CONICO LTD — AGM Information 2022

Oct 25, 2022

CONICO LTD ACN 119 057 457

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

EXPLANATORY STATEMENT

AND

PROXY FORM

TO BE HELD ON

25 NOVEMBER 2022 COMMENCING AT 9:30 AM

AT

LEVEL 15 197 ST GEORGES TERRACE, PERTH WESTERN AUSTRALIA

CONICO LTD

(ACN 119 057 457)

NOTICE OF MEETING

Notice is hereby given that an Annual General Meeting of shareholders of Conico Ltd (the Company ) will be held at Level 15, 197 St Georges Terrace, Perth on Friday the 25[th] of November 2022 at 9:30am.

AGENDA

1. Annual Reports

To table the Annual Financial Report for the financial year ended 30 June 2022 and the Director’s Report and Auditor’s Report for that financial year.

2. Resolution 1 – Adoption of Remuneration Report

To consider, and if thought fit pass, with or without amendment, the following Resolution as a non-binding resolution:

“That for the purposes of section 250R(2) of the Act and for all other purposes, the Company be authorised to adopt the Remuneration Report contained in the Annual Financial Report”.

Short Explanation: In accordance with section 249L(2) of the Act, a resolution that the Remuneration Report be adopted must be put to the vote. The effect of section 250R(3) of the Act is that the vote on this Resolution is advisory only and does not bind the Directors or the Company.

The Company will disregard any votes cast (in any capacity) on this Resolution 1 by or on behalf of the members of the Company’s key management personnel, details of whose remuneration is included in the Remuneration Report and their closely related parties. However, the Company need not disregard a vote cast by any such person (the voter) if the vote is not cast on behalf of any of these persons and either:

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

• (b) the voter is the chair of the meeting and the appointment of the chair as proxy:

  • (i) does not specify the way the proxy is to vote on the resolution; and

  • (ii) expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

3. Resolution 2 – Election of Director

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

“That Mr Thomas Abraham-James being a Director of the Company who retires by rotation pursuant to the Company’s Constitution, and being eligible offers himself for re-election is hereby re-elected as a Director of the Company.”

4. Resolution 3 – Ratification and Approval of Issue of Shares – August 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 16 August 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, 93,750,000 Shares at a price of $0.032 per Share, which Shares rank pari passu with all other Shares currently on issue by the Company, raising $3,000,000 (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 the 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:

• 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

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

5. Resolution 4 – Ratification and Approval of Issue of Broker Options – August 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 30 August 2022, to Peloton Capital Pty Ltd and its nominees of, in the aggregate, 15,000,000 Options, each to acquire one Share at an exercise price of 7 cents and with an expiry date of 20 January 2024, in part satisfaction of lead manager and placement fees payable by the Company to Peloton Capital Pty Ltd and its nominees in connection with the August 2022 Placement.”

The Company will disregard any votes cast on this Resolution by or on behalf of, Peloton Capital Pty Ltd and its nominees, or any associates of those persons. However, this does not apply to a vote cast in favour of the 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:

• 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

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

6. Resolution 5 – Approval of additional 10% placement capacity

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

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given to the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement”

7. General

To transact any business which may be brought before the meeting in accordance with the Constitution of the Company, the Act, or otherwise.

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: Advanced Share Registry Limited, 110 Stirling Hwy, Nedlands WA 6009 By Post to Advanced Share Registry Limited, PO Box 1156, Nedlands WA 6909

Each shareholder entitled to vote at the Annual 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.

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. . If a shareholder does not mark any of the 'For', 'Against' or 'Abstain' boxes on the proxy form for Resolution 1 (Adoption of Remuneration Report), that shareholder will thereby be taken to have expressly authorised and directed the Chairman to exercise the proxy in respect of Resolution 1 in accordance with the Chairman's stated voting intention (that is, to vote in favour of such resolution) even though that resolution is connected to the remuneration of members of the Company’s key management personnel.

The Chairman will call a poll for all resolutions.

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.

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 23 November 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 26[th] day of October 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 Annual 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 – RECEIVE AND CONSIDER THE ANNUAL REPORTS

The first agenda item is to receive and consider the Annual Financial Report, Director’s Report and Auditor’s Report for the Company for the financial year ended 30 June 2022. No Resolution is required in respect of this agenda item. However, it provides shareholders with the opportunity to ask questions of the Company’s Directors and auditors in relation to the Company’s results and operations for the financial year.

2 – REMUNERATION REPORT

The Annual Financial Report for the financial year ended 30 June 2022 contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

In accordance with section 249L(2) of the Act, a resolution that a Remuneration Report be adopted must be put to the vote. However, pursuant to section 250R(3) of the Act, the vote on the Resolution is advisory only and will not require the Directors or the Company to alter any arrangements detailed in the Remuneration Report, should the Resolution not be passed.

Voting exclusion statement

The Company will disregard any votes cast (in any capacity) on this Resolution 1 by or on behalf of the members of the Company’s key management personnel, details of whose remuneration is included in the Remuneration Report and their closely related parties. However, the Company need not disregard a vote cast by any such person (the voter) if the vote is not cast on behalf of any of these persons and either:

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

• (b) the voter is the chair of the meeting and the appointment of the chair as proxy:

• (i) does not specify the way the proxy is to vote on the resolution; and

• (ii) expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

Where the Chairman is appointed as proxy for a shareholder to vote on this resolution and is not expressly directed by such shareholder to vote 'For' or 'Against' this resolution, or to 'Abstain' from voting on this resolution, the Chairman intends to vote in favour of this resolution.

3 – RE-ELECTION OF DIRECTOR

In accordance with the Company’s Constitution, Mr Thomas Abraham-James retires by rotation and, being eligible, offers himself for re-election as a Director of the Company.

Mr Abraham-James was appointed as a Director of the Company by the Board on 1 June 2022. By clause 14.4 of the ASX Listing Rules, Mr Abraham-James is only permitted to hold office until this Annual General Meeting (being the first Annual General Meeting occurring after his appointment), but is permitted to seek (and is seeking) re-election as a Director of the Company at this meeting.

Mr Abraham-James has been a Board member since 1 June 2022. Mr Abraham-James is a geologist educated at the Australian National University with over 15 years’ experience in the mineral exploration industry, in both technical and corporate capacities. In 2008, Mr Abraham-James was employed as exploration manager for Greenland explorer Platina Resources Ltd (ASX: PGM) where he was responsible for managing and conducting development and exploration activities for magmatic sulphide. Accordingly, Mr Abraham-James has an intimate knowledge of mineral exploration in Greenland.

The Board recommends that shareholders vote in favour of this Resolution.

4 – RATIFICATION AND APPROVAL OF ISSUE OF SHARES – AUGUST 2022 PLACEMENT

Resolution 3 seeks shareholder approval and ratification, for the purposes of ASX Listing Rule 7.4 and for all other purposes, of the issue to 102 sophisticated and/or professional investors (being clients of the brokers engaged by the Lead Manager of the placement, Peloton Capital Pty Ltd, and 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) (“August Investors”) of 93,750,000 Shares, at a price of $0.032 per Share, raising $3,000,000 (before the expenses of the issue) (“August 2022 Placement”).

All of the 93,750,000 Shares rank pari passu with all other Shares currently on issue in the Company.

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

A lead manager fee of 1% and a placement fee of 5% of the value of the funds raised under this placement was paid to the lead manager to this placement, Peloton Capital Pty Ltd, and 15,000,000 Options were issued to Peloton Capital Pty Ltd and its nominees.

The issue of the 93,750,000 Shares took place on 16 August 2022 (“August 2022 Placement Date”).

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 August 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 part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without shareholder approval under Listing Rule 7.1 for the 12 month period following the August 2022 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 3 seeks shareholder approval to the August 2022 Placement under and for the purposes of Listing Rule 7.4.

If Resolution 3 is passed, the August 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 August 2022 Placement Date.

If Resolution 3 is not passed, the August 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 August 2022 Placement Date (by 93,750,000).

The Company’s total issued capital immediately prior to the issue of the 93,750,000 Shares to the August Investors on 16 August 2022 was as follows:

2022 was as follows:
Class	Number
Shares	1,358,573,444
CNJO Options	208,722,522
ESOP Options	12,000,000
Other unlisted Options	104,796,307

The issue of the 93,750,000 Shares the subject of this Resolution 3 represented 6.9% of the Company’s then issued share capital (of 1,358,573,444 Shares), and represents 6.44% of the Company’s issued share capital as at the date of this Notice (of 1,454,968,111 Shares).

The Company therefore seeks shareholder approval and ratification to the issue of the 93,750,000 Shares to the August 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 102 sophisticated and/or professional investors (being clients of the brokers engaged by the Lead Manager of the placement, Peloton Capital Pty Ltd, and 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). 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 1,454,968,111 Shares) is 0.14%.

2. The Company issued a total of 93,750,000 ordinary fully paid shares to the August Investors.

3. 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.

4. The Shares were issued on 16 August 2022.

5. All of the Shares were issued at a price of $0.032 raising $3,000,000, less the expenses of the August 2022 Placement.

6. $3,000,000 (less the expenses of the issue) was raised from the issue of the Shares and are to be used for general working capital purpose, exploration on the Company’s East Greenland exploration projects and a 5,000m phase one RC and diamond drilling program at the Mt Thirsty Co-Ni Project (Conico Ltd: 50%, Greenstone Resources Ltd: 50%).

Voting exclusion statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any of the sophisticated and/or professional investors who participated in the Share 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 the 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:

• 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

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

RESOLUTION 4 – RATIFICATION AND APPROVAL OF ISSUE OF BROKER OPTIONS – AUGUST 2022 PLACEMENT

Resolution 4 seeks shareholder approval and ratification, for the purposes of ASX Listing Rule 7.4 and for all other purposes, of the issue to Peloton Capital Pty Ltd and its nominees of 15,000,000 Options, each to acquire one Share at an exercise price of 7 cents and with an expiry date of 20 January 2024 (“Broker Options”), as part consideration of the lead manager and placement fees payable to Peloton Capital Pty Ltd in connection with the August 2022 Placement.

Pursuant to a capital raising mandate agreed with Peloton Capital Pty Ltd on or around 9 August 2022, the Company issued Peloton Capital Pty Ltd and its nominees, 15,000,000 Options in aggregate (“August Broker Option Issue”) on 30 August 2022. These Options represent 1.03% of its current issued capital (of 1,454,968,111 Shares).

The terms and conditions of the Broker Options are summarised in Schedule 1.

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 August Broker Option Issue did not fit within any of these exceptions and, as it has not yet been approved by the Company’s shareholders, it uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without shareholder approval under Listing Rule 7.1 for the 12 month period following the issue date, 30 August 2022.

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 4 seeks shareholder approval of the August Broker Option Issue under and for the purposes of Listing Rule 7.4.

If Resolution 4 is passed, the August Broker Option Issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities the Company can issue without shareholder approval over the 12 month period following the issue date, 30 August 2022.

If Resolution 4 is not passed, the August Broker Option Issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without shareholder approval over the 12 month period following the issue date, 30 August 2022.

The Company’s total issued capital immediately prior to the issue of the August Broker Option Issue on 30 August 2022 was as follows:

Class	Number
Shares	1,452,323,444
CNJO Options	208,722,522
ESOP Options	12,000,000
Otherunlisted Options	104,796,307

The issue of 15,000,000 Broker Options to Peloton Capital Pty Ltd and its nominees represented 1.033% of the Company’s then issued share capital (of 1,452,323,444 Shares), and represents 1.031% of the Company’s issued share capital as at the date of this notice (of 1,454,968,111 Shares).

The Company seeks shareholder ratification and approval to the issue of the 15,000,000 Broker Options the subject of this Resolution 4 pursuant to Listing Rules 7.1 and 7.4.

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

1. The Broker Options were issued by the Company to Peloton Capital Pty Ltd and 17 other investors nominated by Peloton Capital Pty Ltd. Peloton Capital Pty Ltd and all the 17 other investors are not a related parties of the Company, a member of the Company’s key management personnel, a substantial holder of the Company or an associate of any of those persons. Peloton Capital Pty Ltd did not hold any shares in the Company as at the date of this notice and the largest percentage interest in the Company’s issued share capital which any of the investors nominated by Peloton Capital holds (based on the Company’s issued share capital as at the date of this notice, of 1,454,968,111 Shares) is 0.03%.

2. A total of 15,000,000 Broker Options the subject of this Resolution 4 were issued by the Company under the August Broker Option Issue.

3. The Broker Options were issued on the terms and conditions set out in Schedule 1, and are not quoted on the ASX. Any Shares which are issued consequent upon the exercise of any of these Options will rank pari passu with the existing issued Shares of the Company and will be quoted on the ASX.

4. The Broker Options were issued on 30 August 2022.

5. The Broker Options were issued free of charge and in part consideration of lead manager and placement fees payable by the Company to Peloton Capital Pty Ltd in connection with the August 2022 Placement.

6. No funds were raised from the issue of these Broker Options.

7. Pursuant to a capital raising mandate agreed with Peloton Capital Pty Ltd on or around 9 August 2022, the Company agreed:

8. 7.1. to pay to Peloton Capital Pty Ltd a 1% lead manager fee and a 5% placement fee (both exclusive of GST) on the total amount raised, and 15,000,000 Options, under the August 2022 Placement;

9. 7.2. to limit the liability of Peloton Capital Pty Ltd in connection with its engagement to the amount of fees actually paid to Peloton Capital Pty Ltd in relation to the engagement; and

10. 7.3. to indemnify Peloton Capital Pty Ltd against:

    • 7.3.1. all liability, claims, costs or expenses which it incurs in respect of any claim or action by a third party in connection the provision of its services (save and except where it results from any willful misconduct by Peloton Capital Pty Ltd); and

    • 7.3.2. all liability it may have to the Company or any third party as a result of any false, misleading or incomplete information or documents supplied or provided to Peloton Capital Pty Ltd or due to any acts or omission of the Company or any other person, where the same is false, misleading or incomplete in a material respect.

Voting exclusion statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Peloton Capital Pty Ltd, any associates of Peloton Capital Pty Ltd and any of the 17 other investors nominated by Peloton Capital Pty Ltd . 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 the 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:

• 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

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

RESOLUTION 5 – APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY

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.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its shareholders, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes.

Resolution 5 seeks shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue Equity Securities without shareholder approval.

If resolution 5 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further shareholder approval.

If resolution 5 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without shareholder approval set out in Listing Rule 7.1

The following information is provided in accordance with Listing Rule 7.3A:-

1. This 7.1A mandate will be valid from the date of this Annual General Meeting (assuming this Resolution 5 is passed) and will expire on the first to occur of:

2. 1.1. the date that is 12 months after the date of this Annual General Meeting;

3. 1.2. the time and date of the Company’s next annual general meeting;

4. 1.3. the time and date of the approval by the shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking);

5. Any Equity Securities issued under this 7.1A mandate must be in an existing quoted class of Equity Securities and must be issued at a minimum price of 75% of the volume weighted average market price for Equity Securities in the relevant class, calculated over the 15 trading days on which trades in that class where recorded immediately before:

6. 2.1. the date on which the price at which the Equity Securities to be issued is agreed by the Company and the recipient of the Equity Securities; or

7. 2.2. if the Equity Securities are not issued within 10 trading days of the date in paragraph 2.1, the date on which the Equity Securities are issued.

8. The Company intends to use the funds raised by an issue of Equity Securities under this 7.1A mandate for general working capital, exploration on the Company’s East Greenland exploration projects and/or exploration at the Mt Thirsty Co-Ni Project (Conico Ltd: 50%, Greenstone Resources Ltd: 50%).

9. If this mandate is approved, any issue of Equity Securities under this 7.1A mandate will dilute the economic and voting interest of shareholders who do not receive any Equity Securities under the issue. Existing shareholders should also note the risk that:

10. 4.1. the market price for Equity Securities may be significantly lower on the issue date than on the date the 7.1A mandate is approved; and

11. 4.2. the Equity Securities may be issued at a price that is at a discount to the market price for those Equity Securities on the issue date.

The table below shows the dilution of the economic and voting interest of existing shareholders of the Company, calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the number of Shares on issue as at the date of this Notice and the closing market price of the Shares on the ASX on 11 October 2022. It also shows the voting dilution impact if the number of Shares on issue increases and the economic dilution where there are changes in the issue price of the Shares issued under the 7.1A mandate.

			Dilution	Dilution
Number of Shares on Issue* (Variable A in Listing Rule 7.1.A.2)		Shares Issued under Listing Rule 7.1A mandate (10% of the then issued shares on issue)		Issue Price
			$0.009	$0.018	$0.027
			50% Decrease	(see (1) below)	50% increase
				Funds Raised
Current (as at date of this Notice)	1,454,968,111	145,496,811	$1,309,471	$2,618,943	$3,928,414
50%increase	2,182,452,167	218,245,217	$1,964,207	$3,928,414	$5,892,621
100% increase	2,909,936,222	290,993,622	$2,618,943	$5,237,885	$7,856,828

*The number of shares on issue (variable A in the formula) as at the date of this Notice could increase as a result of the issue of Shares that do not require shareholder approval (such as under a pro rata rights issue), that are issued with shareholder approval under Listing Rule 7.1 or that are issued consequent upon the exercise of options currently on issue by the Company (including the Broker Options).

The above table has been prepared on the following assumptions and basis:

• (1) the issue price of $0.018 was the closing market price of the Shares on ASX on 11 October 2022;

• (2) that the Company issues the maximum possible number of Equity Securities under the 7.1A mandate and that the issue of Equity Securities under the 7.1A mandate consists only of Shares.

• (3) The table set out above does not govern any dilution pursuant to approvals under Listing Rule 7.1.

• (4) The table assumes the Company has not issued any Equity Securities in the 12 months prior to this meeting that were not issued under an exemption in Listing Rule 7.2, with approval under Listing Rule 7.1 or ratified under Listing Rule 7.4

• (5) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue.

  • This is why the voting dilution is shown in each example as 10%.

• (6) The above table does not show the dilution that any one particular shareholder will be subject to. All shareholders should consider the dilution caused to their own shareholding having regard to their own specific circumstances.

• The Company’s allocation policy for issues under this 7.1A mandate has not yet been determined. The recipients could consist of current shareholders or new investors (or both). The Company will determine the recipients at the time of the issue under this 7.1A mandate, having regard to the following factors:

• 5.1. the purpose of the issue;

• 5.2. the effect of the issue of the new Equity Securities on the control of the Company;

• 5.3. the circumstances of the Company, including but not limited to the financial position and solvency of the Company;

• 5.4. prevailing market conditions; and

• 5.5. advice from corporate, financial and broking advisers (if applicable).

• The Company has not issued or agreed to issued any equity securities under Listing Rule 7.1A.2 in the 12 months preceding the date of this Annual General Meeting.

• At the time of dispatching this Notice the Company is not proposing to make an issue of Equity Securities under this 7.1A mandate (and accordingly a voting exclusion statement is not included in this Notice).

GLOSSARY OF TERMS

In this Explanatory Statement and accompanying Notice of Meeting the following words and expressions have the following meanings:

• " Act " means Corporations Act 2001 (Cth);

“ August 2022 Placement ” means the issue of 93,750,000 Shares to the August Investors on the August 2022 Placement Date, and which is the subject of Resolution 3.

“August Broker Option Issue” means the 15,000,000 Broker Options issued to Peloton Capital Pty Ltd and its nominees, and which is the subject of Resolution 4;

“August Investors” means the 102 sophisticated and/or professional investors (being clients of the brokers engaged by the Lead Manager of the placement, Peloton Capital Pty Ltd, and 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 August 2022 Placement;

• “ASIC” means Australian Securities and Investments Commission;

• " ASX " means ASX Limited (ACN 008 624 691);

" Board " means the board of Directors of the Company;

• “ Broker Option ” means an option to acquire a Share at $0.07 at any time on or before 20 January 2024;

" Company " or " Conico " means Conico Ltd (ACN 119 057 457);

• " Director " means a director of the Company;

“Equity Securities” means, in accordance with the Listing Rules:

• (a) a share;

• (b) a unit;

• (c) an option over an issued or unissued share or unit;

• (d) a right to an issued or unissued share or unit;

• (e) an option over, or a right to, a security referred to in (c) or (d) above;

• (f) a convertible security;

• (g) any security that ASX decides to classify as an equity security;

• (h) but not a security ASX decides to classify as a debt security;

" Explanatory Statement " means the information attached to the Notice of Meeting which provides information to shareholders about the Resolutions contained in the Notice of Meeting;

“Listing Rules” means the ASX Listing Rules and “Listing Rule” has a corresponding meaning;

" Notice " or " Notice of Meeting " means the notice of meeting which accompanies this Explanatory Statement; and unless the contrary intention appears, terms defined in the Notice of Meeting have the same meaning in this Explanatory Statement. “August 2022 Placement Date ” means 16 August 2022;

• “ Share ” means an ordinary fully paid share in the Company;

Schedule 1 Terms and conditions of Options

The Brokers Options were issued on the following terms and conditions.

• (1) The Options are exercisable at any time prior to 5.00pm WST on 20 January 2024 ("the Time of Expiry"). Options not exercised on or before the Time of Expiry will automatically lapse.

• (2) The Options may be exercised wholly or in part by completing a notice of exercise of options substantially in the form attached to the option certificate ("Notice of Exercise") to be delivered to the Company's registered office and received by it any time prior to the Time of Expiry.

• (3) The Options entitle the holder to subscribe (in respect of each Option held) for one Share at an exercise price per Option of $0.07.

• (4) Upon the exercise of the Options and receipt of all relevant documents and payment, Shares will be issued ranking equally with the then issued Shares. If at the date of exercise of the Options the Shares of the Company are quoted on the ASX, the Company will apply to ASX to have the Shares so issued granted Quotation.

• (5) A summary of the terms and conditions of the Options including the Notice of Exercise will be sent to all holders of Options when they are issued.

• (6) Any Notice of Exercise received by the Company prior to the Time of Expiry will be deemed to be a Notice of Exercise as at the last Business Day of the month in which such notice is received.

• (7) There are no participating entitlements inherent in the Options to participate in new issues of capital, which may be offered to Shareholders during the currency of the Options. Prior to any new pro rata issue of securities to Shareholders, holders of Options will be notified by the Company and will be afforded 10 business days before the Record Date (as defined in the Listing Rules) (to determine entitlements to the issue), to exercise Options.

• (8) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Time of Expiry, the number of Options or the exercise price of the Options or both shall be reconstructed (as appropriate) in a manner which will not result in any benefits being conferred on holders of Options which are not being conferred on Shareholders and (subject to the provisions with respect to rounding of entitlements as sanctioned by the meeting of Shareholders approving the reconstruction of capital), in all respects, the terms for the exercise of Options shall remain unchanged. For these purposes the rights of the Option holder may be changed from time to time to comply with the Listing Rules applying to a reorganisation of capital at the time of reorganisation.

• (9) The Options may be transferred at any time prior to the Time of Expiry.

• (10) Shares issued pursuant to the exercise of an Option will be issued not more than 14 days after the Notice of Exercise.

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LODGE YOUR PROXY VOTE ONLINE

 ONLINE PROXY APPOINTMENT

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Level 15, 197 St George’s Terrace, Perth, Western Australia 6000

www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.

2022 ANNUAL GENERAL MEETING PROXY FORM

I/We being shareholder(s) of Conico Ltd and entitled to attend and vote hereby:

APPOINT A PROXY

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The Chairman of  PLEASE NOTE: If you leave the section blank, OR the meeting the Chairman of the Meeting will be your proxy.

If no individual(s) or body corporate(s) is named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company to be held at Level 15, 197 St Georges Terrace, Perth, Western Australia on 25 November 2022 at 9.30am (WST) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I acknowledge that the Chairman of the Meeting intends to, and authorise the Chairman to, vote all undirected proxies available to him in favour of each item of business (including Resolution 1), even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

VOTING DIRECTIONS

Agenda Items

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For Against Abstain
1 Resolution 1 – Adoption of the Remuneration Report ◼ ◼ ◼
2 Resolution 2 – Election of Director
◼ ◼ ◼
3 Resolution 3 – Ratification and Approval of Issue of Shares – August 2022 Placement ◼ ◼ ◼
4 Resolution 4 – Ratification and Approval of Issue of Broker Options – August 2022 Placement ◼ ◼ ◼
5 Resolution 5 – Approval of additional 10% placement capacity ◼ ◼ ◼
 * 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.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)
Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the
power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company,
the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
Email Address
Please tick here to agree to receive communications sent by the company via email. This may include meeting notifications, dividend
remittance, and selected announcements.
STEP 2
STEP 3
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HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

CHANGE OF ADDRESS

Your address as it appears on Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes.

CORPORATE REPRESENTATIVES

If a representative of a nominated corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.

APPOINTMENT OF A PROXY

If you wish to appoint the Chairman as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman will be your proxy.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign. Joint Holding:

Where the holding is in more than one name, all of the security holders should sign.

Power of Attorney:

DEFAULT TO THE CHAIR OF THE MEETINGS

If you leave Step 1 blank, or if your appointed proxy does not vote on a poll in accordance with your directions or does not attend the Meetings, then the proxy appointment will automatically default to the Chair of the Meetings, who is required to vote the proxies as directed.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each item of business. All your shares 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 shares 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 they choose to the extent they are able. If you mark more than one box on an item, your vote on that item will be invalid.

PROXY VOTING BY CHAIR

If you appoint the Chairman as your proxy (or if he is appointed by default) but you do not direct him how to vote on an item (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that item), you will be expressly authorising the Chairman to vote as he sees fit on that item.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as 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 Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) On each Proxy Form state the percentage of your voting rights or number of shares 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; and

• (b) Return both forms together.

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or 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 2001) does not have a Company Secretary, a Sole Director can 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.

LODGE YOUR PROXY VOTE

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 9.30am (WST) on 23 November 2022, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled meeting.

• ONLINE PROXY VOTE www.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

• ALL ENQUIRIES TO Telephone: +61 8 9389 8033

COMPLIANCE WITH LISTING RULE 14.11

In accordance to Listing Rule 14.11, if you hold shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the shares, you are required to ensure that the person(s) or entity/entities for which you hold the shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided. By lodging your proxy votes, you confirm to the company that you are in compliance with Listing Rule 14.11.