number of securities that may be issued is 6,666,667 ordinary shares;

• (b) shares will be issued to various shareholders that qualify under section 708 of the Corporations Act;

• (c) the shares will be issued at an issue price of $0.075 (7.5 cents) per share raising gross proceeds before costs of $500,000;

• (d) the funds will be used in the following way for working capital generally:

USE OF FUNDS	PROPOSED AMOUNT
Working Capital 2014-15 Audit Outstanding legal costs	$25,000 $25,000 $10,000

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USE OF FUNDS	PROPOSED AMOUNT
Book keeper Traverse (2015 Accounts) Traverse (Tax Return) Office, rent, ASX fees, shareholder registry fees (2015) Consultants	$12,000 $3,000 $5,000 $10,000 $15,000
First SGM Legal fees Shareholder registry Commission on fund raising	$30,000 $6,000 $40,000
Due diligence in relation to acquisition of NHS Legal fees Accountants	$50,000 $15,000
Prospectus fees Legal fees Expert report fees Independent accountant fees Accounting fees Audit fees Shareholder registry fees Printing fees	$120,000 $30,000 $20,000 $25,000 $20,000 $5,000 $10,000
Working Capital (June 2015 and continuing)	$20,000
TOTAL	$496,000

• (e) subject to Resolution 1 being passed and once the consolidation has been effected, the shares will be issued for cash and will be issued following the Shareholders meeting at which this Resolution 2 is passed and in any event not later than three (3) months following the Meeting; and

• (f) the Ordinary Shares will be issued on the same terms and conditions as the Company’s existing Shares.

3. RESOLUTION – RATIFICATION OF PRIOR PLACEMENT OF SHARES – 8 DECEMBER 2014

Listing Rule 7.1 provides that a company must not (subject to specified exceptions), without the approval of shareholders, issue or agree to issue during any twelve (12) month period any equity securities, or other securities with rights to conversion to equity, if the number of those securities exceeds 15% of the number of ordinary securities on issue at the commencement of that twelve (12) month period.

Accordingly, the prior placement of 44,000,000 Ordinary Shares were issued within the Company’s 15% limit permitted under Listing Rule 7.1, without the need for Shareholder approval.

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

This Resolution 3 seeks Shareholder approval for the ratification of the issue of the prior placement of 44,000,000 Ordinary Shares pursuant to Listing Rule 7.4. The effect of Shareholders passing this Resolution 3, by ratifying the prior placement, will be to restore the Company’s ability to issue securities within the 15% placement capacity under Listing Rule 7.1 during the next twelve (12) months, without obtaining prior Shareholder approval.

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Listing Rule 7.5 requires that the following information be provided to Shareholders for the purposes of obtaining Shareholder approval for the issue of shares under the prior placement:

• (a) 44,000,000 Ordinary Shares at $0.0024 per Ordinary Share issued on 8 December 2014 which raised $105,600 for working capital;

• (b) the Ordinary Shares were issued on the same terms and conditions as the Company’s existing Shares;

• (c) the Ordinary Shares were issued to various parties unrelated to the Company, its Directors or associates;

• (d) the funds raised from the prior placement of 44,000,000 Ordinary Shares will be used for providing additional working capital; and

• (e) A voting exclusion statement is included in the Notice.

4. RESOLUTION – RATIFICATION OF PRIOR PLACEMENT OF SHARES – 13 MAY 2015

Listing Rule 7.1 provides that a company must not (subject to specified exceptions), without the approval of shareholders, issue or agree to issue during any twelve (12) month period any equity securities, or other securities with rights to conversion to equity, if the number of those securities exceeds 15% of the number of ordinary securities on issue at the commencement of that twelve (12) month period.

Accordingly, the prior placement of 60,000,000 Ordinary Shares were issued within the Company’s 15% limit permitted under Listing Rule 7.1, without the need for Shareholder approval.

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

This Resolution 4 seeks Shareholder approval for the ratification of the issue of the prior placement of 60,000,000 Ordinary Shares pursuant to Listing Rule 7.4. The effect of Shareholders passing Resolution 4, by ratifying the prior placement, will be to restore the Company’s ability to issue securities within the 15% placement capacity under Listing Rule 7.1 during the next twelve (12) months, without obtaining prior Shareholder approval.

Listing Rule 7.5 requires that the following information be provided to Shareholders for the purposes of obtaining Shareholder approval for the issue of shares under the prior placement:

• (a) 60,000,000 Ordinary Shares at $0.0003 per Ordinary Share issued on 13 May 2015 which raised $18,000 for working capital;

• (b) the Ordinary Shares were issued on the same terms and conditions as the Company’s existing Shares;

• (c) the Ordinary Shares were issued to various parties unrelated to the Company, its Directors or associates;

• (d) the funds raised from the prior placement of 60,000,000 Ordinary Shares will be used for providing additional working capital; and

• (e) A voting exclusion statement is included in the Notice.

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DEFINITIONS

In this Explanatory Memorandum and Notice:

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

Board means the board of Directors.

Company means Goldsearch Limited ACN 006 645 754.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company, and Directors means the directors of the Company.

Explanatory Memorandum means the explanatory memorandum to this Notice.

Listing Rules means the Listing Rules of the ASX.

Meeting has the meaning given in the introductory paragraph of the Notice.

Notice means this notice of meeting.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in this Notice.

Section means a section of the Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

In the Notice and this Explanatory memorandum, words importing the singular include the plural and vice versa.

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GOLDSEARCH LIMITED ACN 006 645 754

How to Vote on Items of Business

For your vote to be effective it must be received by 9.00am AEST on 14 July 2015.

All your securities will be voted in accordance with your directions.

1. APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two (2) proxies to attend the meeting and vote on a poll. If you appoint two (2) proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy, write both names and the percentage of votes or number of securities for each in Step 1 above.

A proxy need note be a securityholder of the Company .

2. SIGNING INSTRUCTIONS

Individual: Where the holding is one (1) name, the securityholder must sing.

Joint Holding: Where the holding is in more than one (1) name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

3. ATTENDING THE MEETING

Bring the Proxy Form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission.

Comments & Questions: If you have any comments or questions for the Company, please write them on a separate sheet of paper and return with this form.

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