Conico : Non Renounceable Rights Issue Prospectus

A.C.N. 119 057 457

NON-RENOUNCEABLE RIGHTS ISSUE TRANSACTION-SPECIFIC PROSPECTUS

For a non-renounceable pro-rata Rights Issue of approximately 191,707,851 Shares on the basis of one (1) new Share for every six (6) Shares held by Qualifying Shareholders as at 5:00pm WST on the Record Date, at an issue price of $0.013 per Share together with one (1) Option for every two (2) Shares acquired free of charge (each to acquire one (1) Share at an exercise price of $0.026 per Share, exercisable at any time up to and including 31 December 2026). This Rights Issue, if fully subscribed, will raise approximately $2,492,202 (before the expenses of the Entitlement Offer).

This Prospectus also includes an offer by the Company of the Shortfall, the New Placement

Options, the New Additional Placement Options and the New Underwriter Options, to those persons referred to in sections 2.15, 2.8, 2.9 and 2.10 of this Prospectus respectively.

IMPORTANT INFORMATION

This Prospectus is a transaction-specific prospectus issued under section 713 of the Corporations Act. This Prospectus is not required to, and does not, contain all of the information that is generally required to be set out in a prospectus, including general information in relation to the assets and liabilities, financial position, profits and losses or prospects of the Company. This

Prospectus generally only contains information in relation to the effect of the Offers on the Company and the rights and liabilities attaching to the New Shares and New Options offered under this Prospectus.

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers.

The Rights Issue is fully underwritten.

THE SHARES AND OPTIONS OFFERED UNDER THIS PROSPECTUS ARE OF A SPECULATIVE

NATURE.

IMPORTANT STATEMENT

This Prospectus is dated 19 April 2022.

A copy of this Prospectus was lodged with ASIC on 19 April 2022. Neither ASIC nor ASX take any responsibility for the contents of this Prospectus.

This Prospectus contains an offer to Qualifying Shareholders whose registered addresses are in Australia and New Zealand of the Rights, and an offer of the Shortfall, the Placement Options, the Additional Placement Options and the Underwriting Options to those persons referred to in sections 2.15, 2.8, 2.9 and 2.10 respectively, and has been prepared to comply with the requirements of the securities laws of Australia and New Zealand. Distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make an offer. No action has been taken to register this Prospectus, the New Shares or New Options or the Rights, or otherwise permit an offering of the New Shares or New Options or the Rights, in any jurisdiction outside of Australia or New Zealand.

No New Shares or New Options will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

Application will be, or has been, made within 7 days of the date of this Prospectus for permission for the New Shares and New Options offered by this Prospectus to be admitted to Quotation on the ASX.

RISK FACTORS

The New Shares and New Options offered under this Prospectus are of a speculative nature. Qualifying Shareholders and other Applicants should read this Prospectus in its entirety and, if in any doubt, consult with their professional advisors before deciding whether to apply for New Shares and New Options. In particular, it is important that Qualifying Shareholders and other Applicants consider the risk factors set out in section 5 of this Prospectus. The New Shares and New Options offered under this Prospectus carry no guarantee in respect of return of capital, return on capital investment, payment of dividends or the future value of the Shares or Options.

DISCLAIMER

No person is authorised to give any information or to make any representation in connection with the Offers which is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by Conico (or its Directors or advisers) in connection with the Offers.

PROSPECTUS AVAILABILITY

This Prospectus is available in both a paper and electronic version. Qualifying Shareholders with registered addresses in Australia and New Zealand will be sent a paper copy of this Prospectus on 29 April 2022. An electronic version of this Prospectus will also be emailed to Qualifying Shareholders who have provided Advanced Share Registry Services with their email address and may also be viewed by Qualifying Shareholders by accessing their secure electronic account with Advanced Share Registry Services. In addition, Qualifying Shareholders can obtain a copy of this Prospectus during the Rights Issue on the Conico website atwww.conico.com.auor by calling the Company by telephone on ([phone]. Qualifying Shareholders who access the electronic version of this Prospectus should ensure that they download and read the entire prospectus. A personalised Acceptance Form will accompany the paper copy of the Prospectus which will be mailed to Qualifying Shareholders on 29 April 2022. Personalised Acceptance Forms can also be accessed by Qualifying Shareholders from their secure electronic account with Advanced Share Registry Ltd.

Placement Subscribers, Additional Placement Subscribers and the Underwriter (and its nominees) will be emailed a copy of this Prospectus if (and as soon practicable after) Shareholders approve the issue of the New Placement Options, New Additional Placement Options and New Underwriter Options at the Company Meeting, and it will be accompanied by a personalised acceptance form.

Neither this Prospectus nor the accompanying Acceptance Form may be sent to Qualifying Shareholders or other Applicants outside of Australia and New Zealand or otherwise distributed outside of Australia and New Zealand.

FORWARD LOOKING STATEMENTS

This Prospectus contains forward-looking statements which are identified by words such as 'may', 'could', 'believes', 'estimates', 'targets', 'expects', or 'intends' and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are anticipated to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and its management.

The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and Applicants are cautioned not to place undue reliance on these forward-looking statements.

The Company has no intention of updating or revising forward-looking statements regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

These forward-looking statements are subject to various risk factors that could cause the Company's actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in section 5.

NO INVESTMENT ADVICE

The information contained in this Prospectus is not financial product advice or investment advice and does not take into account your financial or investment objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional advice from your accountant, financial advisor, stockbroker, lawyer or other professional adviser before deciding to subscribe for New Shares and New Options under this Prospectus to determine whether it meets your objectives, financial situation and needs.

TRANSACTION-SPECIFIC PROSPECTUS

This Prospectus is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act. This Prospectus is not required to, and does not, contain all the information that is generally required to be set out in a prospectus, including general information in relation to the assets and liabilities, financial position, profits and losses or prospects of the Company. This Prospectus generally only contains information in relation to the effect of the Offers on the Company and the rights and liabilities attaching to the New Shares and New Options offered under this Prospectus.

Section 7 of this Prospectus sets out further information in relation to the nature and contents of this Prospectus.

DEFINITIONS AND ABBREVIATIONS

Throughout this Prospectus abbreviations and defined terms are used. Defined terms are generally identified by the use of an uppercase first letter. Details of the definitions and abbreviations used are set out in section 8 of this Prospectus.

SUMMARY OF OFFER

This information is intended as a summary only and should be read in conjunction with the more detailed information appearing elsewhere in this Prospectus. Applicants should read this entire Prospectus, including the risks in section 5, in order to make an informed decision about acquiring New Shares and New Options.

1.

KEYPOINTS OF ENTITLEMENT OFFER

New Share Issue Price	$0.013 per New Share
Qualifying Shareholder Entitlement	1 New Share for every 6 Existing Shares
held on the Record Date (together with
1 free accompanying New Option for
every 2 New Shares acquired under
this Prospectus)
Approximate number of New Shares to be issued under this	191,707,851
Rights Issue
Approximate number of New Options to be issued under this	95,853,296
Rights Issue
Approximate amount to be raised under this Rights Issue	$2,492,202
(assuming the Rights Issue is fully subscribed and before the
expenses of the Entitlement Offer)

These figures assume that none of the existing Options on issue in the Company are converted to Shares prior to the Record Date. If this occurs, the number of New Shares and New Options, and the amount raised under this Rights Issue, may increase.

2.

SUMMARY OF IMPORTANT DATES

Offer announcement & Appendix 3B lodged with ASX	31 March 2022
Lodgement of Prospectus with ASIC (after the market closes)	19 April 2022
Lodgement of Prospectus with ASX (before the market opens)	20 April 2022
Ex date	22 April 2022
Record Date for determining Entitlements	26 April 2022
Prospectus despatched to Qualifying Shareholders	29 April 2022
Closing date of the Entitlement Offer*	18 May 2022
Securities quoted on a deferred settlement basis	19 May 2022
Company notifies ASX of under subscriptions	25 May 2022
Issue Date and Appendix 2A lodged with ASX (end of any deferred
settlement trading), dispatch of holding statements	25 May 2022

This timetable is indicative only and subject to change. The Company reserves the right, subject to the Corporations Act and the Listing Rules, to vary the above dates (including, without limitation, to extend the Closing Date or to close this Rights Issue early), or to withdraw this Rights Issue and Prospectus at any time, without prior notice. Any extension of the Closing Date will have a consequential effect on subsequent milestones set out above.

*See section 2.15 in relation to the Shortfall Offers and sections 2.8, 2.9 and 2.10 respectively in relation to the Placement Options Offer, the Additional Placement Options Offer and the Underwriter Options Offer.

CONTENTS

Page

IMPORTANT STATEMENT ................................................................................................................................................... 1

SUMMARY OF OFFER .......................................................................................................................................................... 3

• 1. CHAIRMAN'S LETTER ................................................................................................................................................. 5

• 2. DETAILS OF THE OFFER .............................................................................................................................................. 6

• 3. ACTION REQUIRED BY QUALIFYING SHAREHOLDERS ............................................................................................. 14

• 4. COMPANY OVERVIEW ............................................................................................................................................. 16

• 5. RISK FACTORS .......................................................................................................................................................... 17

• 6. EFFECT OF THE ISSUE ............................................................................................................................................... 21

• 7. ADDITIONAL INFORMATION ................................................................................................................................... 26

• 8. GLOSSARY NAMES AND TERMS .............................................................................................................................. 39

• 9. CONSENT BY DIRECTORS ......................................................................................................................................... 41

• 10. CORPORATE DIRECTORY ......................................................................................................................................... 42