CONICO LTD — Capital/Financing Update 2020

Aug 31, 2020

A.C.N. 119 057 457

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CLEANSING NOTICE

This notice is given by Conico Ltd ( Conico or Company ) under section 708AA(2)(f) of the Corporations Act 2001 (the Act ).

Overview

Conico is undertaking a non-renounceable pro-rata rights offer to Conico shareholders (the Offer ). The terms of the Offer are as follows:

1. The Offer is open to all Conico shareholders who are on the register as at 5.00pm WST on 7 September 2020 (the Record Date ) and who have registered addresses in Australia or New Zealand ( Eligible Shareholders ).

2. Conico shareholders with registered addresses outside of Australia and New Zealand ( Non-Resident Shareholders ) are not entitled to participate in the Offer. Conico has determined, in accordance with the Act and Rule 7.7 of the Listing Rules of ASX Limited (the Rules ) that it would be unreasonable to make the Offer to Non-Resident Shareholders having regard to the number of Non-Resident Shareholders in each country other than Australia and New Zealand, the number and value of the Shares that would be offered to them and the cost of complying with the laws, and any requirements of any regulatory authorities, in countries other than Australia and New Zealand.

3. Under the Offer each Eligible Shareholder will be entitled to be issued with one (1) new fully paid ordinary Conico share ( Share ) for every three (3) Shares held by them as at the Record Date at a price of $0.014 per Share.

4. The rights of Eligible Shareholders under the Offer are non-renounceable.

5. The Offer is fully underwritten by RM Corporate Finance Pty Ltd (“RMCF”).

The Offer, if fully subscribed, will raise approximately $2,062,937 and will result in the issue of approximately 147,352,652 new Shares.

The Offer is being made without disclosure to investors under Part 6D.2 of the Act. The Offer is being made in accordance with section 708AA of the Act, and does not therefore require disclosure under a disclosure document. Conico is satisfied that it is entitled to rely on section 708AA of the Act.

As at the date of this notice, Conico has complied with:

1. the provisions of Chapter 2M of the Act as they apply to Conico; and

2. section 674 of the Act.

As at the date of this notice, there is no excluded information as described in section 708AA(8) and (9) of the Act.

Rights and liabilities attaching to the Shares

The Shares will rank equally with the 442,057,954 Shares already issued by Conico and quoted on the ASX (ASX code: CNJ).

Impact on control

The capital structure of the Company on completion of the Offer will be as follows*:

Shares
Shares currently on issue	442,057,954
Shares offered under the Offer (est.)	147,352,652
Total Shares on issue on completion of the Offer (est.)	589,410,606
Options**
Listed options currently on issue	28,264,866
Unlisted options currently on issue	8,000,000
Options offered under the Offer (est.)	Nil.
Total options on issue on completion of the Offer (est.)	36,264,566

Level 15, 197 St George’s Terrace, Perth, Western Australia 6000 Telephone: (08) 9282 5889 Website: www.conico.com.au

* Assuming the Offer is fully subscribed, and none of the options currently on issue in the Company are converted to Shares before the Record Date.

** No new options in the Company will be issued pursuant this Offer. Assuming none of the existing options currently on issue in the Company are exercised before the Record Date, the number of listed and unlisted options currently on issue in the Company will remain unchanged on completion of the Offer.

The new Shares issued under this Offer will represent up to 25% of the expanded issued Share capital of Conico upon completion of the Offer (depending on the level of take up of the Offer).

Eligible Shareholders will be able to apply for additional Shares (over and above their entitlement) if all of the Shares under the Offer are not taken up by Eligible Shareholders (the Shares which are not taken up are hereinafter referred to as "the Shortfall"). The Shortfall will be placed at the discretion of the Company, and the Company reserves the right not to allot any of the Shortfall or to allot to an applicant a lesser number of the new Shares comprising the Shortfall than the number for which the applicant applies or to reject an application.

Eligible Shareholders who have taken up their entitlement in full will not have their proportionate interest in the Company diluted by the Offer. Eligible Shareholders who take up their entitlement in full, and apply for (and are issued) additional new Shares forming part of the Shortfall will increase their proportionate interest in the Company. Eligible Shareholders who do not take up their entitlement in full (and non-Eligible Shareholders who are unable to participate in the Offer) will have their interest in the Company diluted.

Tasman Resources Limited A.C.N. 009 253 187 ( Tasman ) is the Company’s largest shareholder and currently holds 50,660,821 Shares (representing 11.460% of the Company’s existing Share capital) and 5,184,536 listed options (representing 18.34% of the total listed options). Given the extent of its current shareholding, Tasman does not currently have control over the Company. Tasman has indicated to the Company that it intends to support the Offer and to take up some of its Entitlements. As the Offer is fully underwritten it is therefore anticipated that Tasman’s interest in the Company’s issued Share capital will decrease as a result of the Offer. The Offer is not conditional upon it being underwritten. If the Underwriting Agreement was terminated and not all of the Eligible Shareholders take up their entitlements under the Offer in full, Tasman’s shareholding interest in the Company could have increased at the conclusion of the Offer. However, in view of Tasman’s current shareholding in the Company, it is not considered that the Offer will have any affect on the control of the Company.

RMCF is not presently a shareholder of the Company. RMCF has entered into sub-underwriting agreements to sub-underwrite all of the Shortfall. Accordingly, the underwriting by RMCF will not have any impact on the control of the Company and no individual sub-underwriter will be issued with a number of Shares that will result in it obtaining control of the Company.

For further information please contact Aaron Gates, Company Secretary, on 9282 5889.

Dated: 1 September 2020

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Gregory H Solomon Chairman

Level 15, 197 St George’s Terrace, Perth, Western Australia 6000 Telephone: (08) 9282 5889 Website: www.conico.com.au