NICO RESOURCES LIMITED — Capital/Financing Update 2023

Apr 5, 2023

Proposed issue of securities

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Announcement Summary

Entity name

NICO RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

6/4/2023

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	NC1V performance shares	500,000
confirmed
New class-code to be	NC1W Performance Rights issued with vesting conditions	2,500,000
confirmed
New class-code to be	NC1AU Options priced 31% above 5 day vwap prior to	150,000
confirmed	06/02/23 vest after 6mths of service Exp 5/02/26
New class-code to be	NC1AW Options 61% above 5 day vwap prior to 6/02/2023	150,000
confirmed	vest after 24mth service exp 05/02/26
New class-code to be	NC1AS Options priced 46% above 5 day vwap prior to	150,000
confirmed	06/02/23 vest after 1yr of service Exp 5/02/26

Proposed +issue date

31/7/2023

Refer to next page for full details of the announcement

Proposed issue of securities

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Proposed issue of securities

Part 1 - Entity and announcement details

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1.1 Name of +Entity

NICO RESOURCES LIMITED

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

ABN

Registration Number

80649817425

1.3 ASX issuer code

NC1

1.4 The announcement is

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New announcement

1.5 Date of this announcement

6/4/2023

1.6 The Proposed issue is:

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A placement or other type of issue

Proposed issue of securities

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Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 31/7/2023 Estimated No

Comments

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

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

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed NC1V performance shares

+Security type

Performance shares/units

Proposed issue of securities

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Proposed issue of securities

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Number of +securities proposed to be issued 500,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

To Provide a performance linked incentive component to commence with the company

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 500,000.000000

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

Performance shares/units details

+Security currency

AUD - Australian Dollar Will there be CDIs issued over the +securities? No

Is it a partly paid class of +security? No Is it a stapled +security? No 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.

please refer to the Nico Employee incentive plan

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)? New class

Will the proposed issue of this +security include an offer of attaching +securities? No

Proposed issue of securities

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Proposed issue of securities

Details of +securities proposed to be issued

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ISIN Code (if Issuer is a foreign company and +securities are non CDIs)	ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
Have you received confirmation from	Will the entity be seeking quotation
ASX that the terms of the proposed	of the 'new' class of +securities on
+securities are appropriate and	ASX?
equitable under listing rule 6.1?	No
No
ASX +security code	+Security description
New class-code to be confirmed	NC1W Performance Rights issued with vesting conditions
+Security type
Performance shares/units
Number of +securities proposed to be	issued
2,500,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities to provide performance linked incentive to employee
Please provide an estimate of the AUD	equivalent of the consideration being
provided for the +securities
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Performance shares/units details
+Security currency
AUD - Australian Dollar
Will there be CDIs issued over the
+securities?
No
Is it a partly paid class of +security?
No
Is it a stapled +security?
No
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities

Proposed issue of securities

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Proposed issue of securities

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proposed to be issued or provide the information by separate announcement.

please refer to the Nico employee incentive plan

Is the proposed security a 'New	Will the proposed issue of this
class' (+securities in a class that is	+security include an offer of
not yet quoted or recorded by ASX)	attaching +securities?
or an 'Existing class' (additional	No
securities in a class that is already
quoted or recorded by ASX)?
New class
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
Have you received confirmation from	Will the entity be seeking quotation
ASX that the terms of the proposed	of the 'new' class of +securities on
+securities are appropriate and	ASX?
equitable under listing rule 6.1?	No
No
ASX +security code	+Security description
New class-code to be confirmed	NC1AU Options priced 31% above 5 day vwap prior to 06/02/23 vest after
	6mths of service Exp 5/02/26
+Security type
Options
Number of +securities proposed to be	issued
150,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities To provide a performance linked incentive component to the remuneration of an employee
Please provide an estimate of the AUD	equivalent of the consideration being
provided for the +securities
150,000.000000
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes

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Proposed issue of securities

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Options details

+Security currency AUD - Australian Dollar

Exercise price Expiry date AUD 5/2/2026

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

NC1 : ORDINARY FULLY PAID

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

150,000

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.

Please refer to Nico Employee Incentive Plan

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)? New class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

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

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? Yes No ASX +security code +Security description New class-code to be confirmed NC1AW Options 61% above 5 day vwap prior to 6/02/2023 vest after 24mth service exp 05/02/26

+Security type

Options

Number of +securities proposed to be issued

150,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Proposed issue of securities

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Proposed issue of securities

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Please describe the consideration being provided for the +securities

To provide a performance linked incentive component to the remuneration of an employee

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 5/2/2026 Details of the type of +security that will be issued if the option is exercised NC1 : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 150,000 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.

Please refer to the Nico Employee Incentive Plan

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class Details of +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities are non CDIs) Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? Yes No

Details of +securities proposed to be issued

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----- Start of picture text -----

ASX +security code +Security description
New class-code to be confirmed NC1AS Options priced 46% above 5 day vwap prior to 06/02/23 vest after 1yr of
service Exp 5/02/26
+Security type
Options
Number of +securities proposed to be issued
150,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities
To provide a performance linked incentive component to the remuneration of an employee
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency Exercise price Expiry date
AUD - Australian Dollar AUD 5/2/2026
Details of the type of +security that will be issued if the option is exercised
NC1 : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
150,000
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.
Please refer to the Nico Employee incentive plan
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Part 7C - Timetable

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7C.1 Proposed +issue date 31/7/2023 Part 7D - Listing Rule requirements 7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No 7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? No 7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? No 7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

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Part 7F - Further Information

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7F.01 The purpose(s) for which the entity is issuing the securities

as an incentive for employees

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

7F.3 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 cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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