CONICO LTD — Capital/Financing Update 2022

Mar 30, 2022

Proposed issue of securities

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Announcement Summary

Entity name

CONICO LTD

Announcement Type

New announcement

Date of this announcement

31/3/2022

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable)

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Options to acquire Shares at 2.6 cents each on or before 31	95,853,925
confirmed	December 2026.
CNJ	ORDINARY FULLY PAID	191,707,851

Ex date

22/4/2022

+Record date

26/4/2022

Offer closing date

18/5/2022

Issue date

25/5/2022

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

CONICO LTD

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

Registration Number

ABN 49119057457

1.3 ASX issuer code

CNJ

1.4 The announcement is

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New announcement

1.5 Date of this announcement

31/3/2022

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is:

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• Non-renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

CNJ : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? Yes No

Details of +securities proposed to be issued

ASX +security code and description

CNJ : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities For a given quantity of +securities to be issued held

1 6

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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 191,707,851 whole number

Offer price details for retail security holders

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.01300

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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Yes

Describe the limits on over-subscription

Qualifying Shareholders who may wish to apply for additional New Shares and free attaching Options in excess of their entitlement under the Entitlement Offer may do so.

Will a scale back be applied if the offer is over-subscribed?

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Yes

Describe the scale back arrangements

The shortfall will be placed at the discretion of the Company.

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

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Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

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ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms	Will the entity be seeking quotation of the 'new' class of
of the proposed +securities are appropriate and	+securities on ASX?
equitable under listing rule 6.1?
No	Yes
ASX +security code	+Security description
New class-code to be confirmed	Options to acquire Shares at 2.6 cents each on or before
	31 December 2026.

+Security type
Options
Offer ratio (ratio of attaching securities at which the new +securities will be issued)
The quantity of attaching +securities to be issued	For a given quantity of the new +securities issued
1	2
What will be done with fractional entitlements?	Maximum number of +securities proposed to be issued
Fractions rounded up to the next whole number	(subject to rounding)
	95,853,925
Offer price details for retail security holders
In what currency will the offer be made?	What is the offer price per +security for the retail offer?
	AUD 0.00000
AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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Yes

Describe the limits on over-subscription

Qualifying Shareholders who may wish to apply for additional New Shares and free attaching Options in excess of their entitlement under the Entitlement Offer may do so.

Will a scale back be applied if the offer is over-subscribed? Yes

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Describe the scale back arrangements

The shortfall will be placed at the discretion of the Company.

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.0260 31/12/2026

Details of the type of +security that will be issued if the option is exercised

CNJ : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One fully paid ordinary share (ASX:CNJ)

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Lodged with ASX on 31 March 2022.

Part 3C - Timetable

3C.1 +Record date

26/4/2022

3C.2 Ex date

22/4/2022

3C.4 Record date

26/4/2022

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

29/4/2022

3C.6 Offer closing date

18/5/2022

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3C.7 Last day to extend the offer closing date 13/5/2022 3C.9 Trading in new +securities commences on a deferred settlement basis 19/5/2022 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 25/5/2022 3C.12 Date trading starts on a normal T+2 basis 26/5/2022 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 30/5/2022

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? No 3E.2 Is the proposed offer to be underwritten? Yes 3E.2a Who are the underwriter(s)? Peloton Capital Pty Ltd

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)? Fully underwritten.

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

The Company will pay the underwriter the following fees: (a) an underwriting fee of 6% (excluding GST) of the total Underwritten Amount (b) a Lead Manager Fee of A$30,000 (c) 30,000,000 options exercisable at $0.026 and expiring 31 December 2026 (subject to shareholder approval) 3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated Failure to provide certificates required under underwriting agreement (UA); change in laws; breach of UA, constituent documents, contracts, Listing Rules or other laws or requirements of government body; termination or amendment of material contracts; alteration to Company¿s constitution; issue or alteration in, or return, of capital; charge over business or assets; judgment exceeding $100,000; appointment of receiver or similar, event of insolvency; giving of financial assistance; suspension of payment of debts; inability to pay debts when due; arrangement with creditors; cessation of business; investigation of Company¿s affairs; outbreak of hostilities; suspension of Company¿s securities; material (10%) movement in share indices; false, misleading or incorrect representations, warranties or information given by Company; change in Company¿s financial position which is materially adverse; deficiency in due diligence materials for offer document; director charged with indictable offence

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

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3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

i. Working capital;

ii. 2022 East Greenland Exploration program (Conico 100%), and

iii. Further assessment of the Mt Thirsty Co-Ni Project (Conico Ltd: 50%, Greenstone Resources Ltd 50%).

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

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No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

UK, UAE, Malaysia, Germany, USA, Paraguay, Denmark, Iceland, Hong Kong, Isle of Man & Portugal.

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities

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Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

The custodian or nominee must have an address in Australia or New Zealand and may only distribute the Offer Document to beneficiaries located in Australia or New Zealand.

3F.6 URL on the entity's website where investors can download information about the proposed issue

3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No

3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued

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