FIRST LITHIUM LIMITED - AGM Information 2017

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LIMITED
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A C N 0 0 9 0 8 1 7 7 0

N O T I C E O F A N N U A L G E N E R A L M E E T I N G E X P L A N A T O R Y S T A T E M E N T P R O X Y F O R M

Date of Meeting

9 November 2017

Time of Meeting

10.00am (WST)

Place of Meeting

108 Outram Street West Perth, Western Australia

YOUR ANNUAL REPORT IS AVAILABLE ONLINE, SIMPLY VISIT:

http://ookami.com.au/investor/

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9322 1587.

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NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of Shareholders of Ookami Limited ACN 009 081 770 ( Company ) is to be held on 9 November 2017 at 108 Outram Street, West Perth, Western Australia commencing at 10.00am (WST) for the purpose of transacting the following business referred to in this Notice of Annual General Meeting ( Notice ).

Terms and abbreviations used in this Notice and accompanying Explanatory Statement are defined in the Glossary to the Explanatory Statement.

The Explanatory Statement that accompanies and forms part of this Notice describes the matters to be considered at this Meeting.

Time and Place of Meeting

Notice is given that the Meeting will be held at 10:00am (WST) on 9 November 2017 at:

108 Outram Street West Perth, Western Australia

ORDINARY BUSINESS

Financial Statements – Year ended 30 June 2017

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2017 including the declaration of the Directors’, the Directors’ report, the Remuneration Report and the auditor’s report as set out in the Company’s Annual Report.

Resolution 1 – Non Binding Resolution to adopt Remuneration Report

To consider and, if thought fit, to pass the following as a non-binding Resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given to adopt the Remuneration Report as set out in the Annual Report for the year ended 30 June 2017."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Statement for further details on the consequences of voting on this Resolution.

Voting	Prohibition Statement:A vote on this Resolution must not be cast (in any capacity) by or on
behalf	of either of the following persons:
(a)	a member of the Key Management Personnel, details of whose remuneration are included in
	the Remuneration Report; or
(b)	a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the
vote is	not cast on behalf of a person described above and either:
(a)	the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this
	Resolution; or
(b)	the voter is the Chair and the appointment of the Chair as proxy:
	(i) does not specify the way the proxy is to vote on this Resolution; and
	(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is
	connected directly or indirectly with the remuneration of a member of the Key
	Management Personnel.

Resolution 2 – Re-election of Director – Mr Peter Wall

To consider and, if thought fit, to pass the following Resolution as an ordinary Resolution :

“That, for the purpose of clause 14.2 of the Company’s Constitution and for all other purposes, Mr Peter Wall, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

Resolution 3 – Approval of Additional 10% Placement Capacity

To consider and, if thought fit, to pass with or without amendment, as a special Resolution the following:

"That, for the purpose of Listing Rule 7.1A and all other purposes, the Company approves the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 4 – Appointment of Auditor

To consider and, if thought fit, to pass with or without amendment, as an ordinary Resolution the following:

“That, for the purposes of section 327B of the Corporations Act and for all other purposes, Pitcher Partners BA&A Pty Ltd, having consented in writing to act in the capacity of auditor, subject to ASIC consent to the resignation of Ernst & Young, be appointed as auditor of the Company, effective from the date of the Meeting.”

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

BY ORDER OF THE BOARD

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Shannon Coates Company Secretary

18 September 2017

How to vote

Shareholders can vote by either:

attending the meeting and voting in person or by attorney or, in the case of corporate shareholders, by appointing a corporate representative to attend and vote; or
appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions in person, by post or by facsimile.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting, if possible, so that their holding may be checked against the Company's share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the meeting.

Voting by a Corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed.

Voting by proxy

A Shareholder who is entitled to attend and cast two or more votes may appoint two proxies. Each proxy will have the right to vote on a poll and also to speak at the meeting.
The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies in accordance with section 249X of the Corporations Act (i.e. where there are two proxies, each proxy may exercise half of the votes).
A proxy need not be a Shareholder.
The proxy can be either an individual or a body corporate.
If a proxy holder votes, they must cast all directed proxies as directed.
If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit. However, where a Restricted Voter is appointed as a proxy, the proxy may only vote on Resolution 1 if the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Should any Resolution, other than those specified in this Notice, be proposed at the meeting, a proxy may vote on that Resolution as they think fit.
If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the shares that are

the subject of the proxy appointment will not be counted in calculating the required majority.

Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf, who must vote the proxies as directed.
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular Resolution and, if it does the proxy need not vote on a show of hands, but if the proxy does so the proxy must vote that way (i.e. as directed); and if the proxy has 2 or more appointments that specify different ways to vote on the Resolution, the proxy must not vote on a show of hands and if the proxy is the Chair of the meeting at which the Resolution is voted on, the proxy must vote on a poll and must vote that way (i.e. as directed) and if the proxy is not the Chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).
Section 250BC of the Corporations Act provides that if an appointment of a proxy specified the way the proxy is to vote on a particular Resolution at a meeting of the Company’s members and the appointed proxy is not the Chair of the meeting and at the meeting, a poll is duly demanded on the Resolution and either the proxy is not recorded as attending the meeting or the proxy does not vote on the Resolution, the Chair of the meeting is taken, before voting on the Resolution closes, to have been appointed as the proxy for the purposes of voting on the Resolution of the meeting.
To be effective, proxies must be lodged by 10.00am (WST) on 7 November 2017. Proxies lodged after this time will be invalid.
Proxies may be lodged using any of the following methods:
(a) by returning a completed proxy form in person to 108 Outram Street, West Perth, Western Australia 6005; or
(b) by faxing a completed proxy form to or by fax to +61 8 9463 6373.

The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the power of attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 10.00am (WST) on 9 November 2017. If facsimile transmission is used, the power of attorney must be certified.

Shareholders who are entitled to vote

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person's entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 4.00pm (WST) on 7 November 2017.

OOKAMI LIMITED ACN 009 081 770

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide shareholders with material information to enable them to make an informed decision on the business to be conducted at the 2017 Annual General Meeting of Ookami Limited ( Company ).

The Directors recommend shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

Certain terms and abbreviations used in this Explanatory Statement have defined meanings which are explained in the glossary appearing at the end of this Explanatory Statement.

FINANCIAL STATEMENTS – YEAR ENDED 30 JUNE 2017

The first item of the Notice deals with the consolidated annual financial report of the Company for the financial year ended 30 June 2017 together with the Directors’ declaration, the Directors’ report, the Remuneration Report and the auditor’s report. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered. The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The reports are available on the Company’s website at www.ookami.com.au.

No Resolution is required to be moved in respect of this item.

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company.

The Chairman will also provide Shareholders a reasonable opportunity to ask the auditor questions relevant to:

the conduct of the audit;
the preparation and content of the independent audit report;
the accounting policies adopted by the Company in relation to the preparation of accounts; and
the independence of the auditor in relation to the conduct of the audit.

RESOLUTION 1 – NON BINDING RESOLUTION TO ADOPT REMUNERATION REPORT

The Directors’ report for the year ended 30 June 2017 contains a Remuneration Report which sets out the policy for the remuneration of the Directors and key executives of the Company. The Corporations Act requires that at a listed company’s annual general meeting, a Resolution that the remuneration report be adopted must be put to the shareholders. However, section 250R(3) of the Corporations Act expressly provides that the vote on the Resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements and sets out the details of any share based compensation. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for a financial year.

The Chair must allow a reasonable opportunity for Shareholders to ask questions about or make comments on the Remuneration Report at the Annual General Meeting.

Voting consequences

A company is required to put to its shareholders a Resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report Resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a Shareholder Meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

Voting Restriction

Shareholders appointing a proxy for this Resolution should note the following:

Proxy	Directions given	No directions given
Key Management Personnel1	Vote as directed	Unable to vote3
Chair2	Vote as directed	Able to vote at discretion of Proxy4
Other	Vote as directed	Able to vote at discretion of Proxy

Notes:

1 Refers to Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member.

2 Refers to the Chair (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report), or a Closely Related Party of such a member.

3 Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

4 The Proxy Form notes it is the Chair’s intention to vote all undirected proxies in favour of all Resolutions.

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR PETER WALL

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Mr Wall having served as a director since 27 October 2015, retires by rotation and seeks re-election.

Qualifications and other material directorships

Mr Wall (non-executive director) (LLB BComm MAppFin FFin) is a corporate lawyer and has been a Partner at Steinepreis Paganin (Perth based corporate law firm) since July 2005. Mr Wall graduated from the University of Western Australia in 1998 with a Bachelor of Laws and Bachelor of Commerce (Finance). He has also completed a Masters of Applied Finance and Investment with FINSIA.

Mr Wall has a wide range of experience in all forms of commercial and corporate law, with a particular focus on technology, resources, equity capital markets and mergers and acquisitions. He also has significant experience in dealing in cross border transactions.

Mr Wall is currently a director of the following ASX listed companies: MMJ Phytotech Limited, My Fiziq Limited, Activistic Limited, Zyber Holdings Limited, Sky and Space Global Limited, Transcendence Technologies Limited and Pursuit Minerals Ltd.

Independence

If elected the Board considers Mr Wall will not be an independent director.

Board Recommendation

The Board supports the re-election of Mr Wall and recommends that Shareholders vote in favour of Resolution 2.

RESOLUTION 3 – APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY

Background

Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital ( Additional 10% Placement Capacity ). The Additional 10% Placement Capacity is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An entity will be eligible to seek approval under Listing Rule 7.1A if: (a) the entity has a market capitalisation of $300 million or less; and (b) the entity is not included in the S&PASX 300 Index. The Company is an Eligible Entity for the purposes of Listing Rule 7.1A as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $6,062,215, as at 18 September 2017.

If Shareholders approve Resolution 3, the number of Equity Securities to be issued under the Additional 10% Placement Capacity will be determined in accordance with the formula set out in Listing Rule 7.1A.2 (as set out below).

The Company is putting Resolution 3 to Shareholders to seek approval to issue additional Equity Securities under the Additional 10% Placement Capacity. It is anticipated that funds raised by the issue of Equity Securities under the Additional 10% Placement Capacity would be applied as set out in this Resolution below.

Listing Rule 7.1A

The effect of Resolution 3 will be to permit the Company to issue the Equity Securities under Listing Rule 7.1A during the Additional Placement Period (as defined below), without subsequent Shareholder approval and without using the Company’s 15% placement capacity under Listing Rule 7.1.

Equity Securities issued under the Additional 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the Company. As at the date of this Notice the Company has one class of quoted Equity Securities on issue, being the Shares (ASX Code: OOK).

Based on the number of Shares on issue at the date of this Notice, the Company will have 252,592,289 Shares on issue and therefore, subject to Shareholder approval being sought under Resolution 3 Equity Securities will be permitted to be issued in accordance with Listing Rule 7.1A. Shareholders should note that the calculation of the number of Equity Securities permitted to be issued under the Additional 10% Placement Capacity is a moving calculation and will be based on the formula set out in Listing Rule 7.1A at the time of issue of the Equity Securities. The table below demonstrates various examples as to the number of Equity Securities that may be issued under the Additional 10% Placement Capacity.

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

A is the number of Shares on issue 12 months before the date of issue or agreement:
(i) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;
(ii) plus the number of partly paid shares that became fully paid in the previous 12 months;
(iii) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid ordinary shares under the entity’s 15% placement capacity without shareholder approval; and
(iv) less the number of Shares cancelled in the previous 12 months.
D is 10%.
E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

Resolution 3 is a special Resolution, requiring approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) in order to be passed.

Specific information required by Listing Rule 7.3A

The following information in relation to this Resolution 3 is provided to Shareholders for the purposes of Listing Rule 7.3A:

(c) Minimum Price: The Equity Securities will be issued at an issue price of not less than 75% of the volume weighted average price for the Company's Equity Securities in that class over the 15 Trading Days on which shares in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
(d) Risk of voting dilution: If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the Additional 10% Placement Capacity, the existing Shareholders' economic and voting interests in the Company will be diluted. There is also a risk that:
(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

The table shows:

(e) examples of where variable “A” is at its current level and where variable “A” has increased by 50% and by 100%;
(f) examples of where the issue price of ordinary securities is the current market price as at close of trade on 18 September 2017, being $0.024, (current market price), where the issue price is halved, and where it is doubled; and
(g) the dilutionary effect will always be 10% if the maximum number of Equity Securities that may be issued under the Additional 10% Placement Capacity are issued.

Variable ‘A’	Number of Shares issued and funds raised under the Additional 10% Placement Capacity and dilution effect		Dilution
		$0.012 Issue Price at half the current market price	$0.024 Issue Price at current market price	$0.048 Issue Price at double the current market price
Current Variable A 252,592,289 Shares	Shares issued – 10% voting dilution	25,259,229	25,259,229	25,259,229
	Funds raised	$303,111	$606,221	$1,212,443
50% increase in current Variable A 378,888,434 Shares	Shares issued – 10% voting dilution	37,888,843	37,888,843	37,888,843
	Funds raised	$454,666	$909,332	$1,818,664
100% increase in current variable A 505,184,578 Shares	Shares issued – 10% voting dilution	50,518,458	50,518,458	50,518,458
	Funds raised	$606,221	$1,212,443	$2,424,886

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

(h) There are currently 252,592,289 Shares on issue.
(i) The issue price set out above is the closing price of the Shares on the ASX on 18 September 2017.
(j) The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
(k) The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval or ratification under ASX Listing Rule 7.1.
(l) The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
(m) This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.
(n) No Options are exercised before the date of the issue of the Equity Securities.
(o) The issue of Equity Securities under the Additional 10% Placement Capacity consists only of Shares. If the issue of Equity Securities includes quoted Options, for the purposes of the above table, it is assumed that those quoted Options are exercised.

(p) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
(q) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.

Approval of the Additional 10% Placement Capacity will be valid from the date of the Annual General Meeting and will expire on the earlier of:

(r) the date that is 12 months after the date of the Annual General Meeting; and
(s) the date of the approval by Shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking), ( Additional Placement Period ) after which date, an approval under Listing Rule 7.1A ceases to be valid.

The Company may seek to issue the Equity Securities under the Additional 10% Placement Capacity for the following purposes:

(a) cash consideration. If Equity Securities are issued for cash consideration, the Company intends to use the funds for development of its existing assets, to acquire new assets or investments and/or general working capital purposes; or
(b) non-cash consideration for the acquisition of new assets in, or complementary to, the fintech sector. If Equity Securities are issued for non-cash consideration, the Company will comply with the minimum issue price limitation under Listing Rule 7.1A.3 in relation to such issue and will release the valuation of the non-cash consideration to the market.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

The Company will determine the recipients at the time of the issue under the Additional 10% Placement Capacity, having regard to the following factors:

(a) the prevailing market conditions at the time of the issue;
(b) the purpose of the issue;
(c) the ability of the Company to raise funds at the time of the proposed issue of Equity Securities and whether the raising of any funds under such placement could be carried out by alternative means such as an entitlements offer, a placement and another offer where existing Shareholders may participate;
(d) the dilutionary effect of the proposed issue of the Equity Securities on existing Shareholders at the time of the proposed issued of Equity Securities;
(e) the effect of the issue of the Equity Securities on the control of the Company;
(f) the circumstances of the Company, including, but not limited to the financial situation and solvency of the Company; and
(g) advice from its professional advisers, including corporate, financial and broking advisers (if applicable).

The Company notes that:

(a) the Board has formed no specific intentions to offer any placement to any existing Shareholders, class of Shareholders or any new investors;
(b) the Board will always consider, prior to making any placement whether the raising of funds could be achieved by means of an entitlements issue to existing Shareholders; and
(c) if any issue is announced, the Company would disclose its reasons for undertaking that particular issue rather than an entitlements issue to existing shareholders, should that occur.

The recipients under the Additional 10% Placement Capacity have not been determined as at the date of this Notice. They may, however, include current Shareholders, substantial Shareholders and/or new investors none of whom will be related parties (or their associates) of the Company.

Further, if the Company is successful in acquiring new assets or investments, it is likely that the recipients under the 10% Placement Capacity will be vendors of the new assets or investments.

A voting exclusion statement is included in the Notice.

Allocation policy under the 10% Placement Capacity

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

(i) the purpose of the issue;

(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

(iii) the effect of the issue of the Equity Securities on the control of the Company;

(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

(v) prevailing market conditions; and

(vi) advice from corporate, financial and broking advisers (if applicable).

Further, if the Company is successful in acquiring new assets or investments, it is likely that the recipients under the 10% Placement Capacity will be vendors of the new assets or investments.

When the Company issues Equity Securities pursuant to the Additional 10% Placement Capacity, it will give to ASX:

(a) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and
(b) the information required by Listing Rule 3.10.5A for release to the market.

Specific Information required by Listing Rule 7.3A.6:

The Company has not previously sought approval for the Additional 10% Placement Capacity

Directors’ Recommendation

The Board recommends Shareholders vote in favour of this Resolution.

RESOLUTION 4 – APPOINTMENT OF AUDITOR

On 8 September 2017, the Company’s current auditor, Ernst & Young, gave notice of its intention to resign as auditor of the Company to ASIC (under section 329(5) of the Corporations Act). The Company’s expectation is that ASIC’s consent will be forthcoming prior to the date of this Meeting. If ASIC does not consent to the resignation of Ernst & Young as auditor with effect from the date of the Annual General Meeting, Resolution 4 will not be proposed at the Meeting.

The Company has received:

(a) a nomination under section 328B(1) of the Corporations Act from a member of the Company for Pitcher Partners BA&A Pty Ltd ( Pitcher Partners ) to be appointed as the Company’s auditor, a copy of which is annexed as Schedule 1 to this Explanatory Statement; and
(b) a consent to act as auditors of the Company duly executed by Pitcher Partners, registered company auditors.

The reason for the change is that Pitcher Partners is considered a better match for the Company’s current size and operations.

If Resolution 4 is passed, the appointment of Pitchers Partner as the Company’s auditor will take effect after the Meeting.

Directors’ Recommendation

The Board recommends Shareholders vote in favour of this Resolution.

GLOSSARY

The following terms have the following meanings in this Explanatory Statement:

“Accounting Standards” has the meaning given to that term in the Corporations Act;

“Annual General Meeting” means the annual general meeting the subject of the Notice;

“Annual Report” means the annual financial report of the Company for the year ended 30 June 2017;

“ASIC” means the Australian Securities and Investments Commission.

“ASX” means ASX Limited (ABN 98 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

“Board” means the board of Directors;

“Closely Related Party” of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act;

“Company” means Ookami Limited (ACN 009 081 770);

“Constitution” means the constitution of the Company;

“Corporations Act” means the Corporations Act 2001 (Cth);

“Director" means a director of the Company;

“Explanatory Statement” means this explanatory statement accompanying the Notice;

“Key Management Personnel” has the meaning given to that term in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group;

“Listing Rules” means the Listing Rules of the ASX;

“Meeting” means the annual general meeting the subject of this Notice;

“Notice” or “Notice of Meeting” means the notice of annual general meeting accompanying this Explanatory Statement;

“Remuneration Report” means the remuneration report set out in the Director’s report section of the Company’s Annual Report;

“Restricted Voter” means Key Management Personnel and their Closely Related Parties;

“Resolution” means a Resolution the subject of the Notice;

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

“Trading Day” means a day determined by ASX to be a trading day in accordance with the Listing Rules;

“WST” means Australian Western Standard Time.

SCHEDULE 1

LETTER OF NOMINATION FOR NEW AUDITOR

Ms Shannon Coates Company Secretary Ookami Limited 108 Outram Street WEST PERTH WA 6005

Dear Ms Coates

NOMINATION OF AUDITOR

For the purpose of section 328B(1) of the Corporations Act 2001 (Cth), I, Faldi Ismail as director of Romfal Sifat Pty Ltd as trustee for the Fizmail Family Trust being a member of Ookami Limited (Company) hereby nominate Pitcher Partners BA&A Pty Ltd for appointment as auditor of the Company at the Annual General Meeting of the Company on 9 November 2017.

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Faldi Ismail 15 September 2017

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AGM Registration Card

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Appointment of Proxy

Holder Number:

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AI assistant

FIRST LITHIUM LIMITED — AGM Information 2017

64921_rns_2017-10-09_d03c531f-9252-4451-85d8-75cfbc0e2cd3.pdf

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N O T I C E O F A N N U A L G E N E R A L M E E T I N G E X P L A N A T O R Y S T A T E M E N T P R O X Y F O R M

Date of Meeting

Time of Meeting

Place of Meeting

YOUR ANNUAL REPORT IS AVAILABLE ONLINE, SIMPLY VISIT:

NOTICE OF ANNUAL GENERAL MEETING

Time and Place of Meeting

108 Outram Street West Perth, Western Australia

ORDINARY BUSINESS

Financial Statements – Year ended 30 June 2017

Resolution 1 – Non Binding Resolution to adopt Remuneration Report

Resolution 2 – Re-election of Director – Mr Peter Wall

Resolution 3 – Approval of Additional 10% Placement Capacity

Resolution 4 – Appointment of Auditor

OTHER BUSINESS

BY ORDER OF THE BOARD

How to vote

Voting in person (or by attorney)

Voting by a Corporation

Voting by proxy

Shareholders who are entitled to vote

OOKAMI LIMITED ACN 009 081 770

EXPLANATORY STATEMENT

FINANCIAL STATEMENTS – YEAR ENDED 30 JUNE 2017

RESOLUTION 1 – NON BINDING RESOLUTION TO ADOPT REMUNERATION REPORT

Voting consequences

Voting Restriction

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR PETER WALL

Qualifications and other material directorships

Independence

Board Recommendation

RESOLUTION 3 – APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY

Background

Listing Rule 7.1A

Specific information required by Listing Rule 7.3A

Approval of the Additional 10% Placement Capacity will be valid from the date of the Annual General Meeting and will expire on the earlier of:

The Company may seek to issue the Equity Securities under the Additional 10% Placement Capacity for the following purposes:

The Company will determine the recipients at the time of the issue under the Additional 10% Placement Capacity, having regard to the following factors:

Allocation policy under the 10% Placement Capacity

(i) the purpose of the issue;

When the Company issues Equity Securities pursuant to the Additional 10% Placement Capacity, it will give to ASX:

Specific Information required by Listing Rule 7.3A.6:

Directors’ Recommendation

RESOLUTION 4 – APPOINTMENT OF AUDITOR

Directors’ Recommendation

GLOSSARY

SCHEDULE 1

LETTER OF NOMINATION FOR NEW AUDITOR

NOMINATION OF AUDITOR

Appointment of Proxy

More from FIRST LITHIUM LIMITED

FIRST LITHIUM LIMITED AGM Information 2017