A.C.N. 119 057 457

29 April 2022

Dear Shareholder,

GENERAL MEETING - NOTICE AND PROXY FORM

Conico Ltd (Company) is convening a General Meeting of shareholders to be held on Monday, 30 May 2022 at 10.30am (AWST) (Meeting) at Level 15, 197 St Georges Terrace, Perth WA 6000.

In accordance with section 253RA of the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the notice convening the Meeting (Notice). Instead, a copy of the Notice (which is dated 29 April 2022) is available athttps://conico.com.au/announcements/ and the ASX Company's Announcement Platform at asx.com.au (ASX:CNJ).

If you have elected to receive notices by email, the Company will provide a link via email to where the Notice and other materials relating to the Meeting can be viewed or downloaded. If you have not elected to receive notices from the Company by email, a copy of your personalised proxy form will be posted to you, together with this letter, for your convenience.

If for any reason you are unable to download a copy of the Notice, a hard copy can be obtained by contacting Advanced Share Registry Limited on +61 8 9389 8033.

A copy of your Proxy Form is enclosed for convenience. Proxy appointments may be lodged by any of the below methods and must be received by 10.30am (WST) on 28 May 2022:

ONLINE PROXY VOTEwww.advancedshare.com.au/investor-login

BY MAIL

Advanced Share Registry Limited

110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909

BY FAX +61 8 9262 3723

IN PERSON

Advanced Share Registry Limited

110 Stirling Hwy, Nedlands WA 6009; or

The Notice (including the accompanying Explanatory Statement) sets out important details regarding the resolutions that will be put to Shareholders at the General Meeting of Conico Ltd. You should read the Notice and all accompanying materials carefully and in their entirety.

If you are in doubt as to how you should vote, you should seek independent advice from your accountant, solicitor or other professional adviser prior to voting.

The Company thanks shareholders for their ongoing support.

Yours faithfully

Aaron Gates Company Secretary

Conico Ltd (ASX: CNJ)

Level 15, 197 St Georges Terrace, Perth, WA, 6000.

Tel: +61-8-9282-5889,www.conico.com.au

CONICO LTD ACN 119 057 457

NOTICE OF GENERAL MEETING

OF SHAREHOLDERS

EXPLANATORY STATEMENT

AND

PROXY FORM

TO BE HELD ON

MONDAY 30 MAY 2022

COMMENCING AT 10.30AM

AT

LEVEL 15

197 ST GEORGES TERRACE, PERTH

WESTERN AUSTRALIA

CONICO LTD

(ACN 119 057 457)

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of shareholders of Conico Ltd (the Company) will be held at Level 15, 197 St Georges Terrace, Perth on Monday the 30th of May 2022 at 10.30am.

AGENDA

1. Resolution 1 - Ratification and Approval of Issue of Shares - April 2022 Placement

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

"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify and approve the issue, on 11 April 2022, to a number of sophisticated and/or professional investors (being persons to whom a disclosure document was not required to be provided by virtue of s.708(8) to s.708(11) of the Act) of, in the aggregate, 150,032,231 Shares at a price of $0.013 per Share, which Shares rank pari passu with all other Shares currently on issue by the Company, raising $1,950,419 (before the expenses of the issue)."

The Company will disregard any votes cast on this resolution by or on behalf of any of the sophisticated and/or professional investors who participated in the Share issue the subject of this Resolution, or any associates of those persons. However, this does not apply to a vote cast in favour of this resolution by:

  • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or

  • the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

    • o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

    • o the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

2. Resolution 2 - Approval of Issue of Options - April 2022 Placement

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

"That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue, in the aggregate, of 75,016,116 Options in the Company, each to acquire one Share at an exercise price of $0.026 at any time on or before 31 December 2026, to those sophisticated and/or professional investors (being persons to whom a disclosure document was not required to be provided by virtue of s.708(8) to s.708(11) of the Act) who participated in the April 2022 Placement, on the basis of one Option (free of charge) for every two Shares subscribed for under the April 2022 Placement, as part of the consideration for the April 2022 Placement."

The Company will disregard any votes cast on this resolution by or on behalf of any of the sophisticated and/or professional investors who are entitled to participate in the Option issue the subject of this resolution, any person who will obtain a material benefit as a result of the proposed Option issue the subject matter of this resolution, or any associates of those persons. However, this does not apply to a vote cast in favour of this resolution by:

  • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or

  • the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

    • o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

    • o the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

Resolution 3 - Approval of Issue of Options - Peloton Capital Pty Ltd

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

"That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue of 30,000,000 Options in the Company, each to acquire one Share at an exercise price of $0.026 at any time on or before 31 December 2026, to Peloton Capital Pty Ltd (and/or its nominee(s)), as part of the consideration payable to it for underwriting the April 2022 Rights Issue."

The Company will disregard any votes cast on this resolution by or on behalf of Peloton Capital Pty Ltd and its nominees, a person who will obtain a material benefit as a result of the proposed Option issue under this resolution, or any associates of those persons. However, this does not apply to a vote cast in favour of this resolution by:

  • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or

  • the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

    • o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

    • o the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

4. Resolution 4 - Approval of Issue of Shares and Options - Additional Placement

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

"That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue to two sophisticated and/or professional investors (being persons to whom a disclosure document was not required to be provided by virtue of s.708(8) to s.708(11) of the Act) of, in the aggregate, 16,313,923 Shares at a price of $0.013 per Share, which Shares rank pari passu with all other Shares currently on issue by the Company, together with 8,156,962 free attaching Options, each to acquire one Share at an exercise price of $0.026 and with an expiry date of 31 December 2026, to raise $212,081 (before the expenses of the issue)"

The Company will disregard any votes cast on this resolution by or on behalf of any of the sophisticated and/or professional investors who are entitled to participate in the Share and Option issue the subject of this resolution, any person who will obtain a material benefit as a result of the proposed Share and Option issue the subject of this resolution, or any associates of those persons. However, this does not apply to a vote cast in favour of this resolution by:

  • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or

  • the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

o

the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not

an associate of a person excluded from voting, on the resolution; and

o

the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in

that way.

PROXIES

In accordance with section 249L of the Act, shareholders are advised each shareholder has a right to appoint a proxy, the proxy need not be a shareholder of the Company, and a shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

In accordance with section 250BA of the Act the Company specifies the following for the purposes of receipt of proxy appointments: By hand delivery to the Registered Office:

Level 15, 197 St Georges Terrace, Perth, Western Australia 6000

By Post to PO Box 7055, Cloisters Square, Perth, Western Australia 6850

Each shareholder entitled to vote at the General Meeting has the right to appoint a proxy to vote on each particular Resolution. A shareholder may specify the way in which the appointed proxy is to vote on a particular Resolution or may allow the appointed proxy to vote at its discretion. The instrument appointing the proxy must be received by the Company as provided in its Constitution no later than 48 hours prior to the time of the commencement of General Meeting. This proxy form may be sent by facsimile transmission to the number identified on the proxy form. Where a shareholder appoints the Chairman as their proxy and does not expressly direct the Chairman to vote 'For' or 'Against' a resolution or to abstain from voting on a resolution, the Chairman intends to vote in favour of such resolution. Notwithstanding the Chairman's voting intention, a shareholder can (where they have appointed the Chairman as their proxy) expressly direct the Chairman to vote for or against such resolution, or to abstain from voting on such resolution, by marking the appropriate box on their proxy form. That is, a shareholder can direct the Chairman to vote as their proxy in a manner which is contrary to the Chairman's stated voting intentions.

The Chairman will call a poll for all resolutions.

A corporation may elect to appoint a representative in accordance with the Act in which case the Company will require written proof of the representative's appointment which must be lodged with, or presented to the Company before the meeting.

For the purposes of Regulation 7.11.37 of the Corporations Regulations 2001 the Company determines that shareholders holding ordinary shares at 5.00pm WST on 28 May 2022 will be entitled to attend and vote at the General Meeting.

Except where the contrary intention appears, all defined terms used in this Notice of Meeting have the meanings set out in the glossary of the Explanatory Statement accompanying this Notice.

By Order of the Board of Directors

A P Gates

Company Secretary

Dated this 29th day of April 2022

CONICO LTD (ACN 119 057 457)

EXPLANATORY STATEMENT FOR SHAREHOLDERS

This Explanatory Statement is intended to provide shareholders of the Company with sufficient information to assess the merits of each Resolution contained in the accompanying Notice of General Meeting of the Company.

The Directors recommend that shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions. The following information should be noted in respect of the various matters contained in the accompanying Notice of Meeting.

1 - RATIFICATION AND APPROVAL OF ISSUE OF SHARES - ARPIL 2022 PLACEMENT

Resolution 1 seeks shareholder approval and ratification, for the purposes of ASX Listing Rule 7.4 and for all other purposes, of the issue to 84 sophisticated and/or professional investors (being persons to whom a disclosure document was not required to be provided by virtue of s.708(8) to s.708(11) of the Act) ("2022 Investors") of 150,032,231 Shares at a price of $0.013 per Share, raising $1,950,419 (before the expenses of the issue).

All of the 150,032,231 Shares rank pari passu with all other Shares currently on issue in the Company.

This Share issue was made without disclosure to the 2022 Investors in accordance with section 708 of the Act.

A lead managers fee of 1% and a placement fee of 5% of the value of the funds raised under this placement was paid to Peloton Capital Pty Ltd, Oracle Capital Group Pty Ltd and RM Corporate Finance Pty Ltd (a company associated with Company directors, Guy Le Page and James Richardson).

The issue of the 150,032,231 Shares took place on 11 April 2022 ("Placement Date") at a price of $0.013 ("April 2022 Placement").

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

The April 2022 Placement does not fit within any of these exceptions and, as it has not yet been approved by the Company's shareholders, it uses up all of the 15% limit in Listing Rule 7.1, reducing the Company's capacity to issue any further equity securities without shareholder approval under Listing Rule 7.1 for the 12 month period following the Placement Date.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the Company's capacity to issue further equity securities without shareholder approval under that rule. The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under Listing Rule 7.1. To this end, resolution 1 seeks shareholder approval to the April 2022 Placement under and for the purposes of Listing Rule 7.4.

If resolution 1 is passed, the April 2022 Placement will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Placement Date.

If resolution 1 is not passed, the April 2022 Placement will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities the Company can issue without shareholder approval over the 12 month period following the Placement Date (to nil).

The Company's total issued capital immediately prior to the issue of the 150,032,231 Shares to the 2022 Investors on 11 April 2022 was as follows:

Class

Number

Shares

1,000,214,874

ESOP Options

11,000,000

Other unlisted Options

104,796,307

The issue of 150,032,231 Shares to the 2022 Investors represented 15% of the Company's then issued share capital (of 1,000,214,874 Shares), and represents 13.04% of the Company's issued share capital as at the date of this notice (of 1,150,247,105 Shares).

The Company therefore seeks shareholder approval and ratification to the issue of the 150,032,231 Shares to the 2022 Investors pursuant to Listing Rules 7.1 and 7.4.

The following information is provided in accordance with Listing Rule 7.5:

  • 1. The Shares were issued by the Company to 84 sophisticated and/or professional investors being clients of the 4 brokers to the Placement (being 180 Markets Pty Ltd, Oracle Capital Group Pty Ltd, Peloton Capital Pty Ltd and RM Corporate Finance Pty Ltd). None of these investors are a related party of the Company, a member of the Company's key management personnel, a substantial holder of the Company, an adviser to the Company or an associate of any of those persons. The largest percentage interest in the Company's issued share capital which any of these investors holds (based on the Company's issued share capital as at the date of this notice, of 1,150,247,105 Shares) is 0.87%.

  • 2. The Company issued a total of 150,032,231 ordinary fully paid shares to the 2022 Investors.

  • 3. The Shares were issued on 11 April 2022.

  • 4. The Shares were issued at an issue price of $0.013 per Share, raising $1,950,419, less the expenses of the issue.

  • 5. The Shares were issued on the same terms as, and rank pari passu with, the existing issued Shares of the Company and are quoted on the ASX.

  • 6. $1,950,419 (less the expenses of the issue) was raised from the issue of the Shares, which will be applied towards general working capital, the 2022 East Greenland Exploration program (Conico 100%) and further assessment of the Mt Thirsty Co-Ni Project (Conico: 50% and Greenstone Resources Ltd 50%).

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Conico Limited published this content on 29 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2022 03:41:06 UTC.