CONICO LTD — Proxy Solicitation & Information Statement 2021

May 2, 2021

CONICO LTD ACN 119 057 457

NOTICE OF GENERAL MEETING OF SHAREHOLDERS

EXPLANATORY STATEMENT

AND

PROXY FORM

TO BE HELD ON

2 JUNE 2021 COMMENCING AT 10:00 AM

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 Wednesday the 2[nd] of June 2021 at 10:00am.

AGENDA

1. Resolution 1 - Ratification and Approval of Issue of Shares – December 2020 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 22 December 2020, 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, 33,333,333 Shares at a price of $0.03 per Share, which Shares rank pari passu with all other Shares currently on issue by the Company, raising $1,000,000 (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.

2. Resolution 2 – Ratification and Approval of Issue of Options – Peloton Capital Pty Ltd & Oracle Capital Group 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 7.4 and for all other purposes, shareholders ratify and approve the issue, on 29 March 2021, of 20,000,000 Options in the Company, each to acquire one Share at an exercise price of $0.07 at any time on or before 20 January 2024, to Peloton Capital Pty Ltd and Oracle Capital Group Pty Ltd as part of the consideration for underwriting the January 2021 Rights Issue.”

The Company will disregard any votes cast on this Resolution by or on behalf of Peloton Capital Pty Ltd and Oracle Capital Group Pty Ltd, or any associates of them. 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.

3. Resolution 3 - Ratification and Approval of Issue of Shares – April 2021 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 15 April 2021, 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, 59,288,279 Shares at a price of $0.03 per Share, which Shares rank pari passu with all other Shares currently on issue by the Company, raising $1,778,648 (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:

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• 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.

4. Resolution 4 - Approval of Issue of Options – April 2021 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 29,644,140 Options in the Company, each to acquire one Share at an exercise price of $0.07 at any time on or before 20 January 2024, 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 2021 Placement, on the basis of one Option (free of charge) for every two shares subscribed for under the April 2021 Placement, as part of the consideration for the April 2021 Placement.”

The Company will disregard any votes cast on this Resolution by or on behalf of a person who will obtain a material benefit as a result of the proposed issue, any of the sophisticated and/or professional investors who are entitled to participate in the 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 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 5 - Approval of Issue of Shares and Options – Tasman Resources Ltd 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 10.11 and for all other purposes, approval is given for the Directors to issue 25,000,000 Shares and 12,500,000 free attaching Options in the Company, each to acquire one Share at an exercise price of $0.07 at any time on or before 20 January 2024, to Tasman Resources Ltd at a price of $0.03 per Share, which Shares rank pari passu with all other Shares currently on issue by the Company, raising $750,000 (before the expenses of the issue).”

The Company will disregard any votes cast on this Resolution by or on behalf of Tasman Resources Ltd or any associates of Tasman Resources Ltd. 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

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:

Online: www.advancedshare.com.au/investor-login

By post or hand delivery to the Registered Office: Advanced Share Registry Limited, 110 Stirling Hwy, Nedlands WA 6009 By post to: Advanced Share Registry Limited, PO Box 1156, Nedlands WA 6909

By facsimile to: +61 8 6370 4203

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.

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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 31 May 2021 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 3[rd] day of May 2021

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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 – DECEMBER 2020 PLACEMENT

Resolution 1 seeks shareholder approval and ratification, for the purposes of ASX Listing Rules 7.1 and 7.4 and for all other purposes, of the issue 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) (“Investors”) of 33,333,333 Shares at a price of $0.03 per Share, raising $1,000,000 (before the expenses of the issue).

All of the 33,333,333 Shares rank pari passu with all other Shares currently on issue in the Company.

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

A placement fee of 5% of the value of the funds raised under this placement was paid to Peloton Capital Pty Ltd.

The issue of the 33,333,333 Shares took place on 22 December 2020 (“Placement Date”) at a price of $0.03 (“December 2020 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 December 2020 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 some 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 Placement Date by 33,333,333 securities.

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 December 2020 Placement under and for the purposes of Listing Rule 7.4.

If resolution 1 is passed, the December 2020 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 December 2020 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 by 33,333,333 securities.

The Company’s total issued capital immediately prior to the issue of the 33,333,333 Shares to the Investors on 22 December 2020 was as follows:

The Company’s total issued capital immediately prior to the was as follows:	issue of the 33,333,333 Shares to the Investors on 22 Dece
Class	Number
Shares	723,098,983
CNJO Options	28,246,052
ESOP Options	1,000,000
Otherunlisted Options	20,000,000

The issue of 33,333,333 Shares to the Investors represented 4.61% of the Company’s then issued share capital (of 723,098,983 Shares), and represents 3.74% of the Company’s issued share capital as at the date of this notice (of 891,367,041 Shares).

The Company therefore seeks shareholder approval and ratification to the issue of the 33,333,333 Shares to the 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 24 sophisticated and/or professional investors. 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 891,367,041 Shares) is 1.67%.

2. The Company issued a total of 33,333,333 ordinary fully paid shares to the Investors.

3. The Shares were issued on 22 December 2020.

4. The Shares were issued at an issue price of $0.03 per Share, raising $1,000,000, 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.

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1. $1,000,000 (less the expenses of the issue) was raised from the issue of the Shares, which will be applied towards general working capital and exploration on the Company’s (and its subsidiaries’) mining tenements.

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by or on behalf of any 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 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 2 – RATIFICATION AND APPROVAL OF ISSUE OF OPTIONS – PELOTON CAPITAL PTY LTD AND ORACLE

CAPITAL GROUP PTY LTD

Resolution 2 seeks shareholder approval and ratification, for the purposes of ASX Listing Rules 7.1 and 7.4 and for all other purposes, of the issue of 20,000,000 Options, each to acquire one Share at an exercise price of $0.07 at any time on or before 20 January 2024, to Peloton Capital Pty Ltd (“Peloton”) and Oracle Capital Group Pty Ltd (“Oracle”) as part of the consideration for underwriting the January 2021 Rights Issue.

Under a underwriting agreement executed by the Company with Peloton on 14 December 2020 in connection with the January 2021 Rights Issue (“Underwriting Agreement”) the Company agreed to issue to Peloton or its nominee/s, 20,000,000 options, which represented 2.77% of its then issued capital (of 723,098,983 Shares) (the “Option Issue”). In satisfaction of its obligations under the Underwriting Agreement, the Company issued Peloton with 10,000,000 Options, and (at Peloton’s nomination) issued Oracle (a sub-underwriter of 50% of the underwritten amount) with 10,000,000 Options, on 29 March 2021 (“Option Issue 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 shares it had on issue at the start of that period.

The Option Issue does not fit within any of these exceptions and, as it has not yet been approved by the Company’s shareholders, it uses up some 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 Option Issue Date by 20,000,000 securities.

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 2 seeks shareholder approval to the Option Issue under and for the purposes of Listing Rule 7.4.

If resolution 2 is passed, the Option Issue 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 Option Issue Date.

If resolution 2 is not passed, the Option Issue 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 by 20,000,000 securities.

The Company therefore seeks shareholder approval to issue these Options pursuant to Listing Rules 7.1 and 7.4. The following information is provided in accordance with Listing Rule 7.5:-

1. 10,000,000 Options were issued to Peloton Capital Pty Ltd and 10,000,000 Options were issued to Oracle Capital Group Pty Ltd;

2. the total number of Options which were issued under the Underwriting Agreement was 20,000,000 Options;

3. the Options were issued on the terms and conditions set out in Schedule 1

4. the Options were issued on 29 March 2021;

5. no issue price was paid by Peloton or Oracle for the Options (as they were issued as part of the consideration for underwriting the January 2021 Rights Issue;

6. the Options were issued as part of the consideration payable under the Underwriting Agreement;

7. Pursuant to the Underwriting Agreement, Peloton agreed to fully underwrite the January 2021 Rights Issue, giving a maximum underwritten amount of $2,269,297 (if there were no applications under the January 2021 Rights Issue). In consideration of performing its obligations under the Underwriting Agreement, Peloton was paid a lead manager fee of $30,000 and an underwriting fee equal to 6% of the maximum underwritten amount (being a fee of $136,158 exclusive of GST). In addition, the Company agreed to issue to Peloton or its nominee the Options the subject of this resolution 2. Peloton was entitled to enter into sub-underwriting agreements to sub-underwrite all (or part) of the underwritten securities and was required to pay any commissions it agreed to pay to its sub-underwriters out of the fees payable to it under the Underwriting Agreement. Having regard to subscriptions received from qualifying shareholders under the January 2021 Rights Issue, in accordance with its obligation under the Underwriting Agreement, Peloton and its sub-underwriters (in the aggregate) subscribed for 27,877,427shares, at an issue price of $0.03 per Share, under the January 2021 Rights Issue.

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The Underwriting Agreement contained all representations, warranties, undertakings and indemnities on the part of the Company as are usually contained in agreements of this type.

The Company will disregard any votes cast on this Resolution by or on behalf of Peloton Capital Pty Ltd, Oracle Capital Group Pty Ltd, or any associates of them. 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 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 3 – RATIFICATION AND APPROVAL OF ISSUE OF SHARES – APRIL 2021 PLACEMENT

Resolution 3 seeks shareholder approval and ratification, for the purposes of ASX Listing Rules 7.1 and 7.4 and for all other purposes, of the issue 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) (“2021 Investors”) of 59,288,279 Shares at a price of $0.03 per Share, raising $1,778,648 (before the expenses of the issue).

All of the 59,288,279 Shares rank pari passu with all other Shares currently on issue in the Company.

This share issue was made without disclosure to the 2021 Investors in accordance with section 708 of the Act.

A placement fee of 6% of the value of the funds raised under this placement was paid to Peloton Capital Pty Ltd.

The issue of the 59,288,279 Shares took place on 15 April 2021 (“2021 Placement Date”) at a price of $0.03 (“April 2021 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 2021 Placement does not fit within any of these exceptions and, as it has not yet been approved by the Company’s shareholders, it uses some 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 2021 Placement Date by 59,288,279.

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 April 2021 Placement under and for the purposes of Listing Rule 7.4.

If resolution 3 is passed, the April 2021 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 2021 Placement Date.

If resolution 3 is not passed, the April 2021 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 by 59,288,279 securities.

The Company’s total issued capital immediately prior to the issue of the 59,288,279 Shares to the 2021 Investors on 15 April 2021 was as follows:

Class	Number
Shares	832,078,762
CNJO Options	28,243,327
ESOP Options	1,000,000
Other unlisted Options	46,000,000

The issue of 59,288,279 Shares to the 2021 Investors represented 7.13% of the Company’s then issued share capital (of 832,078,762 Shares), and represents 6.65% of the Company’s issued share capital as at the date of this notice (of 891,367,041 Shares).

The Company therefore seeks shareholder approval and ratification to the issue of the 59,288,279 Shares to the 2021 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 87 sophisticated and/or professional investors. 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

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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 891,367,041 Shares) is 3.67%.

1. The Company issued 59,288,279 ordinary fully paid shares to the 2021 Investors.

2. The Shares were issued on 15 April 2021.

3. The Shares were issued at an issue price of $0.03 per Share, raising $1,778,648, less the expenses of the issue.

4. 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.

5. $1,778,648 (less the expenses of the issue) was raised from the issue of the Shares, which will be applied towards general working capital and exploration on the Company’s (and its subsidiaries’) mining tenements.

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by or on behalf of any 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 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 –APPROVAL OF ISSUE OF OPTIONS – APRIL 2021 PLACEMENT

Resolution 4 seeks shareholders’ approval, for the purpose of ASX Listing Rule 7.1 and for all other purposes, to authorise the Directors to issue 29,644,140 Options, each to acquire one Share at an exercise price of $0.07 at any time on or before 20 January 2024, 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 2021 Placement (“2021 Investors”) as part of the consideration for the April 2021 Placement.

Pursuant to the April 2021 Placement, the Company agreed, subject to receipt of approval of the Company’s shareholders, to issue to the 2021 Investors, 29,644,140 free attaching Options (on the basis of one Option for every two Shares subscribed for under the April 2021 Placement), which represents 3.33% of its current issued capital (of 891,367,041 Shares) (the “2021 Option Issue”).

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 shares it had on issue at the start of that period.

The 2021 Option Issue does not fall within any of these exceptions. The Company did not have sufficient issuing capacity under Listing Rule 7.1 to undertake the Option Issue at the same time as the April 2021 Placement, and accordingly the 2021 Option Issue will cause the 15% limit in Listing Rule 7.1 to be exceeded. It therefore requires the approval of the Company’s shareholders under Listing Rule 7.1.

Resolution 4 seeks the required shareholder approval to the 2021 Option Issue under and for the purposes of Listing Rule 7.1.

If resolution 4 is passed, the Company will be able to proceed with the 2021 Option Issue. In addition, the 2021 Option Issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If resolution 4 is not passed, the Company will need to renegotiate with the 2021 Investors an alternative remuneration for them (e.g., cash).

The Company therefore seeks shareholder approval to issue these Options pursuant to Listing Rule 7.1.

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

1. the Options are to be issued to to 87 sophisticated and/or professional investors who participated in the April 2021 Placement. 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 891,367,041 Shares) is 3.67%.;

2. the total number of Options to be issued is 29,644,140 Options;

3. the Options will be issued no later than three months after the date of this meeting (it is intended that they will be issued within 5 business days after this Resolution is passed);

4. no issue price will be paid by the 2021 Investors for the Options (they are being issued as part of the consideration for the April 2021 Placement);

5. the Options will be issued on the terms and conditions set out in Schedule 1;

6. no funds will be raised from the issue of the Options;

7. the Company anticipates allotting the Options in one parcel;

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The Company will disregard any votes cast on this Resolution by or on behalf of a person who will obtain a material benefit as a result of the proposed issue, any of the sophisticated and/or professional investors who participated in the April 2021 Placement, or any associates of them. 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 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 ISSUE OF SHARES AND OPTIONS – TASMAN RESOURCES LTD PLACEMENT

Resolution 5 seeks shareholder approval for the purposes of ASX Listing Rule 10.11 and for all other purposes, for the Directors to issue 25,000,000 Shares and 12,500,000 free attaching Options, each to acquire one Share at an exercise price of $0.07 at any time on or before 20 January 2024, to Tasman Resources Ltd at a price of $0.03 per Share, which shares rank pari passu with all other Shares currently on issue by the Company, raising $750,000.

Funds raised from this proposed issue will be used for working capital, supplementing funds previously raised to maximize the amount of exploration that can be undertaken on its Greenland prospects during the forthcoming field season this northern summer and further assessment of the Mt Thirsty Co-NI Project.

If Shareholder approval is obtained, the Company will issue the Shares and Options to Tasman within 5 Business Days of the date of this meeting. If Shareholder approval is not obtained, the Company will not issue the Shares and Options to Tasman. The proposed issue of these Shares and Options was announced by the Company on 9 April 2021.

The terms and conditions upon which each of these Options will be issued are set out in Schedule 1.

If all of the new Shares and Options proposed to be issued to Tasman under this Resolution are issued, an additional 25,000,000 Shares, and 12,500,000 Options, in the Company will then be on issue. Assuming this occurs, the Company’s issued Share capital will increase from 891,367,041 Shares to 916,367,041 Shares (and, if Tasman subsequently exercised all of its Options and assuming further that none of the other Options which are currently on issue in the Company are exercised), the Company’s issued Share capital will increase to 928,867,041 Shares.

As at the date of this notice, Tasman holds 74,302,539 Shares, representing 8.34% of the Company’s issued Share capital as at the date of this notice (of 891,367,041 Shares). If Shareholders approve this resolution, Tasman’s percentage shareholding in the Company will increase to 10.84% of the Company’s then issued share capital (of 916,367,041 Shares). As at the date of this notice, Tasman also holds 5,184,536 options in the Company.

Three (of the four) directors of the Company (GT Le Page, DH Solomon and GH Solomon) are all of the directors of Tasman (Conico, at the time of its incorporation in 2006 having been incorporated as a wholly owned subsidiary of Tasman). The Tasman placement is being made on the same terms and conditions as the April 2021 Placement to the 2021 Investors and is therefore on arm’s length terms.

Listing Rule 10.11

As noted above, the Company is proposing to issue 25,000,000 Shares and 12,500,000 Options to Tasman (the “Tasman Placement”).

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• 10.11.1 a related party;

• 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

• 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The Tasman Placement falls within Listing Rule 10.11.3 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of the Company’s shareholders under Listing Rule 10.11.

Resolution 5 seeks the required shareholder approval to the Tasman Placement under and for the purposes of Listing Rule 10.11. If resolution 5 is passed, the Company will be able to proceed with the Tasman Placement and will raise $750,000.

If resolution 5 is not passed, the Company will not be able to proceed with the Tasman Placement and will not receive $750,000. The following information is provided in accordance with Listing Rule 10.13:

1. The Shares and Options the subject of this Resolution 5 will be issued to Tasman Resources Ltd.

2. The Tasman Placement falls within Listing Rule 10.11.3 because, in the period between 5 October 2020 to 1 November 2020 (which falls within the last 6 months) Tasman’s percentage shareholding in the Company’s issued Share capital was

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• 11.486%, and all three of the directors of Tasman are directors of the Company (GT Le Page, DH Solomon and GH Solomon).

• If this Resolution is passed, the Company will issue to Tasman 25,000,000 Shares and 12,500,000 Options. Each Option will entitle Tasman to acquire one Share at an exercise price of $0.07 at any time on or before 20 January 2024. The Options will not be listed.

• A summary of the terms of the options is set out in Schedule 1.

• All of the Shares and Options will be issued to Tasman not more than one month after the date of this meeting (it is intended that they will be issued within 5 business days after this Resolution is passed).

• The issue price is $0.03 per Share, with one free attaching Option for every two new Shares.

• $750,000 will be raised from the proposed issue of the Shares and Options.

• The Company will disregard any votes cast on this Resolution by or on behalf of Tasman Resources Ltd, and any associates of Tasman. However, this does not apply to a vote cast in favour of the resolution by:

• 8.1. 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

• 8.2. 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

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

  • 8.3.1. 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

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

An issue made with approval of the Company’s Shareholders under Listing Rule 10.11 does not also require approval under Listing Rule 7.1 (by virtue of exception 14 of Listing Rule 7.2). Listing Rule 7.1 prohibits a company from issuing or agreeing to issue equity securities (which term includes shares and options) in any 12 month period which amount to more than 15% of its ordinary securities without the approval of holders of its ordinary securities. Equity securities issued under an exception in Listing Rule 7.2 are not required to be included in the 15% limit imposed by Listing Rule 7.1. The number of Shares and Options which the Company propose to issue to Tasman under this Resolution 5 represent 2.80% of the Company’s issued capital as at the date of this Notice (of 891,367,041 Shares).

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);

“ April 2021 Placement ” means the issue of 59,288,279 Shares to a number of sophisticated and/or professional investors on 15 April 2021, and which is the subject of Resolution 3.

“ASIC” means Australian Securities and Investments Commission;

" ASX " means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange (as required by the context);

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

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

“ December 2020 Placement ” means the issue of 33,333,333 Shares to a number of sophisticated and/or professional investors on 22 December 2020, and which is the subject of Resolution 1.

" Director " means a director of the Company;

" 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;

“January 2021 Rights Issue” means a non-renounceable pro-rata rights issue of one (1) new Share for every ten (10) Shares held by qualifying shareholders of the Company as at 5.00pm WST on 7 January 2021 at an issue price of $0.03 per Share

“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;

“ Option ” means an option to acquire a Share;

“ Resolutions ” means all of the resolutions contained in the Notice;

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

“Tasman” means Tasman Resources Ltd A.C.N. 009 253 187 (ASX: TAS);

“2021 Investors” means the 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 2021 Placement.

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SCHEDULE 1

SUMMARY OF TERMS OF OPTIONS THE SUBJECT OF RESOLUTIONS 2, 4 & 5

• (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.

2021 GENERAL MEETING PROXY FORM

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

APPOINT A PROXY

 PLEASE NOTE: If you leave the section blank, The Chairman of OR the Chairman of the Meeting will be your the meeting 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 General Meeting of the Company to be held at Level 15, 197 St Georges Terrace, Perth, Western Australia on 2 June 2021 at 10.00am (WST) and at any adjournment or postponement of that Meeting.

VOTING DIRECTIONS

Agenda Items

For Against Abstain 1 Resolution 1 – Ratification and Approval of Issue of Shares – December 2020 Placement 2 Resolution 2 – Ratification and Approval of Issue of Options – Peloton Capital Pty Ltd & Oracle Capital Group Pty Ltd 3 Resolution 3 – Ratification and Approval of Issue of Shares – April 2021 Placement 4 Resolution 4 – Approval of Issue of Options – April 2021 Placement 5 Resolution 5 – Approval of Issue of Shares and Options – Tasman Resources Ltd Placement  * 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.

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.

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.

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.

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.

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:

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 10.00am (WST) on 31 May 2021, 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.

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.

• 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