CONICO LTD — Capital/Financing Update 2022

Apr 11, 2022

Tuesday, 12 April 2022

Australian Securities Exchange Announcement

Corrected Pro-Rata Non-Renounceable Rights Issue - Sub-Underwriting Announcement

Please see attached Pro-Rata Non-Renounceable Rights Issue - Sub-Underwriting announcement with the “Record Date” showing the correct date of 26 April 2022.

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Aaron P Gates Company Secretary

email: mailroom@conico.com.au phone: +61 (08) 9282 5889 address: Level 15, 197 St George’s Terrace Perth, Western Australia

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conico.com.au

ACN 119 057 457

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AUSTRALIAN SECURITIES EXCHANGE ANNOUNCEMENT

11 April 2022

PRO-RATA NON-RENOUNCEABLE RIGHTS ISSUE - SUB-UNDERWRITING

Conico Ltd (“ Conico ” or “ Company ”) intends to undertake a non-renounceable pro-rata rights offer to Conico shareholders to raise up to (if fully subscribed) approximately $2,492,202, before the expenses of the offer (the “ Rights Offer ”). The Rights Offer will be open to all shareholders who are on the register as at 5:00pm WST 26 April 2022 (“ the Record Date” ) and who have a registered address in Australia or New Zealand. Under the Rights Offer, Conico will make an offer to all eligible shareholders of one (1) fully paid ordinary Conico share (“ Share ”) for every (6) fully paid ordinary Conico Shares held as at the Record Date, at a price of $0.013 per Share, together with one for two free attaching options to acquire Shares at $0.026 each on or before 31 December 2026 (“ Options ”). Further details of the Rights Issue were set out in the market announcement made by Conico on 31 March 2022.

The Rights Offer is fully underwritten by Peloton Capital Pty Ltd (“ Peloton ” or “ Underwriter ”)) pursuant to an underwriting agreement dated on or around 30 March 2022 (“ Peloton UA ”). RM Corporate Finance Pty Ltd (AFSL 315235) (“ Sub-Underwriter ”) has, pursuant to a subunderwriting agreement dated 11 April 2022 (“ Sub-Underwriting Agreement ”), agreed to subunderwrite one third (approximately 33.33%) of the shortfall securities that Peloton has agreed to underwrite pursuant to the Peloton UA. This equates to a maximum sub-underwriting of 63,902,617 Shares (together with one for two free attaching Options), for a maximum amount of $830,734.02 (“ the Sub-Underwritten Amount ”), assuming no valid applications are received from eligible shareholders under the Rights Offer.

Peloton will pay to the Sub-Underwriter a fee of 5% of the Sub-Underwritten Amount (plus GST) (being $41,537 plus GST) (“ Sub-Underwriting Fee ”), provided the Sub-Underwriter complies with all provisions of the Sub-underwriting Agreement and subject to the terms and conditions of the Sub-underwriting Agreement

The Sub-Underwriter is a company associated with Conico directors Guy Le Page and James Richardson. The Sub-Underwriting Agreement will terminate automatically upon termination of the Peloton UA, howsoever occurring.

The Peloton UA contains provisions entitling Peloton to terminate the Peloton UA upon the occurrence of one or more events or circumstances (" Events of Termination "). The SubUnderwriter has agreed that Peloton’s right of termination under the Peloton UA is at the sole discretion of Peloton and if Peloton elects not to terminate the Peloton UA, despite being entitled to do so, the Sub-Underwriter agrees, subject to clause 3.1(b) of the Sub-Underwriting Agreement, to be bound by such election and will be obliged to perform all of the obligations of the Sub-Underwriter under the Sub-Underwriting Agreement.

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

ASX Announcement: 11 April 2022

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The Events of Termination in the Peloton UA are:

• (a) save and except where there is no shortfall securities, the Company does not provide a Certificate in the form attached to the Peloton UA when it gives the Underwriter notice of the shortfall securities it is required to subscribe for under the Peloton UA (which notice and Certificate must be given within 5 business days after the closing date of the Rights Offer (or such later date as the Underwriter may in its absolute discretion allow);

• (b) any of the following occurs which does or is likely to prohibit, restrict or regulate the exercise of the right of an eligible shareholder to subscribe for new Shares and Options under the Rights Offer (“ Rights ”) or reduce the likely level of valid acceptance forms for the Rights Offer or materially affects the financial position of the Company:

  • (1) the introduction of legislation into the Parliament of the Commonwealth of Australia or of any State or Territory of Australia;

  • (2) the public announcement of prospective legislation or policy by the Federal Government or the Government of any State or Territory; or

  • (3) the adoption by the ASX or ASIC or their respective delegates of any regulations or policy;

• (c) the Company or any related body corporate (as that term is defined in the Corporations Act 2001 (“ Corporations Act ”)) of the Company (“ Related Corporation ”) fails to comply in any material respect with any of the following:

  • (1) a provision of its constitution;

  • (2) any statute;

  • (3) the Listing Rules;

  • (4) a requirement, order or request made by or on behalf of ASIC, ASX or any government body; or

  • (5) any agreement entered into by it;

• (d) any material contract to which the Company is a party is terminated or amended without the prior written consent of the Underwriter (which consent must not be unreasonably withheld);

• (e) the constitution of the Company or a Related Corporation is amended without the prior written consent of the Underwriter (which consent must not be unreasonably withheld);

• (f) the Company or any Related Corporation alters its capital structure (expressly excluding certain permitted security issues) without the prior written consent of the Underwriter (which consent must not be unreasonably withheld);

• (g) a judgment in an amount exceeding $100,000 is obtained against the Company or a Related Corporation and is not set aside or satisfied within seven days;

• (h) any distress, attachment, execution or other process of a government body in an amount exceeding $100,000 is issued against, levied or enforced on any of the assets of the Company or a Related Corporation and is not set aside or satisfied within seven days;

• (i) a receiver, receiver and manager, trustee, administrator or similar official is appointed, or steps are taken for such appointment, over any of the assets or undertaking of the Company or a Related Corporation;

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ASX Announcement: 11 April 2022

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• (j) the Company or a Related Corporation passes or takes any steps to pass a resolution under either section 254N of the Corporations Act, without the prior written consent of the Underwriter;

• (k) the Company or a Related Corporation passes or takes any steps to pass a resolution under section 260B of the Corporations Act, without the prior written consent of the Underwriter;

• (l) the Company or a Related Corporation suspends payment of its debts generally; (m) the Company or a Related Corporation is or becomes unable to pay its debts when they are due or is or becomes unable to pay its debts within the meaning of the Corporations Act or is presumed to be insolvent under the Corporations Act;

• (n) the Company or a Related Corporation enters into or resolves to enter into any arrangement, composition or compromise with, or assignment for the benefit of, its creditors or any class of them;

• (o) the Company or a Related Corporation ceases or threatens to cease to carry on business;

• (p) a person is appointed under any legislation in respect of companies to investigate the affairs of the Company or a Related Corporation;

• (q) steps are taken by anyone entitled to do so, to appoint an administrator to the Company or a Related Corporation;

• (r) an application or order is made for the winding up or dissolution of the Company or a Related Corporation or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution of the Company or a Related Corporation and the application is not dismissed or the winding up is not set aside within fourteen days, otherwise than for the purpose of an amalgamation or reconstruction which has the prior written consent of the Underwriter;

• (s) there is an outbreak of hostilities (whether or not war has been declared) not presently existing, or a major escalation in existing hostilities occurs, involving any of the Commonwealth of Australia, Japan, the United Kingdom, the United States of America, the People’s Republic of China or the Middle East region;

• (t) the Company is in default of any of the material terms and conditions of the Peloton UA or breaches any material warranty or covenant given or made by it under the Peloton UA;

• (u) any shares that have been issued by the Company which at the date of the Peloton UA are officially quoted on the ASX:

  • (1) are suspended from quotation whether temporarily or otherwise; or

  • (2) are the subject of an ASX statement to the effect that the shares will be suspended or cease to be quoted;

• (v) the ASX 300 Index of the ASX is, at any time for two consecutive Business Days after the date of the Underwriting Agreement, 10% or more below its opening level as published in the Australian Financial Review on the last Business Day immediately before the date of the Peloton UA;

• (w) the Dow Jones Industrial Average is, at any time for two consecutive Business Days after the date of the Peloton UA, 10% or more below its opening level as published in the Australian Financial Review on the last Business Day immediately before the date of the Peloton UA;

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ASX Announcement: 11 April 2022

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• (x) the Resources Index of the ASX is, at any time for two consecutive Business Days after the date of the Peloton UA 10% or more below its opening level as published in the Australian Financial Review on the last Business Day immediately before the date of the Peloton UA;

• (y) any warranty, representation or material statement by the Company in the Peloton UA is or becomes false, misleading or incorrect in any material respect when made or regarded as made;

• (z) any change occurs in the financial position of the Company or a Related Corporation which, in the reasonable opinion of the Underwriter, may have an effect which, in the reasonable opinion of the Underwriter could result in a material adverse change in the financial position or prospects of the Company from that which exists at the date of the Peloton UA; or the Underwriter's obligations under the Peloton UA becoming materially more onerous than those which exist at the date of the Peloton UA(“ Material Adverse Effect ”);

• (aa) except for the allotment and issue of Shares on exercise of the Rights or the allotment or issue of certain securities which are permitted by the Peloton UA, any of the matters set forth in section 652C of the Corporations Act occurs in respect of the Company or any Related Corporation;

• (bb) any information supplied by the Company or on its behalf to the Underwriter in respect of the Rights Offer is or becomes false or misleading in any material respect;

• (cc) there is a material omission from the results of the due diligence investigation performed in respect of the Company or the verification material or the results of the due diligence investigation or the verification material are false or misleading; or

• (dd) a director of the Company or any Related Corporation is charged with an indictable offence relating to a financial or corporate matter.

The Underwriter may not terminate the Underwriting Agreement if an Event of Termination set out in paragraphs (b), (c), (d), (f), (g), (h), (s), (t), (u), (v), (w), (x) and (y) occurs unless the Underwriter determines in good faith that the event of termination has had or could have a Material Adverse Effect.

The Sub-Underwriter may terminate the Sub-Underwriting Agreement by notice in writing to Peloton given on or at any time before the issue of all of the Shares and Options being underwritten under the Peloton UA, without cost or liability to itself, upon the occurrence of any Event of Termination, provided the said Event of Termination satisfies the requirements of clause 9.1 of the Peloton UA (and would give rise to a right of Peloton to terminate the Peloton UA).

Guy T Le Page, FFin, MAusIMM Director

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