FIRST LITHIUM LIMITED - Annual Report 2018

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ANNUAL REPORT 30 JUNE 2018

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

Corporate Directory	1
Directors’ Report	2
Remuneration Report	10
Auditor’s Independence Declaration	20
Financial Report	21
Directors’ Declaration	55
Independent Auditor’s Report	56
Additional Shareholder Information	63

CORPORATE DIRECTORY

Directors

Faldi Ismail Non-Executive Chairman Brendan de Kauwe Non-Executive Director Emilija Poposka Kardaleva Non-Executive Director

Company Secretary

Shannon Coates

Registered office

108 Outram Street, West Perth, WA, 6005 Ph: +61 8 9486 7244

Auditor

Pitcher Partners BA&A Pty Ltd Level 11, 12-14 The Esplanade Perth, WA, 6000

Bankers

National Australia Bank Gateway Building Cnr Marmion & Davy Streets Booragoon, WA, 6154

Share Registry

Automic Registry Services Level 2, 267 St Georges Terrace Perth, WA, 6000

Securities Exchange Listing

Australian Securities Exchange Limited Level 40, Central Park 152-158 St Georges Terrace Perth, WA, 6000

ASX Code – OOK

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

DIRECTORS’ REPORT

Your Directors present their report, together with the financial statements of Ookami Limited (“the Company” or “OOK”) and controlled entities (“the Group”) for the financial year ended 30 June 2018.

1. DIRECTORS

The names of Directors in office at any time during or since the end of the year are:

Name	Status	Appointed
Faldi Ismail	Non-Executive Chairman	Appointed 5 June 2015
Brendan de Kauwe	Non-Executive Director	Appointed 5 June 2015
Emilija Poposka Kardaleva	Non-Executive Director	Appointed 30 January 2018
Peter Wall	Non-Executive Director	Appointed 27 October 2015
		Resigned 16 February 2018

2. COMPANY SECRETARY

The following person held the position of Company Secretary at the end of the financial year:

Shannon Coates

Ms. Coates was appointed as Company Secretary on 24 September 2015. Shannon completed a Bachelor of Laws through Murdoch University and has since gained over 20 years’ in-house experience in corporate law and compliance for public companies. She is a Chartered Secretary and an Associate Member of both the Institute of Chartered Secretaries & Administrators and the Governance Institute of Australia. Ms Coates is currently director of Evolution Corporate Services Pty Ltd, a company providing corporate advisory services and is also company secretary to a number of public unlisted and ASX listed companies.

3. PRINCIPAL ACTIVITIES

The Company continued to develop its Akela proprietary financial services software platform which provides Australian Financial Services Licence (AFSL) holders with a streamlined total managed solution to capital raisings and distribution of public and private offerings. The Company also continued to evaluate complimentary business acquisitions as part of the growth strategy outlined in the prospectus lodged with ASIC on 23 November 2015.

4. DIVIDENDS PAID OR RECOMMENDED

There were no dividends paid or recommended during the financial year ended 30 June 2018.

5. REVIEW OF OPERATIONS

5.1 Operation Review

During the year Ookami’s wholly owned Akela Platform continued to generate revenue and secure quality offerings for its retail and sophisticated (s708) investors, including offerings in Vector Resources Limited (ASX: VEC) and the prospectus capital raising for Jadar Lithium Limited (ASX: JDR) (formerly known as South East Asia Resources), with both offers closing oversubscribed. Akela secured an allocation in the prospectus capital raising for Raiden Resources Limited (ASX: RDN). In March 2018, Akela offered its clients the opportunity to participate in Rafaella Resources Ltd’s Initial Public Offering (IPO). In June 2018 Akela secured an allocation in the IPO for both Kleos Space SA and GeoCrystal Limited and looks forward to continuing to advance its revenue opportunities with further quality offerings planned for its subscribers.

OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2018

DIRECTORS’ REPORT

5. REVIEW OF OPERATIONS

As announced on 11 December 2017, Ookami entered into an agreement to acquire a strategic equity holding of 18.23%, being 28,000 ordinary shares, in award-winning blockchain company, BronTech Pty Ltd (Brontech), for A$933,240. Ookami shareholders approved the acquisition on 30 January 2018.

Brontech is a Sydney based company that is pioneering a blockchain backed platform for data exchange and identity management. The Company is also building complementary proprietary applications to extract data from various sources and pack them into anonymised data products that are sold to corporations and SMEs as insight and research tools.

Following shareholder approval, Brontech Founder and CEO, Ms Emilija Poposka Kardaleva, was appointed to the Board of Ookami as Non-Executive Director.

It is expected that the integration of Brontech’s technology in Akela Platform will:

Provide an additional layer of verification utilising blockchain technology to Akela’s existing KYC/AML processes enabling the platform to confidently scale, as well as enter into new third-party partnership and product offering.
Allow the verification of individual’s bank accounts, social media accounts and other professional and personal information data sets thereby allowing for up to 10,000 additional points per customer.
Provide data portability compatible with the EU GDPR Directive and identify solution across the entire Akela ecosystem as well to third party clients and partners of Akela.
Increase the Akela user base by providing a channel to access to the 10,000 current users and future users in the Brontech’s Ecosystem.
Provide Akela unparalleled access to customer insight via the Brontech data marketplace.
Allow Brontech clients with verified bank accounts to be instantly verified for Akela and seamlessly partake in offerings on the Akela platform.
Significantly enhance Akela’s marketing reach through Brontech’s smart marketing strategies and analytics to acquire ‘look-alike’ customers from Linkedln, Facebook, and other social media platform, thus enabling better targeting of existing and new potential customers.
Provide Akela the technology ‘know how’ and exposure to superior personal identity verification and management, advanced data analytics, as well as new revenue opportunity via access to purchasers within the data marketplace.

Ookami has entered into a formal agreement with Brontech to integrate its personal identity technology and solutions. This will be implemented via Brontech’s BronID API allowing clients such as Akela and NCX (and others) to onboard users in seamless manner by instantaneously extracting their identity information and verifying this information across different data sources for KYC/AML purposes. This is expected to strengthen the relationship between all stakeholders in Ookami’s ecosystem and further accelerate the growth of the ecosystem’s verified user base.

On 13 February 2018, the Company signed a collaboration agreement with Australian founded digital asset exchange National Currency Exchange Group Limited (NCX). Under the agreement, the parties will collaborate and share the intellectual property of their respective technologies, with a view to developing a “preferred” client model allowing members to seamlessly utilise technology and product offerings within the Ookami ecosystem. This model envisages that once fully verified, clients will have access to a digital wallet allowing Akela to be the first securities investment platform to integrate digital asset payment solutions for use in traditional equity offering.

On 16 February 2018, the Company announced that Non-Executive Director, Mr Peter Wall resigned from the Board.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

DIRECTORS’ REPORT

5. REVIEW OF OPERATIONS

5.1 Operation Review

As announced on 13 June 2018, the software architecture and business analysis scoping exercise for Payment Gateway conducted with NCX was completed.

The Directors of Ookami and Akela, continue to consider technologies and solutions deemed complementary to the Ookami ecosystem, and are continuing to explore such opportunities. Expansion of the portfolio remains a key growth strategy for the Company and the Company continues to evaluate a number of complementary business acquisitions to create additional shareholder value.

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Some of the acquisitions may have the potential to increase the Company’s Akela subscriber base.

It is Ookami management’s view that blockchain technologies and cryptocurrencies will continue to become more mainstream as governments, Tier 1 companies and regulators (such as the ASX’s decision to move to blockchain settlements solution) adopt the technologies. Consequently, Ookami expects increasing acceptance of products and transactions in this space and the implementation of appropriate regulatory regimes.

5.2 Financial Review

The financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business. The Group incurred a loss for the year of $1,132,424 (2017: $503,335 loss). The net assets of the Group have decreased from $3,157,449 at 30 June 2017 to $3,023,847 at 30 June 2018.

As at 30 June 2018, the Group's cash and cash equivalents balance decreased by $1,413,795 to a balance at 30 June 2018 of $1,250,423 and had working capital of $1,231,575 (2017: $2,588,532).

Based on a cash flow forecast, the Group has sufficient working capital to fund its mandatory obligations for the period ending 12 months from the date of this report.

6. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

Refer to section 5, Review of operations.

7. EVENT SUBSEQUENT TO REPORTING DATE

On 4 September 2018, the Company announced the issue of 2,000,000 Performance Rights and 2,000,000 Unlisted Options to a non-executive director, Ms Emilija Poposka Kardaleva, subject to the following vesting conditions;

a) 1,000,000 Performance Rights will vest if the Company’s 10 day VWAP Share price meets or exceeds $0.06 at any time in the 18 months after the date of issue of the Performance Rights; and
b) 1,000,000 Performance Rights will vest if the Company’s 10 day VWAP Share price meets or exceeds $0.08 at any time in the 18 months after the date of issue of the Performance Rights.

On 4 September 2018, the Company announced the issue of 2,000,000 Unlisted Options exercisable at $0.03 each on or before 3 September 2020 (“Expiry Date”) and vesting if the Company’s 10 day VWAP Share price increases to $0.06 or higher at any time prior to the Expiry Date to a consultant as part consideration for investor relation services.

OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2018

DIRECTORS’ REPORT

7. EVENT SUBSEQUENT TO REPORTING DATE

No other matters or circumstances have arisen since the end of the reporting period which significantly affected or may significantly affect the operation of the Group, the result of those operations, or the state of affairs of the Group in the future financial years.

8. FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES

The Group’s principal continuing activity is the development and commercialisation of its Akela proprietary financial services software platform. The Group future developments, prospects and business strategies are to continue to evaluate complimentary business acquisitions as part of Group growth strategy.

9. INFORMATION ON DIRECTORS

The following information on Directors including the share and option holdings is current as at the date of this report:

Mr Faldi Ismail Chairman (Non-Executive) Qualifications Bachelor of Business (Accounting & Finance) Experience Mr Ismail has significant experience working as a corporate advisor specialising in the restructure and recapitalisation of a wide range of ASX-listed companies. With many years of investment banking experience, his expertise covers a wide range of industry sectors. Mr Ismail is the founder and operator of Otsana Capital, a boutique advisory firm specialising in mergers & acquisitions, capital raisings and Initial Public Offerings (IPO’s) and is currently a director of several ASX-Listed companies. Interest in Shares and 16,500,000 Ordinary Shares Options at the date of 6,250,000 Options exercisable by payment of $0.02 each on or before 3/9/2019 this report 4,364,865 Options exercisable by payment of $0.03 each on or before 22/1/2019 Directorships held in Asiamet Resources Limited (current) other listed entities (last Vysarn Limited (formerly MHM Metals Limited) (current) 3 years) Dotz Nano Limited (ceased 1 February 2018) Flamingo Al Limited (ceased 27 June 2017) Quantify Technology Holdings Limited (ceased 1 March 2017) TV2U International Limited (ceased 21 October 2016) Zenitas Health Ltd (ceased 6 April 2016) Emergent Resources Limited (ceased 16 November 2015)

OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2018

DIRECTORS’ REPORT

9. INFORMATION ON DIRECTORS (CONTINUED)

Mr Brendan de Kauwe Director (Non-Executive)

Qualifications BDSc (UWA), Grad Dip App Fin, Dip Music Industry

Experience Dr de Kauwe studied a Bachelor of Science and Bachelor of Dental Surgery from the University of Western Australia. He also holds a Post Graduate Diploma in Applied Finance, majoring in Corporate Finance, and is an ASIC compliant (RG146) Securities Advisor. Dr de Kauwe’s is a Director of Otsana Capital, a corporate advisory firm, with vast experience in corporate restructuring and recapitalisations, mergers and acquisitions, IPO/RTO and capital markets. Dr de

Kauwe’s corporate experience, coupled with his extensive technology, science and bio-medical background gives him an integral understanding in the evaluation and execution of projects and assets over a diverse range of sectors. He is also a Director of G Medical Innovations Holdings Ltd (ASX: GMV).

Interest in Shares and 10,250,000 Ordinary Shares Options at the date of this report Directorships held in G Medical Innovations Holdings Limited (current) other listed entities (last Race Oncology Limited (ceased 4 April 2018) 3 years) e-Sense Lab Limited (ceased 9 February 2018) Calidus Resources Limited (ceased 13 June 2017) XPED Limited (ceased 24 March 2016) Ms. Emilija Poposka Director (Non-Executive) Kardaleva Qualifications Master Degree in Computer Science Master Degree in Business Administration (General Management) Experience Ms Poposka Kardaleva has 10 years’ experience in technology and software development across different stages of the software development life cycle. During her career she has worked on several large-scale software projects for the public and private sector and taken up varied roles in the software development lifecycle, including project manager, programmer and QA engineer. Ms Poposka Kardaleva has consulted on major projects with international organisation including United Nations Development Program (UNDP), United States Agency for International Development (USAID) and The European Commission (EC). Interest in Shares and Nil Options at the date of this report Directorships held in Nil other listed entities (last 3 years)

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

DIRECTORS’ REPORT

9. INFORMATION ON DIRECTORS (CONTINUED)

Mr Peter Wall

Director (Non-Executive) (Resigned 16 February 2018)

Qualifications LLB BComm MAppFin FFin Experience Mr Wall is a corporate lawyer and has been a Partner at Steinepreis Paganin (Perth based corporate law firm) since July 2005. Peter 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. Peter has a wide range of experience in all forms of commercial and corporate law, with a particular focus on technology, equity capital markets and mergers and acquisitions. He also has significant experience in dealing in cross border transactions.

Interest in Shares and 12,250,000 Ordinary Shares Options at the date of his resignation

Directorships held in MyFiziq Limited (current) other listed entities (last Activistic Limited (current) 3 years) Zyber Holdings Limited (current) Sky and Space Global Limited (current) Transcendence Technologies Limited (current) Zinc of Ireland (ceased 22 July 2016)

TV2U International Limited (ceased 9 February 2016)

9. MEETINGS OF DIRECTORS

During the financial year, there was two meetings of directors (nil committee meetings of directors) held, with all Directors attending the meeting. In addition, decisions at Board level were made via circular resolution of the Directors.

10. INDEMNIFYING OFFICERS AND AUDITOR

Indemnification

The Company indemnifies each of its Directors, Officers and Company Secretary. The Company indemnifies each Director or officer to the maximum extent permitted by the Corporations Act 2001 from liability to third parties, except where the liability arises out of conduct involving lack of good faith, and in defending legal and administrative proceedings and applications for such proceedings.

The Company must use its best endeavours to insure a Director or officer against any liability, which does not arise out of conduct constituting a wilful breach of duty or a contravention of the Corporations Act 2001. The Company must also use its best endeavours to insure a Director or officer against liability for costs and expenses incurred in defending proceedings whether civil or criminal.

To the extent permitted by law, the Company has agreed to indemnify its auditors, Pitcher Partners, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount).

The Company has not entered into any agreement with its current auditors indemnifying them against any claims by third parties arising from their report on the financial report.

OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2018

DIRECTORS’ REPORT

10. INDEMNIFYING OFFICERS AND AUDITOR

Insurance Premium

During the year the Company paid insurance premiums to insure Directors and Officers against certain liabilities arising out of their conduct while acting as an officer of the Group. Under the terms and conditions of the insurance contract, the nature of the liabilities insured against and the premium paid cannot be disclosed.

11. OPTIONS

Unissued shares under option

At the date of this report, the un-issued ordinary shares of Ookami Limited under option are as follows:

Grant Date Expiry Date Exercise Price	Number of shares under option
24 December 2015 22 January 2019 $0.03	39,979,730
24 December 2015 4 September 2019 $0.02	23,000,000
9 November 2017 3 September 2019 $0.02 8 August 2018 3 September 2020 $0.03	2,500,000
	2,000,000
	67,479,730

No person entitled to exercise the option has or has any right by virtue of the option to participate in any share issue of any other body corporate. 4,520,270 shares were issued during the year on exercise of options (2017: Nil).

Performance Rights

At the date of this report, the performance rights of Ookami Limited are as follows:

Performance Expiration dates	Number of
Grant Date Right	rights issued
8 August 2018 Class D 4 March 2020 8 August 2018 Class E 4 March 2020	1,000,000 1,000,000
	2,000,000

Class	Milestone
Class D Performance Rights	Upon volume weighted average price (VWAP) for 10 consecutive trading days of shares equals or exceeds 6 cents
Class E Performance Rights	Upon volume weighted average price (VWAP) for 10 consecutive trading days of shares equals or exceeds 8 cents

OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2018

DIRECTORS’ REPORT

12. ENVIRONMENTAL REGULATIONS

The Company is subject to the environmental regulations under legislation of the Commonwealth of Australia. The Company aims to comply with the identified regulatory requirements in each jurisdiction in which it operates. There have been no known material breaches of the environmental regulations.

13. NON-AUDIT SERVICES

During the year, Pitcher Partners BA&A Pty Ltd consented to and was appointed as the Company’s auditors.

The Group may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company are important. Non-audit services were provided by related entities to the Company’s current auditors, Pitcher Partners BA&A Pty Ltd as detailed below. The Directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.

Amounts paid/ payable to Pitcher Partners BA&A Pty Ltd or related entities for non-audit services Pitcher Partners (WA) Pty Ltd - Taxation Total auditors remuneration for non-audit services	30 June 2018 $ 30 June 2017 $
	7,098 -
	7,098 -

In the event that non-audit services are provided by Pitcher Partners, the Board has established certain procedures to ensure that the provision of non-audit services are compatible with, and do not compromise, the auditor independence requirements of the Corporations Act 2001. These procedures include:

non-audit services will be subject to the corporate governance procedures adopted by the Company and will be reviewed by the Board to ensure they do not impact the integrity and objectivity of the auditor; and
ensuring non-audit services do not involve reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards.

14. PROCEEDINGS ON BEHALF OF COMPANY

No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.

The Company was not a party to any such proceedings during the year.

15. AUDITOR’S INDEPENDENCE DECLARATION

The auditor’s independence declaration under section 307C of the Corporations Act 2001 (Cth) for the year ended 30 June 2018 has been received and can be found on page 20 of the Annual Report.

16. ROUNDING OF AMOUNTS

The Company has applied the relief available to it in ASIC Legislative Instrument 2016/191, and accordingly certain amounts included in this report and in the financial report have been rounded off to the nearest $1 (where rounding is applicable), under the option available to the Company under ASIC Corporations

OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2018

DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED)

This remuneration report for the year ended 30 June 2018 outlines the remuneration arrangements of the Group in accordance with the requirements of the Corporations Act 2001 (Cth), as amended (the Act) and its regulations. This information has been audited, as required by section 308(3C) of the Act.

The remuneration report is presented under the following sections:

Introduction
Remuneration governance
Executive remuneration arrangements
Non-executive director fee arrangements
Details of remuneration
Additional disclosures relating to options and shares
Loans to key management personnel (KMP) and their related parties
Other transactions and balances with KMP and their related parties

Details of the nature and amount of each element of the remuneration of each of the Key Management Personnel (“KMP”) of the Company (the Directors and executive) for the year ended 30 June 2018 are set out in the following tables:

There were no cash bonuses paid during the year and there are no set performance criteria for achieving cash bonuses.

onuses.
Name	Status	Appointed
Faldi Ismail	Non-Executive Chairman	Appointed 5 June 2015
Brendan de Kauwe	Non-Executive Director	Appointed 5 June 2015
Emilija Poposka Kardaleva	Non-Executive Director	Appointed 30 January 2018
Peter Wall	Non-Executive Director	Appointed 27 October 2015
		Resigned 16 February 2018

The names of other KMP in office at any time during or since the end of the year are:

Name	Status	Appointed
Zak Ismail	Director of Akela Capital Pty Ltd	Appointed 7 December 2009
		Resigned 9 April 2018

1. Introduction

KMP have authority and responsibility for planning, directing and controlling the major activities of the Group. KMP comprise the Directors of the Company and Mr Zak Ismail, who was a director of Akela Capital Pty Ltd, a wholly owned subsidiary, and is engaged in an executive capacity by the Company. Mr Zak Ismail appointed Mr Faldi Ismail and Mr Brendan de Kauwe to be director of Akela Capital Pty Ltd and resigned from his position of Director of Akela Capital Pty Ltd on 9 April 2018.

Compensation levels for KMP are competitively set to attract and retain appropriately qualified and experienced directors and executives. The Board may seek independent advice on the appropriateness of compensation packages, given trends in comparative companies both locally and internationally and the objectives of the Group’s compensation strategy.

OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2018

DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED)

2. Remuneration governance

The Directors believe the Company is not currently of a size nor are its affairs of such complexity as to warrant the establishment of a separate remuneration committee. Accordingly, all remuneration matters are considered by the full Board of Directors, in accordance with a remuneration committee charter.

During the financial year, the Company did not engage any remuneration consultants.

3. Executive remuneration arrangements

The compensation structures are designed to attract suitably qualified candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. Compensation packages may include a mix of fixed compensation, equity-based compensation, as well as employer contributions to superannuation funds. Shares and options may only be issued to directors subject to approval by shareholders in a general meeting.

At this stage the Board does not consider the Group’s earnings or earnings related measures to be an appropriate key performance indicator (KPI). In considering the relationship between the Group’s remuneration policy and the consequences for the Company’s shareholder wealth, changes in share price are analysed as well as measures such as successful completion of business development and corporate activities.

When required the Company will formalise remuneration arrangements with executives in employment agreements.

4. Non-Executive Director fee arrangements

The Board policy is to remunerate Non-Executive Directors at a level to comparable Companies for time, commitment, and responsibilities. Non-executive Directors do not receive performance related compensation. Directors’ fees cover all main Board activities and membership of any committee. The Board has no established retirement or redundancy schemes in relation to Non-Executive Directors.

The Non-Executive Directors have been provided with performance rights that are meant to incentivise the NonExecutive Directors. These performance rights do not have any service conditions attached. The board determines payments to the Non-Executive Directors and reviews their remuneration annually based on market practice, duties, and accountability. Independent external advice will be sought when required.

The maximum aggregate amount of fees that can be paid to Non-Executive Directors is presently limited to an aggregate of $300,000 per annum and any change is subject to approval by shareholders at a General Meeting. Fees for Non-Executive Directors are not linked to the performance of the Company. However, to align Directors’ interests with shareholder interests, the Directors are encouraged to hold shares in the Company.

The key terms of the Non-Executive Director service agreements existing at reporting date are as follows:

Non-Executive Director Appointment – Faldi Ismail

The Company has entered into an agreement with Mr Faldi Ismail in respect of his appointment as a Non-Executive Director and Chairman of the Company.

Mr Ismail will be paid a fee of $2,000 per month for his services as Non-Executive Director and Chairman from 5 June 2015 and will be reimbursed for all reasonable expenses incurred in performing his duties.

OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2018

DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED)

4. Non-Executive Director fee arrangements

The appointment of Mr Ismail as Non-Executive Chairman is otherwise on terms that are customary for an appointment of this nature.

Non-Executive Director Appointment – Brendan de Kauwe

The Company has entered into an agreement with Mr Brendan de Kauwe in respect of his appointment as a NonExecutive Director of the Company.

Mr de Kauwe will be paid a fee of $2,000 per month for his services as Non-Executive Director from 5 June 2015 and will be reimbursed for all reasonable expenses incurred in performing his duties.

Non-Executive Director Appointment – Emilija Poposka Kardaleva

The Company has entered into an agreement with Ms Emilija Poposka Kardaleva in respect of her appointment as a Non-Executive Director of the Company.

Ms Poposka Kardaleva will be paid a fee of $2,000 per month for her services as Non-Executive Director from 30 January 2018 and will be reimbursed for all reasonable expenses incurred in performing her duties.

The Company does not have a Director’s Retirement Scheme in place at present.

Total fees for the Non-Executive Directors for the financial year were $73,000 (2017: $72,000) and cover main Board activities only. Non-Executive Directors may receive additional remuneration for other services provided to the Group.

Performance Conditions Linked to Remuneration

The Group has established and maintains the Ookami Limited Performance Rights Plan (”Plan”) to provide ongoing incentives to any full time or part time employee, consultant or any person nominated by the Board (including Director or Company Secretary of the Company engaged by the Company on a full or part time basis) (“Eligible Participants”) of the Company.

The Board adopted the Plan to allow Eligible Participants to be granted Performance Rights to acquire shares in the Company.

The objective of the Plan is to provide the Company with a remuneration mechanism, through the issue of securities in the capital of the Company, to motivate and reward the performance of Eligible Participants in achieving specified performance milestones within a specified performance period. The Board will ensure that the performance milestones attached to the securities issued pursuant to the Plan are aligned with the successful growth of the Company’s business activities, which the company measures with reference to the company’s share price. The company’s share price at 30 June 2018 was $0.018 (2017: $0.014) and its loss after tax was $1,132,424 (2017: loss of $503,335).

OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2018

DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED)

Details of Remuneration

The Key Management Personnel of Ookami Limited includes the Directors of the Company. Other than is set out below, there are no other Key Management Personnel as at 30 June 2018.

	Short Term	Post	Other		Share-	Total	Performance
	Salary, Fees &	Employment			based		based
30 June 2018	Commissions	Superannuation			payments		remuneration
		$
	$		$		$	$	%
Non-Executive Directors
Faldi Ismail	24,000	-		-	-	24,000	-
Brendan de Kauwe	24,000	-		-	-	24,000	-
Emilija Poposka Kardaleva	10,000	-		-	-	10,000	-
Peter Wall1	15,000	-		-	-	15,000	-
Executive Management		-		-	-		-
Zak Ismail2	45,000	-		-	-	45,000	-
Total	118,000	-		-	-	118,000	-

	Short Term	Post	Other		Share-	Total	Performance
	Salary, Fees &	Employment			based		based
30 June 2017	Commissions	Superannuation			payments		remuneration
		$
	$		$		$	$	%
Non-Executive Directors
Faldi Ismail	24,000	-		-	-	24,000	-
Brendan de Kauwe	24,000	-		-	-	24,000	-
Peter Wall1	24,000	-		-	-	24,000	-
Executive Management
Zak Ismail2	60,000					60,000	-
Total	132,000	-		-	-	132,000

5. Additional disclosures relating to equity

Options awarded, vested and lapsed during the year

The table below discloses the number of share options granted, vested or lapsed during the year.

Share options do not carry any voting or dividend rights, and can only be exercised once the vesting conditions have been met, until their expiry date.

1 Peter Wall resigned from his position as Non-Executive Director of Ookami Limited on 16 February 2018.

2 Zak Ismail resigned from his position as Director of Akela Capital Pty Ltd on 9 April 2018.

OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2018

DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED)

KMP Options holdings

The number of options[] over ordinary shares held by each KMP of the Group during the financial year is as follows:

30 June 2018 Faldi Ismail Brendan de Kauwe Emilija Poposka Kardaleva Peter Wall1 Zak Ismail2 Total 30 June 2017 Faldi Ismail Brendan de Kauwe Peter Wall1 Zak Ismail2 Total	Balance at the start of the year Granted during the year Exercised during the year Other changes during the year Balance at the end of the year Vested and exercisable Vested and un- exercisable 10,614,865 - - - 10,614,865 - 10,614,865 - - - - - - - - - - - - - - - - - - - - - 16,547,059 - - - 16,547,059 - 16,547,059
	27,161,924 - - - 21,161,924 - 21,161,924
	Balance at the start of the year Granted during the year Exercised during the year Other changes during the year Balance at the end of the year Vested and exercisable Vested and un- exercisable 10,614,865 - - - 10,614,865 - 10,614,865 - - - - - - - - - - - - - - 16,547,059 - - - 16,547,059 - 16,547,059
	27,161,924 - - - 27,161,924 - 27,161,924

No shares were issued during the year on exercise of options (2017: Nil).

KMP performance rights holdings

The number of performance rights held by each KMP of the Group during the financial year is as follows:

30 June 2018 Faldi Ismail Brendan de Kauwe Emilija Poposka Kardaleva3 Peter Wall1 Total	Balance at the start of the year Granted during the year as remuneration Exercised during the year Other changes during the year Balance at the end of the year Vested and exercisable Vested and un- exercisable 9,000,000 - 9,000,000 - - - - 9,000,000 - 9,000,000 - - - - - - - - - - - 9,000,000 - 9,000,000 - - - -
	27,000,000 - 27,000,000 - - - -

 Includes options or shares held directly, indirectly and beneficially by KMP.

1 Peter Wall resigned from his position as Non-Executive Director of Ookami Limited on 16 February 2018.

2 Zak Ismail resigned from his position as Director of Akela Capital Pty Ltd on 9 April 2018.

3 Emilija Poposka Kardaleva was granted 2,000,000 performance rights subsequent to year end. Refer to note 23.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED)

KMP performance rights holdings (Continued)

30 June 2017 Faldi Ismail Brendan de Kauwe Peter Wall1 Zak Ismail3 Total	Balance at the start of the year Granted during the year as remuneration Exercised during the year Other changes during the year Balance at the end of the year Vested and exercisable Vested and un- exercisable 9,000,000 - - - 9,000,000 3,000,000 6,000,000 9,000,000 - - - 9,000,000 3,000,000 6,000,000 9,000,000 - - - 9,000,000 3,000,000 6,000,000 - - - - - - -
	27,000,000 - - - 27,000,000 9,000,000 18,000,000

27,000,000 shares were issued to KMP during the year on exercise of performance rights (2017: Nil).

KMP Shareholdings

The number of ordinary shares[] in Ookami Limited held by each KMP of the Group during the financial year is as follows:

30 June 2018 Faldi Ismail Brendan de Kauwe Emilija Poposka Kardaleva Peter Wall2 Zak Ismail3 Total	Balance at the start of the year Granted as Remuneration during the year Issued on exercise of options during the year Other changes during the year1 Other changes during the year2 Balance at end of Year 7,000,000 - - 9,500,000 - 16,500,000 1,250,000 - - 9,000,000 - 10,250,000 - - - - - - 4,750,000 - - 9,000,000 (13,750,000) - 15,047,059 - - - - 15,047,059
	28,047,059 - - 27,500,000 (13,750,000) 41,797,059

30 June 2017 Faldi Ismail Brendan de Kauwe Peter Wall2 Zak Ismail3 Total	Balance at the start of the year Granted as Remuneration during the year Issued on exercise of options during the year Other changes during the year Balance at end of Year 5,500,000 - - 1,500,00 7,000,000 1,250,000 - - - 1,250,000 4,750,000 - - - 4,750,000 15,047,059 - - - 15,047,059
	26,547,059 - - 1,500,000 28,047,059

1 Other changes during the year includes the conversions of performance rights granted as remuneration on 16 February 2018 and onmarket purchase of 500,000 ordinary shares.

2 Peter Wall resigned from his position as Non-Executive Director of Ookami Limited on 16 February 2018.

3 Zak Ismail resigned from his position as Director of Akela Capital Pty Ltd on 9 April 2018.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED)

Performance Rights granted as remuneration

Performance Rights granted as remuneration	Performance Rights granted as remuneration	Performance Rights granted as remuneration
30 June 2018 Balance at start of the Year Exercised Lapsed No. Value1 No. Value No. Value Balance at End of Year $ $ $ No. Value *Group KMP* $ Faldi Ismail 9,000,000 151,800 9,000,000 151,800 - - - - Brendan de Kauwe 9,000,000 151,800 9,000,000 151,800 - - - - Peter Wall2 9,000,000 151,800 9,000,000 151,800 - - - - Chris Ntoumenopoulos2 9,000,000 151,800 9,000,000 151,800 - - - - Emilija Poposka Kardaleva - - - - - - - - Zak Ismail3 - - - - - - - - 36,000,000 607,200 36,000,000 607,200 - - - - 30 June 2017 Balance at start of the Year Exercised Lapsed No. Value1 No. Value No. Value Balance at End of Year $ $ $ No. Value *Group KMP* $ Faldi Ismail 9,000,000 151,800 - - - - 9,000,000 151,800 Brendan de Kauwe 9,000,000 151,800 - - - - 9,000,000 151,800 Peter Wall2 9,000,000 151,800 - - - - 9,000,000 151,800 Chris Ntoumenopoulos 9,000,000 151,800 - - - - 9,000,000 151,800 Zak Ismail3 - - - - - - - - 36,000,000 607,200 - - - - 36,000,000 607,200
	36,000,000	607,200 - - - - 36,000,000 607,200

1 The fair value of performance rights granted as remuneration and as shown in the above table has been determined in accordance with Australian Accounting Standards. The expense for these rights has been recognised in full for the current period given there is no applicable service period.

2 In recognition of the service Mr. Ntoumenopolos has provided to the Company, the Board resolved to proceed with the proposed issue of 9,000,000 Performance Rights even though he resigned as Director on 26 November 2015.

3 Zak Ismail resigned from his position as Director of Akela Capital Pty Ltd on 9 April 2018.

OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2018

DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED)

Description of Performance Rights issued as remuneration

	Grant Date	Performance Expiration dates	Performance Expiration dates	Number of Value per
		Right		rights issued Right at Grant
				Date ($)
	24 December 2015 24 December 2015 24 December 2015
		Class A	25 January 2019	12,000,000 0.0177
		Class B	25 January 2019	12,000,000 0.0170
		Class C	25 January 2019	12,000,000 0.0159
				36,000,000

Class			Milestone
Class A Performance Rights			Upon volume weighted average price (VWAP) for 10 consecutive trading days of shares equals or exceeds 3 cents
Class B Performance Rights			Upon volume weighted average price (VWAP) for 10 consecutive trading days of shares equals or exceeds 4 cents
Class C Performance Rights			Upon volume weighted average price (VWAP) for 10 consecutive trading days of shares equals or exceeds 5 cents

The Performance Rights will vest and become capable of exercise into ordinary shares in the Company upon the satisfaction of vesting conditions that are market based vesting conditions as disclosed above. The Class A Performance Rights vested on 29 March 2016, the remaining classes of performance rights vested when they were issued due to there being no service conditions. During the year all the performance rights have been exercised.

No Performance Rights were granted as remuneration for the year ended 30 June 2018.

6. Loans to KMP and their related parties

There were no loans made to Key Management Personnel during the financial year.

7. Other transactions and balance with KMP and their related parties

Purchases from and sales to related parties are made on terms equivalent to those that prevail in arm’s length transactions. The Group acquired the following services from entities that are controlled by members of the Group’s KMP:

Some Directors or former Directors of the Group hold or have held positions in other companies, where it is considered they control or significantly influence the financial or operating policies of those entities. During the year, the following entities provided corporate services and rental to the Group. Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2018

DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED)

7. Other transactions and balance with KMP and their related parties

Entity	Nature of	Key	Total Revenue/(Expense)	Total Revenue/(Expense)	Payable Balance	Payable Balance	Receivables Balance	Receivables Balance
	transactions	Management	2018	2017	2018	2017	2018	2017
		Personnel	$	$	$	$	$	$
Adamantium	Rental of office	Faldi Ismail
Holdings Pty			(16,500)	(19,500)	(1,500)	(1,500)	-	-
Ltd
Otsana	AFSL Expense/	Faldi Ismail
Pty Ltd	Capital raising		(44,821)	(15,571)	(18,000)	(3,450)	-	-
	fees
Otsana	Revenue	Faldi Ismail
Pty Ltd			60,300	94,796	-	-	-	-
Steinepreis	Legal fees	Peter Wall	(21,060)	(9,028)	-	-	-	-
Paganin

Rental of office space and registered office fees of $16,500 were paid to Adamantium Holdings Pty Ltd for the year ended 30 June 2018, refer to note 18 for additional details. Adamantium Holdings Pty Ltd is a company controlled by director Faldi Ismail.

As announced on 11 December 2017, Ookami entered into an agreement to acquire a strategic equity holding of 18.23% in blockchain company, BronTech Pty Ltd (“Brontech”), for $933,240. Ookami shareholders approved the acquisition on 30 January 2018. BronTech Pty Ltd is a company controlled by director Emilija Poposka Kardaleva.

IT Consultancy fees of $45,000 were paid to Zak Ismail for the year ended 30 June 2018, which has been included in the remuneration table in section 5 above. Zak Ismail resigned from Akela Capital on 9 April 2018. The Company amended the consultancy agreement with Zak Ismail on the 25 January 2018. The Company will continue its information technology service agreement until either one of the party terminate the agreement.

Nil loans for the year ended 30 June 2018 (2017: Nil).

There were no share based payments to KMP and their related parties for the year ended 30 June 2018 (2017: Nil).

During last financial year, on 21 April 2017, the Company’s wholly owned subsidiary Akela Capital Pty Ltd (Akela) entered into the Authorised Representative and Intellectual Property Agreement (Agreement) with Otsana Pty Ltd (Otsana), an entity controlled by director Faldi Ismail.

Under the Agreement, Otsana will allow the Authorised Representatives of Akela to provide Authorised Specified Services under the Financial Services Licence (AFSL) held by Otsana. The Agreement is for a period of 24 months and for the year ended 30 June 2018 a total fee of $44,821 was paid to Otsana (2017: $15,571).

During the year, the Group generated service revenue of $60,300 by providing fixed price service for Otsana (2017: $94,796), an entity controlled by director Faldi Ismail.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

DIRECTORS’ REPORT

REMUNERATION REPORT (END)

Signed in accordance with a resolution of the Board of Directors.

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Faldi Ismail

Non-Executive Chairman Dated 7 September 2018

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AUDITOR’S INDEPENDENCE DECLARATION TO THE DIRECTORS OF OOKAMI LIMITED

In relation to the independent audit for the year ended 30 June 2018, to the best of my knowledge and belief there have been:

(i) No contraventions of the auditor independence requirements of the Corporations Act 2001 ; and
(ii) No contraventions of APES 110 Code of Ethics for Professional Accountants .

This declaration is in respect of Ookami Limited and the entity it controlled during the year.

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PITCHER PARTNERS BA&A PTY LTD

PAUL MULLIGAN Executive Director Perth, 7 September 2018

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OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2018

Note Revenue 2 Other Income 2 Director fees Insurance expense Software expense 3 AFSL expense Professional fees 3 Share based payment expense 15 Share register expense Rent expense Travel expense Depreciation expense Amortisation expense 10 Other expenses Gain on foreign exchange Loss before income tax 3 Income tax expense 4 Loss for the year 3 Other comprehensive income: Other comprehensive loss for the year, net of tax Total comprehensive loss for the year Total comprehensive Loss and Loss attributable to: Members of the parent entity Basic loss per share (cents per share) 7 Diluted loss per share (cents per share) 7	2018 2017 $ $ 107,475 94,796 10,823 19,511 (73,000) (72,000) (19,375) (25,025) (259,375) (297,957) (28,000) (15,571) (232,979) (106,867) (405,160) - (37,405) (32,711) (16,500) (19,500) (75,998) (18,471) (254) - (65,000) - (52,355) (29,541) 14,679 -
	(1,132,424) (503,335)
	- -
	(1,132,424) (503,335)
	- -
	(1,132,424) (503,335)

	(1,132,424) (503,335)
	(0.41) (0.20) (0.41) (0.20)

The accompanying notes form part of these financial statements.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2018

Note CURRENT ASSETS Cash and cash equivalents 8 a Trade and other receivables 9 Other assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Financial assets 11 Intangible assets 10 Property, plant and equipment TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables 12 TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS SHAREHOLDERS’ EQUITY Issued capital 13 Reserves 14 Accumulated losses TOTAL SHAREHOLDERS’ EQUITY	2018 2017 $ $ 1,250,423 2,664,218 56,274 1,911 15,110 63
	1,321,807 2,666,192
	1,203,937 - 585,000 568,917 3,336 -
	1,792,273 568,917
	3,114,080 3,235,109
	90,233 77,660
	90,233 77,660
	90,233 77,660
	3,023,847 3,157,449
	27,142,569 25,537,263 814,314 1,420,798 (24,933,036) (23,800,612)
	3,023,847 3,157,449

The accompanying notes form part of these financial statements.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2018

Balance at 1 July 2017 Loss for the year Other comprehensive income Total comprehensive loss for the year Transactions with owners, recognised directly in equity Equity issued during the year Options issued during the year Options exercised during the year Conversion of performance rights Capital raising costs Balance at 30 June 2018 Balance at 1 July 2016 Loss for the year Other comprehensive income Total comprehensive loss for the year Transactions with owners, recognised directly in equity Equity issued during the year Balance at 30 June 2017	Issued Capital Reserves Accumulated Losses Total $ $ $ $ 25,537,263 1,420,798 (23,800,612) 3,157,449 - - (1,132,424) (1,134,424) - - - -
	- - (1,132,424) (1,134,424)
	854,000 - - 854,000 166,052 (50,444) - 115,608 - 51,160 - 51,160 607,200 (607,200) - - (21,946) - - (21,946)
	27,142,569 814,314 (24,933,036) 3,023,847
	25,537,263 1,420,798 (23,297,277) 3,660,784 - - (503,335) (503,335) - - - -
	- - (503,335) (503,335)
	- - - -
	25,537,263 1,420,798 (23,800,612) 3,157,449

The accompanying notes form part of these financial statements.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2018

Note CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees Payments for software platform Payments for website application Interest received Receipts from customers Net cash used in operating activities 8 b CASH FLOWS FROM INVESTING ACTIVITIES Payments for financial assets 11 Payment for property, plant and equipment Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares and options Capital raising costs Net cash provided by financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at the end of the financial year	2018 2017 $ $ (540,599) (316,582) (264,225) (278,020) (81,083) - 10,823 19,511 60,475 97,481
	(814,609) (447,610)
	(1,189,258) - (3,590)
	(1,192,848) -
	615,608 - (21,946) -
	593,662 -
	(1,413,795) (447,610) 2,664,218 3,141,828
	1,250,423 2,664,218

The accompanying notes form part of these financial statements.

OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements cover Ookami Limited (“the Company”) and its controlled entities as a consolidated entity (also referred to as “the Group”). Ookami Limited is a company limited by shares, incorporated and domiciled in Australia. The Group is a for-profit entity. The Group’s consolidated financial statements are presented in Australian dollars, which is also the Parent’s functional currency.

The financial statements were issued in accordance with a resolution by the Board of Directors on 7 September 2018 by the directors of the Company.

The following is a summary of the material accounting policies adopted by the consolidated entity in the preparation and presentation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.

Basis of preparation of the financial report

a) Statement of Compliance

These financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (“AASBs”) (including Australian interpretations) adopted by the Australian Accounting Standard Board (“AASB”) and the Corporations Act 2001.

The financial statements and notes of the Group comply with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial statements and notes comply with International Financial Reporting Standards.

b) Basis of Preparation

The accounting policies set out below have been consistently applied to all years presented.

Reporting Basis and Conventions

The financial statements have been prepared on an accruals basis and are based on historical costs. All amounts are presented in Australian dollars unless otherwise stated.

Going Concern

These financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activities and the realisation of assets and settlement of liabilities in the normal course of business. The Directors have assessed that the Group will meet its short term business objectives over the next 12 months.

The Statement of Comprehensive income shows that the Group incurred a net loss of $1,132,424 during the year ended 30 June 2018 (2017: loss of $503,335). The Statement of Financial Position shows that the Group had cash and cash equivalents of $1,250,423 as at 30 June 2018 (2017: 2,664,218).

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, nor to amounts or classification of liabilities that might be necessary should the Group not be able to continue as a going concern.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL FINANCIAL STATEMENTS 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

c) Principles of Consolidation

The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at 30 June 2018. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:

Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);
Exposure, or rights, to variable returns from its involvement with the investee, and
The ability to use its power over the investee to affect its returns.

When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

The contractual arrangement with the other vote holders of the investee,
Rights arising from other contractual arrangements,
The Group’s voting rights and potential voting rights.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the statement of comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income (“OCI”) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

A change in ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:

De-recognises the assets (including goodwill) and liabilities of the subsidiary
De-recognises the carrying amount of any non-controlling interests
De-recognises the cumulative translation differences recorded in equity
Recognises the fair value of the consideration received
Recognises the fair value of any investments retained
Recognises any surplus or deficit in profit and loss
Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities

OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

d) Business combination

Business combinations occur where an acquirer obtains control over one or more businesses.

A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is attained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities) assumed is recognised (subject to certain limited exemptions).

When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability is remeasured in each reporting period to fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date.

All transaction costs incurred in relation to business combinations are recognised as expenses in profit or loss when incurred.

The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.

e) Income Tax

Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well unused tax losses.

Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity.

Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

e) Income Tax

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

f) Leases

Leases are classified at their inception as either operating or finance leases based on economic substance of the agreement so as to reflect the risks and benefits incidental to ownership.

Operating Leases

The minimum lease payments made under operating leases are charged against profits in equal installments over the accounting periods covered by the lease term where the lessor effectively retains substantially all of the risks and benefits of ownership of the leased item.

The cost of improvements to or on leased property is capitalized, disclosed as leasehold improvements and amortised.

Finance leases

Leases which effectively transfer substantially all of the risks and rewards incidental to ownership of the leased item to the Company are capitalised at the present value of the minimum lease payments and disclosed as property, plant and equipment under lease. A lease liability of equal value is also recognised.

Capitalised lease assets are depreciated over the shorter of the estimated useful life of the assets and the lease term. Minimum lease payments are allocated between interest expense and reduction of the lease liability with the interest expense calculated using the interest rate implicit in the lease and recognised directly in net profit.

g) Financial Instruments

Initial recognition and measurement

Financial instruments, incorporating financial assets and financial liabilities, are recognised when the entity becomes a party to the contractual provisions of the instrument.

Financial instruments are initially measured at fair value plus transactions costs where the instrument is not classified as at fair value through profit or loss. Transaction costs related to instruments classified as at fair value through profit or loss are expensed to profit or loss immediately. Financial instruments are classified and measured as set out below.

Classification and subsequent measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the assets or liability, assuming the market participants acts in their economic best interests.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

g) Financial Instruments

(i) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost.

Loans and receivables are included in current assets, except for those which are not expected to mature within 12 months after the end of the reporting period. (All other loans and receivables are classified as non-current assets).

(ii) Financial liabilities

Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost. Gains or losses are recognised in profit and loss through the amortisation process and when the financial liability is derecognised.

(iii) Financial Assets

Financial assets are classified at “fair value through profit and loss” when they are held for trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying amount included profit or loss. The net gain or loss recognised in profit or loss includes any dividend or interest earned form the financial asset and is include in the face of the profit or loss and other comprehensive income.

Fair value measurement

The Group measures certain financial instruments such as unquoted equity investments at fair value at each balance date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

In the principal market for the asset or liability; or
In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

g) Financial Instruments

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period).

Derivative instruments

The Group does not trade or hold derivatives.

Financial guarantees

The Group has no material financial guarantees.

Impairment

At the end of each reporting period, the Group assesses whether there is objective evidence that a financial instrument has been impaired. An impairment exists if one or more events that has occurred since the initial recognition of the asset (an incurred ‘loss event’) has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtor or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation and observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

Derecognition

Financial assets are derecognised where the contractual rights to receipt of cash flow expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset.

Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expired. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

h) Impairment of non-financial assets

At the end of each reporting period, the Directors assess whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information, including dividends received from subsidiaries deemed to be out of pre-acquisition profits. If any such indication exists, an impairment test is carried out on the asset by comparing the asset’s recoverable amount, being the higher of its fair value less costs to sell and its value in use, to the asset’s carrying amount. Any excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash generating unit to which the asset belongs.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

i) Intangible assets

Internally developed software

Research costs are expensed as incurred. Development expenditures on an individual project are recognised as an intangible asset when the Group can demonstrate:

The technical feasibility of completing the intangible asset so that the asset will be available for use or sale
Its intention to complete and its ability to use or sell the asset
How the asset will generate future economic benefits
The availability of resources to complete the asset
The ability to measure reliably the expenditure during development
The ability to use the intangible asset generated

Costs that are directly attributable include employee costs incurred on software development.

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. It is amortised over the period of expected future benefits. During the year, intangible assets were considered to be available for use.

When an intangible asset is disposed of, the gain or loss on disposal is determined as the difference between the proceeds and the carrying amount of the asset, and is recognised in profit or loss within other income or other expenses.

j) Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits available on demand with banks with original maturity of three months or less.

k) Revenue

Revenue is measured at the fair value of the consideration received or receivable.

Rendering of services

The Group primarily generates service revenue from the following activities:

Platform listing fees, which are recognised when the customer signs the contract; and
Capital raising fees, which are recognised at the completion of the Company’s allocated capital raise.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

k) Revenue

In the majority of cases the services are provided under fixed price service contract. Revenue recognition relating to the provision of services is determined with reference to the stage of completion (Akela’s allocated capital raise) of the transaction at the end of the reporting period, where outcome of the contract can be estimated reliably. Stage of completion is determined with reference to the services performed to date as a percentage of total anticipated services to be performed. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent that related expenditure is recoverable.

Interest revenue

Interest revenue is brought to account on an accruals basis using the effective interest rate method and, if not received at the end of the reporting period, is reflected in the statement of financial position as a receivable.

l) Operating expenses

Operating expenses are recognised in profit or loss upon utilisation of the service or at the date of their origin.

m) Goods and Services Tax (GST)

Revenues, expenses, and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office (ATO).

Receivable and payables are stated inclusive of the amount of GST receivable or payable. The net amount of the GST recoverable from, or payable to, the ATO is included with other receivables and payables in the statement of financial position.

Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

n) Employee Benefits

Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to the end of the reporting period. Employee benefits that are expected to be settled wholly within 12 months have been measured at the amounts expected to be paid when the liability is settled. Employee benefits payable later than 12 months have been measured at the present value of the estimated future cash outflows to be made for those benefits. In determining the liability, consideration is given to employee wages increases and the probability that the employee may satisfy any vesting requirements. Those cash flows are discounted using market yields on corporate bonds with terms to maturity that match the expected timing of cash flows attributable to employee benefits.

Equity-settled compensation

The Group operates an employee share and option plan. Share-based payments to employees are measured at the fair value of the instruments issued and amortised over the vesting periods. The fair value of performance right options is determined using the satisfaction of certain performance criteria (Performance Milestones). The number of shares option and performance rights expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognised for services received as consideration for the equity instruments granted is based on the number of equity instruments that eventually vest. The fair value is determined using either a Black Scholes or Monte Carlo simulation model depending on the type of share-based payment.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

o) Provisions

Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period.

p) Equity and reserves

Share capital represents the fair value of shares that have been issued. Any transaction costs associated with the issuing of shares are deducted from share capital, net of any related income tax benefits. The option reserve records the value of share-based payments.

q) Segment Information

Identification of reportable segments

The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (the chief operating decision makers) in assessing performance and in determining the allocation of resources.

The operating segments were previously identified by management based on geographical location. In respect to the Group’s current operations, the financial information presented to the chief operating decision maker is consistent with that presented in the statement of profit or loss and other comprehensive income, statement of financial position and statement of cash flows.

The Group now only has one segment being, the development of software and the location of the segments assets is in Western Australia. Accordingly, all significant operating disclosures are based upon analysis of the

Group as one segment. The financial results from this segment are equivalent to the financial statements of the Group as a whole.

r) Earnings per share

Basic earnings per share is calculated by dividing:

the profit attributable to member of the parent entity, excluding any costs of servicing equity other than ordinary shares
by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year (if any).

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and
the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

s) Foreign currencies

The Group’s consolidated financial statements are presented in Australian dollars, which is also the parent company’s functional currency. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

s) Foreign currencies

Transactions and balances

Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.

Differences arising on settlement or translation of monetary items are recognised in profit or loss.

t) Critical Accounting estimates and judgements

The Directors evaluate estimates and judgements incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group.

Significant management judgement

The following are significant management judgements in applying the accounting policies of the Group that have the most significant effect on the financial statements.

Capitalisation of internally developed software

Distinguishing the research and development phase of a new customized software project and determining whether the recognition requirements for the capitalisation of development costs are met requires judgement. After capitalisation, management monitors whether the recognition requirements continue to be met and whether there are any indicators that capitalised costs may be impaired.

Key Estimates

Share-based payments

Share-based payments are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The fair value of options is determined using the Black-Scholes pricing model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognised for services received as consideration for the equity instruments granted is based on the number of equity instruments that eventually vest. The fair value of Performance Rights is determined using a Monte Carlo simulation model. The corresponding amount for options or performance rights is recorded to the option reserve. Details of share-based payments assumptions are detailed in Note 15.

Impairment

In assessing impairment, management estimates the recoverable amount of each asset or cash-generating unit based on expected future cash flows and uses an interest rate to discount them.

The intangible assets of $650,000 as disclosed in note 10 have been assessed for impairment by considering the fair value less cost to sell. The fair value less cost to sell has been determined by the group considering the initial purchase price of the in-process research and development during the prior year and the additional value that has been added to the platform subsequent to that date through further expenditure. All estimates have been based on information that is currently available. Given the stage of development of the platform, there is still uncertainty associated with future cash flows to be generated by the platform, and this may in turn result in further impact on future financial result.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

u) Rounding

The Company has applied the relief available to it in ASIC Legislative Instrument 2016/191 and accordingly, certain amounts included in the Directors’ report and in the financial report have been rounded off to the nearest $1 (where rounding is applicable), under the option available to the Company under ASIC Corporations.

NOTE 2: REVENUE AND OTHER INCOME Revenue from rendering of services Other income Interest received, non-related parties Total other income NOTE 3: LOSS FOR THE YEAR Loss before income tax from continuing operations includes the following specific expenses: Software expense - IT consultant fee - Software expense Professional Fees - Accounting and company secretarial fees - Audit fees - Legal and consulting fees - Facilitation fees – Cadmon Advisory	2018 2017 $ $ 107,475 94,796
	107,475 94,796
	10,823 19,511
	10,823 19,511
	2018 2017 $ $ (60,000) (60,000) (199,375) (237,957)
	(259,375) (297,957)
	(68,050) (65,500) (30,388) (32,485) (84,541) (8,882) (50,000) -
	(232,979) (106,867)

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL FINANCIAL STATEMENTS 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 4: INCOME TAX (a) Income tax expense Current tax Deferred tax (b) The prima facie tax payable on loss from ordinary activities before income tax is reconciled to the income tax expense as follows: - Income tax (benefit)/expense calculated at 27.5% (2017: 27.5%) Non-deductible items Non-deductable expenditure Change in tax rate Prior period adjustment Temporary differences not recognised Income tax attributable to operating income/(loss) (c) Deferred taxes Deferred tax asset balance comprises: Tax losses Accrued expenses Capital & business expenditure Unrecognised deferred tax asset Deferred tax liabilities balance comprises: Intangibles & PPE Unrecognised deferred tax liability (d) Deferred income tax (revenue)/expense included in income tax expense comprises: Decrease/(increase) in deferred tax asset (Decrease)/increase in deferred tax liability Under provision in prior years Offset against DTA/DTL not recognised (e) Deferred income tax related to items charged or credited directly to equity comprises: Decrease/(increase) in deferred tax assets	2018 2017 $ $ - - - -
	- -
	(311,417) (138,417) 113,570 5,079 - 103 106,688 (100,092) 91,159 233,327
	- -
	485,779 245,558 19,125 16,556 92,201 140,693
	597,105 402,807 (93,066) -
	(93,066) -
	(209,549) (232,379) 5,666 - 106,688 - 97,195 232,379
	- -
	6,035 -

OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 4: INCOME TAX (CONTINUED)

(Decrease)/increase in deferred tax liabilities Offset against DTA/DTL not recognised (f) Deferred tax assets not brought to account Temporary differences Operating tax losses Capital losses	2018 2017 - - (6,035) -
	- -
	14,223 157,249 477,336 245,558 8,443 -
	500,002 402,807

Carry forward losses

Potential future income tax benefits attributable to tax losses carried forward have not been brought to account at 30 June 2018, because the Directors do not believe it is appropriate to regard realisation of the future income tax benefits as probable.

NOTE 5: KEY MANAGEMENT PERSONNEL COMPENSATION

The totals of remuneration paid to Key Management Personnel during the year are as follows:

Short-term employee benefits Equity Settled Total KMP Compensation	2018 2017 $ $ 118,000 132,000 - - 118,000 132,000

Loans to Key Management Personnel

There were no loans made to Key Management Personnel during the financial year.

Other Key Management Personnel Transactions

Refer to note 18 for detailed notes on other transactions with Key Management Personnel.

NOTE 6: AUDITOR’S REMUNERATION

NOTE 6: AUDITOR’S REMUNERATION Remuneration of the auditor of the Group (Pitcher Partners BA&A Pty Ltd) for: - auditing or reviewing the financial reports Remuneration of the auditor of the Group (Ernst & Young) for: - auditing or reviewing the financial reports	2018 $ 2017 $ 29,000 - 29,000 - - 32,485 - 32,485

ABN 67 009 081 770

OOKAMI LIMITED

ANNUAL FINANCIAL STATEMENTS 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 7: (LOSS)/EARNINGS PER SHARE

E 7: (LOSS)/EARNINGS PER SHARE s)/Earnings per share (EPS) (a) (Loss)/Profit used in calculation of basic EPS and diluted EPS (b) Weighted average number of ordinary shares outstanding during the year used in calculation of basic earnings/(loss) per share Weighted average number of dilutive options outstanding* Weighted average number of ordinary shares outstanding during the year used in calculating dilutive EPS	2018 $ 2017 $ (1,132,424) (503,335)
	272,875,988 252,592,289 - -
	272,875,988 252,592,289

E 7: (LOSS)/EARNINGS PER SHARE
s)/Earnings per share (EPS)
(a) (Loss)/Profit used in calculation of basic EPS and diluted EPS
(b) Weighted average number of ordinary shares outstanding
during the year used in calculation of basic earnings/(loss) per
share
Weighted average number of dilutive options outstanding*
Weighted average number of ordinary shares outstanding
during the year used in calculating dilutive EPS

2018
$
2017
$
(1,132,424)
(503,335)

272,875,988
252,592,289
-
-

272,875,988
252,592,289

(Loss)/Earnings per share (EPS)

The Group does not report diluted earnings per share with options on annual losses as it is antidilutive in nature. As at 30 June 2018 the company had 65,479,730 options which is considered to be anti-dilutive.

NOTE 8a: CASH AND CASH EQUIVALENTS Cash at bank Term deposit Funds held in trust Total cash and cash equivalents in the statement of cash flows	2018 $ 2017 $ 1,229,823 2,643,618 20,000 20,000 600 600
	1,250,423 2,664,218

The effective interest rate on short-term bank deposit was 2.4% (30 June 2017: 2.1%). The deposit has no fixed maturity dates.

NOTE 8b: CASH FLOW INFORMATION

Loss after income tax Non-cash flows in loss after income tax Share based payment expense Movement in foreign exchange Amortisation and depreciation expense Changes in assets and liabilities (Increase)/Decrease in receivables (Increase)/Decrease in current assets (Increase)/Decrease in other assets Increase/(Decrease) in payables Cash flows used in operating activities	(1,132,424) (503,335) 405,160 - (14,679) - 65,254 - (54,363) 4,608 (81,083) - (15,047) 6,812 12,573 14,305
	(814,609) (477,610)

Credit Standby Facilities

The Group has no credit standby facilities.

Non-Cash Investing and Financing Activities

Refer to note 15 for details of the non-cash investing and financing activities during the year.

ABN 67 009 081 770

OOKAMI LIMITED

ANNUAL FINANCIAL STATEMENTS 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 9: TRADE AND OTHER RECEIVABLES CURRENT Other receivables	2018 $ 2017 $ 56,274 1,911
	56,274 1,911

All amounts are short-term. The net carrying value of other receivables is considered a reasonable approximation of fair value.

NOTE 10: INTANGIBLE ASSETS NON-CURRENT Balance at the beginning of the year Additions Amortisation expense Balance at the end of the year	2018 $ 2017 $ 568,917 568,917 81,083 - (65,000) -
	585,000 568,917

Intangible assets relate to the development of the Akela Platform. The Group has assessed the intangible assets for impairment as at 30 June 2018. The intangible asset has been amortised over five years, commencing on 1 January 2018, being the date that management assessed the Akela Platform to be available for use.

The Directors do not consider there have been any indicators of impairment of the acquired intangible asset during the year up until the date of this report.

NOTE 11: FINANCIAL ASSETS NON-CURRENT Investment in Brontech Pty Ltd Investment in National Currency eXchange Group	2018 $ 2017 $ 933,240 - 270,697 -
	1,203,937 -

During the year the Company entered into an agreement to acquire a strategic equity holding of 18.23% in awardwinning blockchain company Brontech Pty Ltd, for $933,240. The agreement was subject to shareholder approval which was obtained on the 30 January 2018. Brontech is a Sydney based company that is pioneering a blockchain backed platform for data exchange and identity management. The Company is also building complementary proprietary applications to extract data from various sources and pack them into anonymised data product that are sold to corporations and SMEs as insight and research tools.

The completion of the 18.23% strategic equity position in blockchain company Brontech Pty Ltd was gained through the subscription for 28,000 fully paid ordinary shares at $33.33 per share for a total of $933,240 in cash consideration. Cadmon Ventures Pty Ltd was paid an advisors fee of $50,000 in cash consideration and $50,000 through the issue of 1,315,789 ordinary shares in the Company (Note 15).

During the year the Company entered into a strategic collaboration and development agreement with digital asset exchange National Currency eXchange (NCX). In order to strengthen the strategic relationship between the parties and to further align their interest, the Company has subscribed for 33,333 fully paid ordinary shares at USD $6.00 per share for a total of USD $200,000.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL FINANCIAL STATEMENTS 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 12: TRADE AND OTHER PAYABLES CURRENT Trade payables and other payables	2018 $ 2017 $ 90,233 77,660
	90,233 77,660

All amounts are short-term. The carrying values of trade payables and other payables are considered to approximate fair value.

NOTE 13: ISSUED CAPITAL (a) Share Capital 311,739,459 (30 June 2017: 252,592,289) fully paid ordinary shares	2018 $ 2017 $
	27,142,569 25,537,263

(b) Movements in fully paid Ordinary Capital

(b) Movements in fully paid Ordinary Capital
Date Balance at beginning of the reporting period 1 July 2017 Issued Capital – Consideration for services to Cadmon Ventures Pty Ltd 5 February 2018 Issued Capital – Option exercise 16 February 2018 Issued Capital – Conversion of performance rights 16 February 2018 Issued Capital – Placement to investors 19 March 2018 Issued Capital – Consideration for Collaboration agreement National Currency eXchange Group 19 March 2018 Issued Capital – Consideration for services to Dyamond Developments Pty Ltd 19 March 2018 Capital raising costs Balance at end of the reporting period 30 June 2018	Number $
	252,592,289 25,537,263 1,315,789 50,000 4,520,270 166,052 36,000,000 607,200 11,111,111 500,000 5,000,000 250,000 1,200,000 54,000 (21,946)
	311,739,459 27,142,569

Ordinary shareholders are entitled to participate in dividends and the proceeds on winding up of the company in proportion to the number of and amounts paid on the shares held. Every ordinary shareholder present at a meeting in person or by proxy is entitled to one vote on a show of hands or by poll. Shares have no par value.

Capital Management

Due to the nature of the Group’s activities, the Group does not have ready access to credit facilities, with the primary source of funding being equity raisings. Therefore, the focus of the Group’s capital risk management is the current working capital position against the requirements of the Group to meet due diligence programs and corporate overheads. The Group’s strategy is to ensure appropriate liquidity is maintained to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as required. Any surplus funds are invested with major financial institutions.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL FINANCIAL STATEMENTS 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 14: RESERVE Option reserve Movements Balance at the beginning of the year Exercise of 2,000,000 options expire 4 September 2019 Exercise of 2,520,270 options expire 22 January 2019 Conversion of Performance rights Issue of 2,500,000 options - consideration for services – Dyamond Development Pty Ltd Balance at the end of the year	2018 2017 $ $ 814,314 1,420,798
	814,314 1,420,798
	1,420,798 1,420,798 (15,317) - (35,127) - (607,200) - 51,160 -
	814,314 1,420,798

NOTE 15: SHARE BASED PAYMENTS

The following share-based payment arrangements existed at 30 June 2018:

i. On 3 September 2015, 25,000,000 Promoter share options were granted to various Promoters including related parties for consideration of $0.00001 to acquire 1 share in the Company exercisable at $0.02 on or before 3 September 2019. The options were valued under Black and Scholes and a fair value adjustment was posted as a share based payment for the difference to the consideration received. The options vest immediately and the share based payment expense recognised in the profit and loss was $348,693. The options hold no dividend or voting rights and are transferrable. Additionally, there were also 25,000,000 shares issued to the promoters for consideration of $0.00001. Given it was considered that these shares had a fair value of $0.02 there was a share based payment expense recognised of $499,750.
ii. On 3 September 2015, 5,000,000 shares were granted to the creditor’s trust under the terms of the deed of company arrangement. These shares were valued at $0.02 each which was considered to be the fair value of these shares.
iii. On 24 December 2015, 12,000,000 Class A Performance Right (“Rights”) were approved by shareholders at a General Meeting. The offer of the Rights was made to Directors on the 24 December 2015, the Directors accepted the offer on the 24 December 2015. The grant date was determined to be the date of approval by shareholders. The Rights become eligible to convert to ordinary shares when the attaching milestone is met. Class A Performance Right milestone requires the volume weighted average price (VWAP) for 10 consecutive trading days of shares equalling or exceeding 3 cents. The Rights vested on 29 March 2016 and are capable of exercise, at election of the right holder. The rights were valued under Monte Carlo simulation model and a fair value adjustment was posted as a share based payment. The share based payment recognised in the profit and loss was $212,400. The Rights hold no dividend or voting rights and are transferrable and will lapse 3 years from settlement date, 22 January 2019. The performance rights have been exercised during the year.
iv. On 24 December 2015, 12,000,000 Class B Performance Right (“Rights”) were approved by shareholders at a General Meeting. The offer of the Rights was made to Directors on the 24 December 2015, the directors accepted the offer on the 24 December 2015. The grant date was determined to be the date of approval by shareholders. The Rights become eligible to convert to ordinary shares when the attaching milestone is met. Class B Performance Right milestone requires the volume weighted average price (VWAP) for 10 consecutive trading days of shares equalling or exceeding 4 cents. The Rights were valued under Monte Carlo simulation model and a fair value adjustment was posted as a share based payment. The Rights share based payment recognised in the profit and loss was $204,000. The Rights hold no dividend or voting rights and are transferrable and will lapse 3 years from settlement date, 22 January 2019. The performance rights have been exercised during the year.

OOKAMI LIMITED

ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 15: SHARE BASED PAYMENTS (CONTINUED)

v. On 24 December 2015, 12,000,000 Class C Performance Right (“Rights”) were approved by shareholders at a General Meeting. The offer of the Rights was made to directors on the 24 December 2015, the directors accepted the offer on the 24 December 2015. The grant date was determined to be the date of approval by shareholders. The Rights convert to ordinary shares when the attaching milestone is met. Class C Performance Right milestone requires the volume weighted average price (VWAP) for 10 consecutive trading days of shares equalling or exceeding 5 cents. The Rights were valued under Monte Carlo simulation model and a fair value adjustment was posted as a share based payment. The Rights vest immediately as they are market driven the share based payment recognised in the profit and loss was $190,800. The Rights hold no dividend or voting rights and are transferrable and will lapse 3 years from settlement date, 22 January 2019. The performance rights have been exercised during the year.
vi. On 24 December 2015, 25,000,000 share options were approved by shareholders at a General Meeting, to be issued to various Brokers at the discretion of the Board. The grant date was determined to be the date of approval by shareholders. The share options are exercisable at $0.03 on or before 22 January 2019. The options were valued under Black and Scholes and a fair value adjustment was posted as a capital raising cost. The options vest immediately and the share based payment recognised for brokerage expense was $273,443. The options hold no dividend or voting rights and are transferrable.
vii. As consideration for the acquisition of Akela Capital Pty Ltd on 25 January 2016, the Company agreed and issued:
17,500,000 fully paid ordinary shares in OOK at a deemed issue price of $0.02 each (Initial Consideration Shares).
17,500,000 options exercisable at $0.03 each, expiring three years from date of issue.
viii. As consideration for fee agreement between Cadmon Ventures Pty Ltd and the Company in lieu of services rendered in relation to Brontech acquisition, the Company issued 1,315,789 fully paid ordinary shares in OOK at a deemed issued price of $0.038.
ix. As consideration for strategic collaboration and development agreement with National Currency eXchange Group (NCX) on 12 February 2018, the Company agreed and issued 5,000,000 fully paid ordinary shares in OOK. These shares were issued on 19 March 2018 and valued at $0.05 each, which was considered to be the fair value of these shares
x. On 9 March 2018 the Company approved a letter of engagement for investor relation services with Dyamond Developments Pty Ltd. As pursuant to the contractor agreement, on 19 March 2018 the Company issued:
1,200,000 fully paid ordinary shares in OOK. These shares were valued at $0.045, which was considered to be the fair value of these shares.
2,500,000 unlisted option exercisable at $0.02 each on or before 3 September 2019.

These instruments vested immediately. The instruments hold no voting or dividend rights. The performance rights and options are unlisted. In respect of all of the above shares and options issued for services provided it was determined that no fair value of the services was able to be determined, as such the fair value of the instruments was used as the fair value recorded.

OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 15: SHARE BASED PAYMENTS (CONTINUED)

A summary of the inputs used in the valuation of the options and performance rights is as follows:

Options	3/9/2015	24/12/2015	25/1/2016	19/3/2018
Exercise price	$0.02	$0.03	$0.03	$0.02
Share price at date of issue	$0.02	$0.02	$0.02	$0.035
Grant date	3/9/2015	24/12/2015	25/1/2016	9/11/2017
Expected volatility (i)	100.46%	100.46%	100.46%	100.46%
Expiry date	4/9/2019	22/1/2019	22/1/2019	3/9/2019
Expected dividends	Nil	Nil	Nil	Nil
Risk free interest rate	1.8%	1.95%	1.95%	1.80%
Value per option	$0.0139	$0.0109	$0.0109	$0.0225
Number of options	25,000,000	25,000,000	17,500,000	2,500,000
Total value of options	$348,693	$273,443	$191,462	$51,160
Performance rights	Class A	Class B	Class C
Share price at date of issue	$0.02	$0.02	$0.02
Grant date	24/12/2015	24/12/2015	24/12/2015
Expected volatility (i)	100.46%	100.46%	100.46%
Expiry date	22/1/2019	22/1/2019	22/1/2019
Expected dividends	Nil	Nil	Nil
Risk free interest rate	2.06%	2.06%	2.06%
Value per option	$0.0177	$0.0170	$0.0159
Number of options	12,000,000	12,000,000	12,000,000
Total value of options	$212,400	$204,000	$190,800

(i) Volatility was determined by looking at similar companies for the equivalent life of the option.

NOTE 16: OPERATING SEGMENTS

Segment Information

Identification of reportable segments

The financial information presented to the chief operating decision maker is consistent with that presented in the consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position and consolidated statement of cash flows.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL FINANCIAL STATEMENTS 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 17: FINANCIAL INSTRUMENTS

Financial Risk Management Policies

The Group’s financial instruments consist mainly of deposits with banks and accounts payable. The main purpose of non-derivative financial instruments is to raise finance for Group’s operations. The Group does not speculate in the trading of derivative instruments.

Specific Financial Risk Exposures and Management

The main risk the Group is exposed to through its financial instruments are market risk (including fair value and interest rate risk) and cash flow interest rate risk, credit risk, liquidity risk and foreign currency risk. The Group has determined that its exposure to commodity price risk would not have a material impact on its operating results.

(a) Market risk

As required the boards assesses currency and interest rate exposure and to evaluate treasury management strategies in the context of the most recent economic conditions and forecast. There is currently no material exposure to currency risk.

Interest rate risk

From time to time the Group has significant interest bearing assets, but they are as a result of the timing of equity raising and capital expenditure rather than a reliance on interest income. The interest rate risk arises on the rise and fall of interest rates. The Group’s income and operating cash flows are not expected to be materially exposed to changes in market interest rates in the future and the exposure to interest rates is limited to the cash and cash equivalents balances. The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, is below:

2018

Fixed interest rate maturing in:

018	Fixed interest rate maturing in:
Financial Assets Cash and cash equivalents Other receivables Total financial assets Financial Liabilities Trade and other Payables Total financial liabilities Net financial assets	Floating interest rate 1 year or less Non-interest Bearing Total Weighted average effective interest rate
	$ $ $ $ 1,230,423 20,000 - 1,250,423 0.55% - - 56,274 56,274 - 1,230,423 20,000 56,274 1,306,697 - - (20,302) (20,302) - (20,302) (20,302) 1,230,423 20,000 35,972 1,286,395,

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 17: FINANCIAL INSTRUMENTS (CONTINUED)

2017 Financial Assets Cash and cash equivalents Other receivables Total financial assets Financial Liabilities Trade and other Payables Total financial liabilities Net financial assets	Fixed interest rate maturing in:
	Floating interest rate 1 year or less Non-interest Bearing Total Weighted average effective interest rate
	$ $ $ $ 2,644,218 20,000 - 2,664,218 0.67% - - 1,911 1,911 - 2,644,218 20,000 1,911 2,666,129 - - 74,210 74,210 - - - 74,210 74,210 2,644,218 20,000 (72,382) 2,591,836

Sensitivity Analysis

The following table illustrates sensitivities to the Group’s exposures to changes in interest rates. The table indicates the impact on how profit and equity values reported at reporting date would have been affected by changes in the relevant risk variable that management considers to be reasonably possible. These sensitivities assume that the movement in a particular variable is independent of other variables.

	Movement in Profit	Movement in Equity
Year ended 30 June 2018	$	$
+/-1% in interest rates	19,573	19,573
Year ended 30 June 2017
+/-1% in interest rates	29,030	29,030

(b) Credit risk

Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that could lead to a financial loss to the Group. The Group does not have any material credit risk exposure to any single receivable or company of receivables under financial instruments entered into by the Group.

Credit risk exposures

The maximum exposure to credit risk is limited to the carrying amount, net of any provisions for impairment of those assets, as disclosed in the Statement of Financial Position and notes to the financial statements.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 17: FINANCIAL INSTRUMENTS (CONTINUED)

Credit risk related to balances with banks and other financial institutions is managed by the Group in accordance with approved Board policy. Such policy requires that surplus funds are only invested with counterparties with a Standard and Poor’s rating of at least AA-. The following table provides information regarding the credit risk relating to cash and money market securities based on Standard and Poor’s counterparty credit ratings.

	Note	2018	2017
		$	$
Cash and cash equivalents - AA Rated	8a	1,250,423	2,664,218

(c) Liquidity risk

Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group manages liquidity risk by maintaining adequate reserves by continuously monitoring forecast and actual cash flows.

The Group has no access to credit standby facilities or arrangements for further funding or borrowings in place. The financial liabilities of the Group are confined to trade and other payables as disclosed in the Statement of Financial Position. All trade and other payables are non-interest bearing and due within 12 months of the reporting date.

The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the end of the reporting period to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

2018 Interest rate Financial liabilities at amortised cost Trade and other payables 2017 Interest rate Financial liabilities at amortised cost Trade and other payables	Less than 6 months 6-12 months 1-2 years 2-5 years Over 5 years Total contractual cash flows $ $ $ $ $ $	Carrying amount assets/ (liabilities) $
	(20,302) - - - - (20,302)	(20,302)
	(20,302) - - - - (20,302)	(20,302)
	Less than 6 months 6-12 months 1-2 years 2-5 years Over 5 years Total contractual cash flows $ $ $ $ $ $	Carrying amount assets/ (liabilities) $
	(74,210) - - - - (74,210)	(74,210)
	(74,210) - - - - (74,210)	(74,210)

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 17: FINANCIAL INSTRUMENTS (CONTINUED)

(d) Foreign currency risk

The Group has United States Dollar denominated investments as a result of it’s holding in National Currency eXchange Group Limited (NCX). The exposure of this investment is demonstrated within the following table showing the impact of reasonably possible changes in foreign exchange rates, with all other variables constant, on the Group’s statement of profit or loss and other comprehensive income.

Judgements of reasonably possible movements between the US Dollar and Australian Dollar Increase 10% Decrease 10%	*Consolidated* Effect on Post Tax Loss ($) Increase/(decrease) Effect on Equity excluding profit and loss ($) Increase/(decrease) 2018 2017 2018 2017
	23,265 - - (28,435) - -

A sensitivity of 10% movement has been used as this is considered reasonable and is derived from a review of historical movements and management’s judgement of future trends.

(e) Other price risk

Other price risk relates to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices largely due to demand and supply factors (other than those arising from interest rate risk or foreign currency risk) for investments.

The Group is exposed to security price risk on investments held for trading over the medium to longer terms. Such risk is managed through diversification of investment across industries and geographical locations.

(f) Net fair Value of financial assets and liabilities Measurement of fair value financial instruments

The Group’s financial investments in unquoted equity shares, in Brontech Pty Ltd and National Currency eXchange Group Limited, are not traded in an active market. These investment has been fair valued using unobservable inputs for which market data is not available and that are developed using the best information available about the assumptions that market participants would use when pricing the asset.

2018 Date of valuation Assets measured at fair value – unquoted equity shares Investment in Brontech Pty Ltd 30 June 2018 Investment in National Currency eXchange Group 30 June 2018	Total Quoted prices in active markets (Level 1) Significant observable inputs (Level 2) Significant unobservable inputs (Level 3) $ $ $ $
	933,240 - - 933,240 270,697 - - 270,697

Due to the short term nature of the receivables and payables the carrying value approximates fair value.

(g) Financial arrangements

The Company has no other financial arrangements in place.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 18: RELATED PARTY TRANSACTIONS

Entity	Nature of	Key	Total Revenue/(Expense)	Total Revenue/(Expense)	Payable Balance	Payable Balance	Receivables Balance	Receivables Balance
	transactions	Management	2018	2017	2018	2017	2018	2017
		Personnel	$	$	$	$	$	$
Adamantium	Rental of office	Faldi Ismail
Holdings Pty			(16,500)	(19,500)	(1,500)	(1,500)	-	-
Ltd
Otsana	AFSL Expense/	Faldi Ismail
Pty Ltd	Capital raising		(44,821)	(15,571)	(18,000)	(3,450)	-	-
	fees
Otsana	Revenue	Faldi Ismail
			60,300	94,796	-	-	-	-
Pty Ltd
Steinepreis Paganin	Legal fees	Peter Wall	(21,060)	(9,028)	-	-	-	-

Nil loans for the year ended 30 June 2018 (2017: Nil).

There were no share based payments made to related parties for the year ended 30 June 2018 (2017: Nil).

During the year, the Group generated service revenue of $60,300 by providing fixed price service for Otsana (2017: $94,796), an entity controlled by director Faldi Ismail.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 19: PARENT ENTITY DISCLOSURES

The following information has been extracted from the books and records of the legal parent and has been prepared in accordance with Australian Accounting Standards and the accounting policies as outlined in note 1.

STATEMENT OF FINANCIAL POSITION ASSETS Current Assets Non-Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Non-Current Liabilities TOTAL LIABILITIES EQUITY Issued Capital Share based payment reserve Accumulated losses Equity attributable to the members of Ookami Limited STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INOME (Loss)/profit for the year Total comprehensive (loss)/income	2018 $ 2017 $ 1,274,495 2,547,086 1,791,905 662,433
	3,066,400 3,209,519
	42,553 52,070 - -
	42,553 52,070
	26,838,569 25,537,263 1,118,314 1,420,798 (24,933,036) (23,800,612)
	3,023,847 3,157,449
	(1,132,424) (570,347) (1,132,424) (570,347)

As at 30 June 2018, the Company does not have any guarantees and contingent liabilities. Refer to Note 21 for the Company’s contractual commitments.

NOTE 20: CONTROLLED ENTITIES

The subsidiaries listed below have share capital consisting solely of ordinary shares held directly by the Group. The proportion of ownership interests held equals the voting rights held by the Group. Each subsidiary’s principal place of business is also its country of incorporation. The principal activity of the Akela Capital Pty Ltd is development of the platform which provides a total managed solution to the distribution of public and private offerings. The subsidiary management accounts used in the preparation of these consolidate financial statements have also been prepared as at the same reporting date as the Group’s financial statements.

Controlled entity	Country of	Class of Shares	Percentage	Owned
	Incorporation		2018	2017
Akela Capital Pty Ltd	Australia	Ordinary	100%	100%

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 21: COMMITMENTS

Commitments

The Company signed a twelve month lease agreement with Adamantium Holdings Pty Ltd (a related entity). The lease expired on 1 November 2016 and thereafter the Company is not bound to any rental commitment except 3 months’ cancellation notification. Commitments of $4,500 remain at the end of the reporting period (2017: 4,500).

The Company signed a 24 month consultancy agreement with Zak Ismail to provide information technology services which expired on 31 January 2018. The Company amended the consultancy agreement with Zak Ismail on the 25 January 2018. The Company continued its information technology service agreement with Zak Ismail until either one of the party terminate the agreement. The Company is not bound to service commitment except 1 month termination notice. Commitments of $5,000 remain at the end of the reporting period (2017: $35,000).

The Company’s subsidiary Akela Capital Pty Ltd signed a 24 month agreement with Otsana Pty Ltd (a related entity). Otsana will provide Akela with the authority to provide Authorised Specified Services granted to the Authorised representative (Akela) of the AFSL License held by Otsana. The agreement expires on 21 April 2019. Commitments of $14,550 remain at the end of the reporting period (2017: $32,550).

On the 18 June 2018, the Company signed a mandate to appoint Otsana Pty Ltd (a related entity) to act as a corporate advisor effective from 1 July 2018 for a period of 12 months. Commitment of $60,000 remain at the end of the reporting period (2017: Nil)

The Company signed 6 month consultancy agreement with Finind Pty Ltd. This agreement expires in August 2018. Commitment of $4,000 remain at the end of the reporting period (2017: Nil).

NOTE 22: CONTINGENT LIABILITIES

The Directors are not aware of any commitments or guarantees at the end of the reporting period.

NOTE 23: EVENTS SUBSEQUENT TO REPORTING DATE

a) 1,000,000 Performance Rights will vest if the Company’s 10 day VWAP Share price meets or exceeds $0.06 at any time in the 18 months after the date of issue of the Performance Rights; and
b) 1,000,000 Performance Rights will vest if the Company’s 10 day VWAP Share price meets or exceeds $0.08 at any time in the 18 months after the date of issue of the Performance Rights.

No other matters or circumstances have arisen since the end of the reporting period which significantly affected or may significantly affect the operation of the Company, the result of those operations, or the state of affairs of the Company in the future financial years.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 24: NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIOD

Australian accounting standards and Interpretations that have recently been issued or amended but are not yet effective and have not been adopted by the Group for the year ended 30 June 2018. Relevant Standards and Interpretations are outlined in the table below.

New/revised pronouncement	Explanation of amendments	Application Date of Standard	Application Date of Group
AASB 9 Financial Instruments	AASB 9 replaces AASB 139 Financial Instruments: Recognition and Measurement. Except for certain trade receivables, an entity initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Debt instruments are subsequently measured at fair value through profit or loss (FVTPL), amortised cost, or fair value through other comprehensive income (FVOCI), on the basis of their contractual cash flows and the business model under which the debt instruments are held. There is a fair value option (FVO) that allows financial assets on initial recognition to be designated as FVTPL if that eliminates or significantly reduces an accounting mismatch. Equity instruments are generally measured at FVTPL. However, entities have an irrevocable option on an instrument-by-instrument basis to present changes in the fair value of non-trading instruments in other comprehensive income (OCI) without subsequent reclassification to profit or loss. For financial liabilities designated as FVTPL using the FVO, the amount of change in the fair value of such financial liabilities that is attributable to changes in credit risk must be presented in OCI. The remainder of the change in fair value is presented in profit or loss, unless presentation in OCI of the fair value change in respect of the liability’s credit risk would create or enlarge an accounting mismatch in profit or loss.	1 January 2018	1 July 2018

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 24: NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIOD

		All other AASB 139 classification and measurement requirements for financial liabilities have been carried forward into AASB9, including the embedded derivative separation rules and the criteria for using the FVO. The incurred credit loss model in AASB 139 has been replaced with an expected credit loss model in AASB 9. The requirements for hedge accounting have been amended to more closely align hedge accounting with risk management, establish a more principle-based approach to hedge accounting and address inconsistencies in the hedge accounting model in AASB 139. Impact on Ookami Limited The Company have assessed that there is no expected material impact of the above standard.
AASB 15 Revenue from Contracts with Customers		AASB 15 replaces all existing revenue requirements in Australian Accounting Standards (AASB 111 Construction Contracts, AASB 118 Revenue, AASB Interpretation 13 Customer Loyalty Programmes, AASB Interpretation 15 Agreements for the Construction of Real Estate, AASB Interpretation 18 Transfers of Assets from Customers and AASB Interpretation 131 Revenue –Barter Transactions Involving Advertising Services) and applies to all revenue arising from contracts with customers, unless the contracts are in the scope of other standards, such as AASB117 (or AASB 16 Leases, once applied). The core principle of AASB 15 is that an entity recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. An entity recognises revenue in accordance with the core principle by applying the following steps:	1 January 2018	1 July 2018

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 24: NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIOD

		►Step 1: Identify the contract(s) with a customer ►Step 2: Identify the performance obligations in the contract ►Step 3: Determine the transaction price ►Step 4: Allocate the transaction price to the performance obligations in the contract ►Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation Impact on Ookami Limited The Company has considered the changes to the ASAB 15 Standard and has determined that the impact would not be significant to the current level of revenue generated by the Company. Management will continue to assess the impact of the change on any new contracts in future periods.
AASB 16 Leases		AASB16 requires lessees to account for all leases under a single on balance sheet model in a similar way to finance leases under AASB 117 Leases. The standard includes two recognition exemptions for lessees – leases of ’low-value’ assets (e.g., personal computers) and short-term leases (i.e., leases with a lease term of 12 months or less). At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use asset). Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense on the right-of-use asset. Lessees will be required to remeasure the lease liability upon the occurrence of certain events (e.g., a change in the lease term, a change in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee will generally recognise the amount of the re-measurement of the lease liability as an adjustment to the right-of-use asset.	1 January 2019	1 July 2019

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

NOTE 24: NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIOD

		Lessor accounting is substantially unchanged from today’s accounting under AASB117. Lessors will continue to classify all leases using the same classification principle as in AASB 117 and distinguish between two types of leases: operating and finance leases. Impact on Ookami Limited The Company have assessed that there is no expected material impact of the above standard.
AASB 2016-5 Amendments to Australian Accounting Standards – Classification and Measurement of Share-based payment transactions		This Standard amends AASB 2 Share-based Payment, clarifying how to account for certain types of share-based payment transactions. The amendments provide requirements on the accounting for: ►The effects of vesting and non-vesting conditions on the measurement of cash- settled share-based payments ►Share-based payment transactions with a net settlement feature for withholding tax obligations ►A modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled.	1 January 2018	1 July 2018

The Group has decided not to early adopt any of the new and amended pronouncements. The impact of the above standards is yet to be determined unless noted otherwise above.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

DIRECTORS’ DECLARATION

In the opinion of the Directors of Ookami Limited:

The financial statements and notes thereto are in accordance with the Corporations Act 2001, including:
(a) Giving a true and fair view of the Company’s financial position as at 30 June 2018 and of its performance for the financial year ended on that date; and
(b) Complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001
There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2018.

This declaration is made in accordance with a resolution of the Board of Directors and is signed for an on behalf of the Directors by:

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Faldi Ismail Non-Executive Chairman Dated 7 September 2018

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OOKAMI LIMITED ABN 67 009 081 770

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF OOKAMI LIMITED

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Ookami Limited “the Company” and its controlled entity “the Group”, which comprises the consolidated statement of financial position as at 30 June 2018, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration.

In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001 , including:

(a) giving a true and fair view of the Group’s financial position as at 30 June 2018 and of its financial performance for the year then ended; and
(b) complying with Australian Accounting Standards and the Corporations Regulations 2001 .

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants “the Code” that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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OOKAMI LIMITED ABN 67 009 081 770

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF OOKAMI LIMITED

Key Audit Matter How our audit addressed the key audit matter

Carrying Value of Intangible Assets

Refer to Note 1(i), 1(t) & 10

At 30 June 2018, the consolidated Our procedures included, amongst others: statement of financial position of the Group includes intangible assets of $585,000.

Obtaining an understanding of the relevant controls associated with the preparation of the valuation model used to assess the recoverable value of the CGU.

The evaluation of the recoverable amount of the cash generating unit (‘CGU’) requires significant judgement in determining the key assumptions and estimates, including but not limited to:

Assessing management’s determination of the CGU based on our understanding of the nature of the Group’s business and the economic environment.

growth rate assumptions; and
discount factors

supporting the expected future cash flows of the business and the utilisation of the relevant assets.

Critically reviewing and challenging significant judgements by management in respect of the key assumptions and estimates used to determine the recoverable value of the CGU.

Critically reviewing and challenging management’s assessment of impairment indicators and assessment of useful life of the CGU.

Considering the adequacy of the disclosures included within the financial report.

OOKAMI LIMITED ABN 67 009 081 770

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF OOKAMI LIMITED

Share Based Payments

Refer to Note 1(n), 1(t) & 15

At 30 June 2018, share based payments of $405,160 represent a significant portion of the Group’s expenditure.

Share based payments must be recorded at fair value of the service provided, or in the absence of such, at the fair value of the underlying equity instrument granted. In calculating the fair value there are a number of judgements management must make including but not limited to:

estimating expected future share price volatility;
expected dividend yield; and
risk-free rate of interest.

Our procedures included, amongst others:

Obtaining an understanding of the relevant controls associated with the preparation of the valuation model used to assess the fair value of share based payments, including those relating to volatility of the underlying security and the appropriateness of the model used for valuation.

Critically evaluating and challenging the methodology and assumptions of management in their preparation of valuation model, agreeing inputs to internal and external sources of information.

Assessing the Group’s accounting policy as set out within Note 1(n) for compliance with the requirements of AASB 2 Share-based Payment .

OOKAMI LIMITED ABN 67 009 081 770

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF OOKAMI LIMITED

Revenue Recognition

Refer to Note 1(k) & 2

For the year ended 30 June 2018, the Group has revenue of $107,475 from contracts to provide services which involve high value transactions and are recognised as the services are delivered.

The determination of revenue recognition requires management judgements in determining the stage of completion with reference to the services performed to date as a percentage of total anticipated services to be performed.

Our procedures included, amongst others:

Obtaining an understanding of the relevant controls associated with the treatment of revenue, including those relating to revenues from capital raising and platform listing fees.

Considering the appropriateness of the Group’s revenue recognition accounting policies and assessing compliance with the policies and applicable accounting standards.

Testing a sample of transactions by sighting evidence of signed contracts and related invoices and comparing the revenue amount recognised to the accounting policies.

Other Information

The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2018, but does not include the financial report and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

OOKAMI LIMITED ABN 67 009 081 770

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF OOKAMI LIMITED

Responsibilities of the Directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

OOKAMI LIMITED ABN 67 009 081 770

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF OOKAMI LIMITED

Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

OOKAMI LIMITED ABN 67 009 081 770

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF OOKAMI LIMITED

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2018. In our opinion, the Remuneration Report of Ookami Limited, for the year ended 30 June 2018, complies with section 300A of the Corporations Act 2001 .

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

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PITCHER PARTNERS BA&A PTY LTD

PAUL MULLIGAN Executive Director Perth, 7 September 2018

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

ADDITIONAL SHAREHOLDER INFORMATION

The following information is current as at 24 August 2018.

Ordinary Share Capital

311,739,459 shares are held by 2,340 individual holders.

Voting Rights

The voting rights attaching to ordinary shares are that on a show of hands every member present in person or by proxy shall have one vote and upon a poll each share shall have one vote. Options and Performance Rights do not carry any voting rights.

Restricted Securities

The Company has no restricted securities.

Distribution of Holders of Equity Securities

1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over	Fully Paid Ordinary Shares Holders Total Units %
	604 187,645 0.06% 235 683,396 0.22% 250 2,080,206 0.67% 851 35,709,719 11.46% 400 273,078,493 87.60%
Totals	2,340 311,739,459 100.00%
1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over	Unlisted Options exercisable at $0.03 each on or before 22 January 2019 Holders Total Units %
	0 0 0.00 0 0 0.00 0 0 0.00 0 0 0.00 151 39,979,730 100.00%
Totals	15 39,979,730 100.00%

Buzz Capital Pty Ltd holds 11,488,235 options comprising of 28.74% of this class.

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

ADDITIONAL SHAREHOLDER INFORMATION

Unlisted Options exercisable at $0.02 each on or before 3 September 2019

1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over	Holders Total Units %
	0 0 0.00 0 0 0.00 0 0 0.00 0 0 0.00 91 25,500,000 100.00%
Totals	9 25,500,000 100.00%

Mr Bachrun Bustillo holds 8,000,000 options comprising of 31.37% of this class and Romfal Sifat Pty Ltd holds 6,250,000 options comprising of 24.51% of this class.

Unmarketable Parcels

Holdings of less than a marketable parcel of ordinary shares: Holders: 1,364 Units: 7,436,932

On-market Buy Back

There is no current on-market buy-back.

Substantial Shareholders

There are no substantial holders as at 24 August 2018.

Corporate Governance Statement

The Company’s Corporate Governance Statement for the 2018 financial year can be accessed at: http://ookami.com.au/s/CorporateGovernanceStatement.pdf

OOKAMI LIMITED ABN 67 009 081 770

ANNUAL REPORT 30 JUNE 2018

ADDITIONAL SHAREHOLDER INFORMATION

Twenty Largest Holders of Quoted Shares

1	ROMFAL SIFAT PTY LTD	11,500,000	3.69%
2	BUZZ CAPITAL PTY LTD	10,738,235	3.44%
3	ATTOLLO INVESTMENTS PTY LTD	9,000,000	2.89%
4	HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED	8,028,751	2.58%
5	AH SUPER PTY LTD	7,165,000	2.30%
6	FREEMAN ROAD PTY LTD	7,000,000	2.25%
6	PHEAKES PTY LTD	7,000,000	2.25%
7	SOBOL CAPITAL PTY LTD	5,210,000	1.67%
8	NATIONAL CURRENCY EXCHANGE GROUP LIMITED	5,000,000	1.60%
8	MR BACHRUN BUSTILLO	5,000,000	1.60%
9	GARDMAC PTY LTD	4,856,051	1.56%
10	BENEFICO PTY LTD	4,500,000	1.44%
11	MISS GABRIELLE FLORENCE FISHER	4,000,000	1.28%
12	MR ALFREDO VARELA	3,900,000	1.25%
13	MR GARY JIARUI ZHOU	3,500,000	1.12%
14	MEDEK INVESTMENTS PTY LTD	3,341,111	1.07%
15	RIMOYNE PTY LTD	3,255,556	1.04%
16	MR ADAM WADE VEALE	3,088,235	0.99%
17	MR PENG GUO	3,031,836	0.97%
18	OTIS DEVELOPMENTS PTY LTD	3,000,000	0.96%
19	MR HAIFENG LIU	2,956,974	0.95%
20	NAIL BITER PTY LTD	2,604,446	0.84%
	Total	117,676,195	37.75%

AI assistant

FIRST LITHIUM LIMITED — Annual Report 2018

64921_rns_2018-09-06_06a9d778-6091-4f4e-be40-746943bb7175.pdf

CONTENTS

CORPORATE DIRECTORY

Directors

Company Secretary

Registered office

Auditor

Bankers

Share Registry

Securities Exchange Listing

DIRECTORS’ REPORT

1. DIRECTORS

2. COMPANY SECRETARY

Shannon Coates

3. PRINCIPAL ACTIVITIES

4. DIVIDENDS PAID OR RECOMMENDED

5. REVIEW OF OPERATIONS

5.1 Operation Review

DIRECTORS’ REPORT

5. REVIEW OF OPERATIONS

ANNUAL REPORT 30 JUNE 2018

DIRECTORS’ REPORT

5. REVIEW OF OPERATIONS

5.1 Operation Review

5.2 Financial Review

6. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

7. EVENT SUBSEQUENT TO REPORTING DATE

DIRECTORS’ REPORT

7. EVENT SUBSEQUENT TO REPORTING DATE

8. FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES

9. INFORMATION ON DIRECTORS

DIRECTORS’ REPORT

9. INFORMATION ON DIRECTORS (CONTINUED)

DIRECTORS’ REPORT

9. INFORMATION ON DIRECTORS (CONTINUED)

9. MEETINGS OF DIRECTORS

10. INDEMNIFYING OFFICERS AND AUDITOR

Indemnification

DIRECTORS’ REPORT

10. INDEMNIFYING OFFICERS AND AUDITOR

Insurance Premium

11. OPTIONS

Unissued shares under option

Performance Rights

DIRECTORS’ REPORT

12. ENVIRONMENTAL REGULATIONS

13. NON-AUDIT SERVICES

14. PROCEEDINGS ON BEHALF OF COMPANY

15. AUDITOR’S INDEPENDENCE DECLARATION

16. ROUNDING OF AMOUNTS

DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED)

1. Introduction

DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED)

2. Remuneration governance

3. Executive remuneration arrangements

4. Non-Executive Director fee arrangements

Non-Executive Director Appointment – Faldi Ismail

DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED)

4. Non-Executive Director fee arrangements

Non-Executive Director Appointment – Brendan de Kauwe

Non-Executive Director Appointment – Emilija Poposka Kardaleva

Performance Conditions Linked to Remuneration

DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED)

Details of Remuneration

Options awarded, vested and lapsed during the year

DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED)

KMP Options holdings

KMP performance rights holdings

ANNUAL REPORT 30 JUNE 2018

DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED)

KMP performance rights holdings (Continued)

KMP Shareholdings

FIRST LITHIUM LIMITED Annual Report 2018