FIRST LITHIUM LIMITED - Annual Report 2019

Appendix 4E

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1. Details of reporting period

. Details of reporting period
Name of entity	Ookami Limited
ABN	67 009 081 770
ReportingYear	Year ended 30 June 2019
Previous CorrespondingYear	Year ended 30 June 2018

2. Results for announcement to the market

Key information	12 months ended 30 June 2018 $	12 months ended 30 June 2017 $	Increase/ (decrease) %	Amount change $
Revenues from ordinaryactivities	46,613	107,475	(57%)	(60,863)
Loss from ordinary activities after tax attributable to members	(824,468)	(1,132,424)	(27%)	307,955
Net Loss for the period attributable to members	(824,468)	(1,132,424)	(27%)	307,955
Net tangible asset/(deficiency) per share	0.006	0.004	-	-

3. Consolidated statement of profit or loss and other comprehensive income

Refer to attached consolidated financial statements.

4. Consolidated statement of financial position

Refer to attached consolidated financial statements.

5. Consolidated statement of cash flows

Refer to attached consolidated financial statements.

6. Consolidated statement of changes in equity

Refer to attached consolidated financial statements.

7. Dividends/Distributions

No dividends declared in current or prior year.

8. Details of dividend reinvestment plans

N/A

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9. Details of entities over which control has been gained or lost during the period

N/A

10. Details of associate and joint venture entities

N/A

11. Any other significant information needed by an investor to make an informed assessment of the Company’s financial performance and financial position

Refer to attached consolidated financial statements.

12. Foreign entities

N/A

13. Commentary on results for period and explanatory information

Financial Review

Ookami Limited and its controlled entities (the Group) incurred a loss for the year of $824,468 (2018: $1,132,424 loss). At 30 June 2019, the Group had a cash balance of $855,581 (2018: 1,250,423) and net assets of $2,534,561 (2018: $3,023,847)

The Group’s cash flow forecast reflects that is has sufficient working capital to fund its mandatory obligations for a period of at least 12 months from the date of this report. The Directors are satisfied that the Group will be able to, if required, secure additional working capital via one or a combination of, placement of shares, options, conversions, rights issues or sale of certain assets. Accordingly, Directors consider it appropriate to prepare financial statements on a going concern basis.

On April 2019, Ookami was suspended for the quotation under Listing Rule 17.2 at the request of the Company and remain in voluntary suspension at the date of this report.

14. Audit

This report is based on accounts which have been audited and the audit report is included in the attached consolidated financial statements.

Non-Executive Chairman Faldi Ismail

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28 August 2019

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ANNUAL REPORT 30 JUNE 2019

Contents

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Corporate Directory	2
Directors’ Report	3
Remuneration Report	8
Auditor’s Independence Declaration	15
Financial Report	16
Directors’ Declaration	43
Independent Auditor’s Report	44
Corporate Governance Statement	49
Additional Shareholder Information	57

1 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Corporate Directory

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Directors

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

Company Secretary

Stephen Buckley

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

2 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Directors’ Report

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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 2019.

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

2. COMPANY SECRETARY

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

Stephen Buckley (appointed 7 November 2018)

3. PRINCIPAL ACTIVITIES

Ookami Limited (“Ookami”) is positioned to grow into one of Australia’s largest blockchain venture companies. Ookami is achieving this through a portfolio of synergistic companies that disrupt data and advertising markets, investment platforms, software as a service (SaaS) and cryptocurrency applications.

Ookami is developing an ecosystem of advanced technology solutions encompassing ‘smart contracts’ and blockchain technologies, secure identity management and verification (‘Know Your Client’)(KYC) and anti-money laundering (AML) applications, date markets, advertising analytics, investment platforms, cryptocurrency solutions and security and encryption applications.

Ookami 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 Group also continued to evaluate complimentary business acquisitions as part of the Group’s growth strategy.

4. DIVIDENDS PAID OR RECOMMENDED

There were no dividends paid, or recommended, during the financial year ended 30 June 2019.

5. REVIEW OF OPERATIONS

5.1 Operation Review

During the financial year ended 30 June 2019, the Group continued to develop an ecosystem of advanced Fintech and SaaS technology solution encompassing ‘smart contracts’ and blockchain technologies, KYC and AML application payment solutions, e-commerce applications, data markets, advertising analytics, digital asset wallets and exchange platforms, cryptocurrency solutions and security and encryption applications.

On 4 September 2018, the Company announced the issue of 2,000,000 Performance Rights to 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 (“Class D”); 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 (“Class E”).

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.

3 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Directors’ Report

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5. REVIEW OF OPERATIONS (CONTINUED)

5.1 Operation Review

On 21 September 2018, the Company entered into a Controlled Placement Agreement (CPA) with Acuity Capital. The CPA provides the Company with up to $2 million of standby equity capital for a 28 month period. The Company retains full control of all aspects of the placement process, including having sole discretion as to whether or not to utilise the CPA, the quantum of issued shares, the minimum issue price of shares and the timing of each placement tranche (if any). As collateral for the CPA, the Company has issued 16,000,000 shares at nil consideration to Acuity Capital, but may, at any time cancel the CPA and buy back the Collateral Shares for no consideration (subject to shareholder approval).

Further to the CPA with Acuity Capital, on 28 February 2019, the Company has issued 13,000,000 shares at $0.0231 per share to raise $300,000 (inclusive of costs) for working capital and costs associated with the due diligence and evaluation on potential synergistic acquisitions.

With the integration of the bronID identity solution, which is now fully implemented, the identity of Akela customers will be verified with the bronID background check Application Program Interface for KYC/AML/CTF (Counter-Terrorism Financing) purposes. The usage of the bronID for identity verification will also overcome the compatibility issues in regard to identity verification requirements for compliance purposes between the difference participants in the ecosystem. This is expected to strengthen the relationship between all the stakeholders with both Ookami’s ecosystem and Brontech technology partners and make networks more attractive for new participants.

During the financial year, Akela Platform secured allocation in the capital raising for ASX listed companies including QEM Limited (ASX:QEM), Identitii Limited (ASX:ID8) and) Dotz Nano Limited (ASX:DTZ). With the completion of this software integration, the Board, with their extensive networks have been actively evaluating new capital raising offerings suitable for the Akela Platform.

On 5 April 2019, Ookami was suspended from the quotation under Listing Rule 17.2 at the request of the Company and remains in voluntary suspension at the date of this report.

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 $824,468 (2018: $1,132,424 loss). The net assets of the Group have decreased from $3,023,847 at 30 June 2018 to $2,534,561 at 30 June 2019.

As at 30 June 2019, the Group's cash and cash equivalents balance decreased by $394,842 to a balance at 30 June 2019 of $855,581 and had working capital of $819,098 (2018: $1,231,574).

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. EVENTS SUBSEQUENT TO REPORTING DATE

No 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’s future developments, prospects and business strategies are to continue to evaluate complimentary business acquisitions as part of Group’s growth strategy.

4 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Directors’ Report

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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 Options 16,500,000 Ordinary Shares at the date of this report 6,250,000 Options exercisable by payment of $0.02 each on or before 3/9/2019 Directorships held in other Asiamet Resources Limited (current) listed entities (last 3 years) Vysarn Limited (formerly MHM Metals Limited) (current) 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)

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 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. Mr 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 Options 10,250,000 Ordinary Shares at the date of this report Directorships held in other G Medical Innovations Holdings Limited (current) listed entities (last 3 years) Race Oncology Limited (ceased 4 April 2018) e-Sense Lab Limited (ceased 9 February 2018) Calidus Resources Limited (ceased 13 June 2017)

5 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Directors’ Report

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9. INFORMATION ON DIRECTORS (CONTINUED)

Ms. Emilija Poposka Kardaleva Director (Non-Executive)

Qualifications Master’s degree in computer science Master’s 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 organisations including the United Nations Development Program (UNDP), United States Agency for International Development (USAID) and the European Commission (EC). Interest in Shares and Options 2,000,000 Performance Rights (unvested and un-exercisable) at the date of this report Directorships held in other Nil listed entities (last 3 years)

10. MEETING OF DIRECTORS

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

11. 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.

The Company has not entered into any agreement with its current auditors indemnifying them against any claims by third parties arising from their provision of audit services.

Insurance Premium

During the financial 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.

12. 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
3 September 2015 3 September 2019 $0.02 9 November 2017 3 September 2019 $0.02 8 August 2018 3 September 2020 $0.03	23,000,000 2,500,000 2,000,000
	27,500,000

6 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Directors’ Report

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12. OPTIONS

Unissued shares under option (continued)

There is no vesting condition for the 23,000,000 options granted on 3 September 2015 and 2,500,000 options granted on 9 November 2017. Vesting conditions of the 2,000,000 options granted on 8 August 2018 can be found in section 5.1 above.

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.

2,000,000 options were issued and 39,979,730 options expired during the year.

Performance Rights

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

Grant Date Performance Right Expiration Date	Number of 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 equal or exceeds 6 cents Class E Performance Rights Upon volume weighted average price (VWAP) for 10 consecutive trading days of shares equal or exceeds 8 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 in section 5.1 above.

13. ENVIRONMENTAL REGULATIONS

The Group is subject to the environmental regulations under legislation of the Commonwealth of Australia. The Group 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.

14. NON-AUDIT SERVICES

During the prior year, Pitcher Partners BA&A Pty Ltd consented to, and was appointed, as the Group’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 Group are important. Non-audit services were provided by related entities to the Group’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 .

Amount paid/payable to Pitcher Partners BA&A Pty Ltd or related entities for non-audit services Pitcher Partners (WA) Pty Ltd - Taxation Total auditor’s remuneration for non-audit services	30 June 2019 $ 30 June 2018 $ 5,500 7,098
	5,500 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 Group 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 Group, acting as an advocate for the Group or jointly sharing risks and rewards.

7 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Directors’ Report

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15. PROCEEDINGS ON BEHALF OF THE 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.

16. AUDITOR’S INDEPENDENCE DECLARATION

The auditor’s independence declaration under section 307C of the Corporations Act 2001 (Cth) for the year ended 30 June 2019 has been received and can be found on page 15 of the Annual Report.

17. ROUNDING OF AMOUNTS

The Group has applied the relief available to it in ASIC Legislative Instrument 2016/191 and accordingly amounts included in this report and in the financial report have been rounded off to the nearest $1.

REMUNERATION REPORT (AUDITED)

This remuneration report for the year ended 30 June 2019 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 relation 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) for the year ended 30 June 2019 are set out in the following tables:

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

There were no cash bonuses paid during the year and there are no set performance criteria for achieving cash bonuses. There were no changes to the Key Management Personnel after the reporting date and before the date the financial report was authorised to be issued.

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. Mr Zak Ismail who was a director of Akela Capital Pty Ltd and part of the KMP during last financial year appointed Mr Faldi Ismail and Mr Brendan de Kauwe to be directors 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.

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.

8 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Directors’ Report

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REMUNERATION REPORT (AUDITED)

3. Executive remuneration arrangements

Given the current size and level of activities of the Company, the Company currently has no executives. Non-executive directors are acting in a managerial capacity but are not considered to be executives of the Group.

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.

The Group’s financial performance during the 2019 year and for the four previous financial years is set out in the table below. These financial results shown below were all prepared in accordance with Australian Accounting Standards (“AASBs”). The Group previously known as Advanced Engine Component Limited (ASX:AEC), the share price at 30 June 2015 is the last share price quoted on ASX before it was suspended from quotation on 4 April 2011.

	2019	2018	2017	2016(i)	2015(i)
Net profit / (loss) after tax	(824,468)	(1,132,424)	(503,335)	9,393,508	(154,952)
Earnings / (Loss) per share (cents)	(0.25)	(0.41)	(0.20)	7.51	(3.04)
Share price at 30 June (cents)	0.022	0.020	0.015	0.024	0.76

(i) The Company’ shares were suspended from trading on ASX from April 2011 – February 2016.

4. Non-executive Director fee arrangements

The Group policy is to remunerate Non-Executive Directors at a level to comparable Companies for time, commitment, and responsibilities. Directors’ fees cover all main Board activities and membership of any committee. The Group has no established retirement or redundancy schemes in relation to Non-Executive Directors.

The Non-Executive Directors can be provided with performance rights that are meant to incentivise the Non-Executive Directors. 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 $4,000 per month for his services as Non-Executive Director and Chairman from 1 July 2018 (an increase of $2,000 from initial agreement of $2,000 monthly) and will be reimbursed for all reasonable expenses incurred in performing his duties.

The agreement has no set term and may terminated with immediate effect by either Mr Ismail or the Company. There are no termination benefits payable under the agreement.

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 Non-Executive Director of the Company.

9 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Directors’ Report

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REMUNERATION REPORT (AUDITED)

4. Non-executive Director fee arrangements (Continued)

Mr de Kauwe will be paid a fee of $4,000 per month for his services as Non-Executive Director from 1 July 2018 (an increase of $2,000 from initial agreement of $2,000 monthly) and will be reimbursed for all reasonable expenses incurred in performing his duties.

The agreement has no set term and may terminated with immediate effect by either Mr de Kauwe or the Company. There are no termination benefits payable under the agreement.

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 NonExecutive Director of the Company.

Ms Poposka Kardaleva will be paid a fee of $4,000 per month for her services as Non-Executive Director from 1 July 2018 (an increase of $2,000 from initial agreement of $2,000 monthly) and will be reimbursed for all reasonable expenses incurred in performing her duties.

The agreement has no set term and may terminated with immediate effect by either Ms Poposka Kardaleva or the Company. There are no termination benefits payable under the agreement.

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 $144,000 (2018: $73,000) 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. 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 2019 was $0.018 (2018: $0.018) and its loss after tax was $824,468 (2018: loss of $1,132,424).

Performance Rights may be issued under the Plan at the discretion of the Board, subject to Shareholder approval. Unvested performance rights will lapse upon termination (a relevant person ceases to be an “Eligible Participant”) unless the Board exercises its discretion to vest the Performance Rights or in its absolute discretion, resolves the unvested Performance Rights to remain unvested.

Voting and comments made at the Company’s 2018 Annual General Meeting (‘AGM’)

Ookami Limited received 99% of “yes” votes on its remuneration report for 2018 financial year. The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.

5. Details of Remuneration

The Key Management Personnel of Ookami Limited includes the Directors of the Company. Other than as set out below, there are no other Key Management Personnel as at 30 June 2019.

	Short Term	Post			Share-		Performance
30 June 2019	Salary &	Employment	Other		based	Total	based
	Fees	Superannuation			payments		remuneration
	$	$	$		$	$	%
Non-Executive Directors
Faldi Ismail	48,000	-		-	-	48,000	-
Brendan de Kauwe	48,000	-		-	-	48,000	-
Emilija Poposka Kardaleva	48,000	-		-	13,597	61,597	22%
Total	144,000	-		-	13,597	157,597	22%

10 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Directors’ Report

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REMUNERATION REPORT (AUDITED)

5. Details of Remuneration (Continued)

	Short Term	Post			Share-		Performance
30 June 2018	Salary &	Employment	Other		based	Total	based
	Fees	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	-

6. 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.

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 2019	Balance at the start of the year Granted during the year Exercised during the year Other changes during the year3 Balance at the end of the year Vested and exercisable4 Vested and un- exercisable
Faldi Ismail Brendan de Kauwe Emilija Poposka Kardaleva Total	10,614,865 - - (4,364,865) 6,250,000 6,250,000 - - - - - - - - - - - - - - -
	10,614,865 - - (4,364,865) 6,250,000 6,250,000 -

30 June 2018	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
Faldi Ismail Brendan de Kauwe Emilija Poposka Kardaleva5 Zak Ismail2 Total	10,614,865 - - - 10,614,865 10,614,865 - - - - - - - - - - - - - - - 16,547,059 - - (16,547,059) - - - 27,161,624 - - (16,547,059) 10,614,865 10,614,865 -

No shares were issued during the year on exercise of options (2018: Nil).

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 4,364,865 Unlisted Options expired on 22 January 2019.

4 No options held by directors at 30 June 2019 and 30 June 2018 are director remuneration options.

5 Appointed 30 January 2018

11 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Directors’ Report

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REMUNERATION REPORT (AUDITED)

6. Additional disclosures relating to equity (continued)

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 2019	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 Unvested and un- exercisable
Faldi Ismail Brendan de Kauwe Emilija Poposka Kardaleva Total	- - - - - - - - - - - - - - - 2,000,000 - - 2,000,000 - 2,000,000
	- 2,000,000 - - 2,000,000 - 2,000,000

30 June 2018	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
Faldi Ismail Brendan de Kauwe Emilija Poposka Kardaleva Peter Wall1 Total	9,000,000 - (9,000,000) - - - - 9,000,000 - (9,000,000) - - - - - - - - - - 9,000,000 - (9,000,000) - - -
	27,000,000 - (27,000,000) - - - -

No shares were issued to KMP during the year on exercise of performance rights (2018: 27,000,000).

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 2019	Balance at the start of the year Granted during the year Issued on exercise of options during the year Other changes during the year Balance at the end of the year
Faldi Ismail Brendan de Kauwe Emilija Poposka Kardaleva Total	16,500,000 - - - 16,500,000 10,250,000 - - - 10,250,000 - - - - -
	26,750,000 - - - 26,750,000

30 June 2018	Balance at the start of the year Granted during the year Issued on exercise of options during the year Other changes during the year Balance at the end of the year
Faldi Ismail Brendan de Kauwe Emilija Poposka Kardaleva Peter Wall1 Zak Ismail2 Total	7,000,000 - - 9,500,000 16,500,000 1,250,000 - - 9,000,000 10,250,000 - - - - - 4,750,000 - - (4,750,000) - 15,047,059 - - (15,047,059) -
	28,047,059 - - (1,297,059) 26,750,000

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.

12 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Directors’ Report

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REMUNERATION REPORT (AUDITED)

6. Additional disclosures relating to equity (continued)

Performance Rights granted as remuneration

30 June 2019	Balance at start of the year Granted during the year Exercised Lapsed Balance end of the year	Balance at start of the year Granted during the year Exercised Lapsed Balance end of the year
	No.	Value No. Value1 No. Value No. Value No. Value
		$ $ $ $ $
*Group KMP* Faldi Ismail Brendan de Kauwe Emilija Poposka Kardaleva Total 30 June 2018 *Group KMP* Faldi Ismail Brendan de Kauwe Peter Wall Chris Ntoumenopoulos3 Emilija Poposka Kardaleva Zak Ismail4 Total		- - - - - - - - - - - - - - - - - - - - - - 2,000,000 23,940 - - - - 2,000,000 23,940
		- - 2,000,000 23,940 - - - - 2,000,000 23,940
		Balance at start of the year Exercised Lapsed Balance end of the year No. Value2 No. Value No. Value No. Value $ $ $ $ 9,000,000 151,800 (9,000,000) (151,800) - - - - 9,000,000 151,800 (9,000,000) (151,800) - - - - 9,000,000 151,800 (9,000,000) (151,800) - - - - 9,000,000 151,800 (9,000,000) (151,800) - - - - - - - - - - - - - - - - - - - - 36,000,000 607,200 (36,000,000) (607,200) - - - -

Description of Performance Rights issued as remuneration

2,000,000 Performance Rights were granted as remuneration for the year ended 30 June 2019 (2018: Nil).

Grant Date Performance Right Expiration dates	Number of rights issued Value per right at Grant Date $	Total Value $
8 August 2018 Class D 4 March 2020 8 August 2018 Class E 4 March 2020	1,000,000 0.01321 1,000,000 0.01073 2,000,000	13,210 10,730
		23,940

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

1 The fair value of performance rights granted as remuneration and shown in the above table has been determined in accordance with Australian Accounting Standards. The expenses for the rights have been recognised over the vesting period (refer to Note 15 for further details).

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

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

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

13 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Directors’ Report

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REMUNERATION REPORT (AUDITED)

7. Loans to KMP and their related parties

There were no loans made to Key Management Personnel during the financial year and no outstanding balances as at the date of this report.

8. 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.

Entity	Nature of transaction	Key Management Personnel	Total Revenue/(Expense) 2019 2018	Total Revenue/(Expense) 2019 2018	Payable 2019	Balance 2018
			$	$	$	$
Adamantium Holdings	Rental of office	Faldi Ismail	(19,500)	(16,500)	-	(1,500)
Pty Ltd
Otsana Capital Pty Ltd	AFSL Expense/	Faldi Ismail /	(20,521)	(44,821)	(8,648)	(18,000)
	Capital raising fees	Brendan de Kauwe
Otsana Capital Pty Ltd	Revenue	Faldi Ismail /	-	60,300	-	-
		Brendan de Kauwe
Otsana Capital Pty Ltd	Corporate Advisory	Faldi Ismail /	(60,000)	-	-	-
		Brendan de Kauwe
Steinepreis Paganin	Legal fees	Peter Wall	-	(21,060)	-	-

Rental of office space and registered office fees of $19,500 were paid to Adamantium Holdings Pty Ltd for the year ended 30 June 2019. Adamantium Holdings Pty Ltd is a company controlled by director Faldi Ismail.

The Company’s wholly owned subsidiary Akela Capital Pty Ltd (“Akela”) has an Authorised Representative and Intellectual Property Agreement (Agreement) with Otsana Capital Pty Ltd (“Otsana), an entity controlled by director Faldi Ismail and Brendan de Kauwe. Under the Agreement, Otsana will allow the Authorised Representative of Akela to provide Authorised Specified Services under the Financial Services Licence (AFSL) held by Otsana. For year ended 30 June 2019 a total fee of $20,521 was paid to Otsana.

During previous financial year, the Group generated service revenue of $60,300 by providing fixed price service for Otsana, an entity controlled by director Faldi Ismail and Brendan de Kauwe.

At the end of last financial year, the Company signed a mandate to appoint Otsana Capital Pty Ltd to act as a corporate advisor effective from 1 July 2018 for a period of 12 months. A total fee of $60,000 was paid to Otsana in relation to corporate advisory for the year ended 30 June 2019.

Legal fees of $21,060 were paid to Steinepreis Paganin for the financial year ended 30 June 2018. Peter Wall is a partner at Steinepreis Paganin and a former director of Ookami Limited.

REMUNERATION REPORT (END)

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

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_______

Faldi Ismail Non-Executive Chairman Dated 28 August 2019

14 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

AUDITOR’S INDEPENDENCE DECLARATION TO THE DIRECTORS OF OOKAMI LIMITED

In relation to the independent audit for the year ended 30 June 2019, 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, 28 August 2019

Consolidated Statement of Profit or Loss and Other Comprehensive Income

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For the year ended 30 June 2019

Note Revenue 2 Other Income 2 Director fees Insurance expense Software expense 3 AFSL expense Professional fees 3 Share based payment expense 15 Share registry expense Rent expense Travel expense Depreciation expense Amortisation expense 10 Impairment expense 10 Other expenses Gain on foreign exchange Loss before income tax 3 Income tax expense 4 Loss for the year after income tax 3 Other comprehensive income: Other comprehensive loss for the year, net of tax Total comprehensive loss for the year Basic loss per share (cents per share) 7 Diluted loss per share (cents per share) 7	30 June 2019 $ 30 June 2018 $ 46,613 107,475 3,874 10,823 (144,000) (73,000) (34,645) (19,375) (134,375) (259,375) (27,984) (28,000) (236,444) (232,979) (38,557) (405,160) (43,721) (37,405) (18,000) (16,500) (14,428) (75,998) (718) (254) (135,914) (65,000) (4,616) - (41,553) (52,355) - 14,679
	(824,468) (1,132,424) - -
	(824,468) (1,132,424)
	- -
	(824,468) (1,132,424)
	(0.25) (0.41) (0.25) (0.41)

The accompanying notes form part of these financial statements.

16 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Statement of Financial Position

As at 30 June 2019

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Note CURRENT ASSETS Cash and cash equivalents 8a Trade and other receivables 9 Other assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Financial assets at fair value through OCI 11 Intangible assets 10 Property, plant and equipment TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABLILITIES Trade and other payables 12 TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS SHAREHOLDERS’ EQUITY Issued capital 13 Reserves 14 Accumulated losses TOTAL SHAREHOLDERS’ EQUITY	30 June 2019 $ 30 June 2018 $ 855,581 1,250,423 21,254 56,274 16,747 15,110
	893,582 1,321,807
	1,203,937 1,203,937 508,908 585,000 2,618 3,336
	1,715,463 1,792,273

	2,609,045 3,114,080
	74,484 90,233
	74,484 90,233

	74,484 90,233

	2,534,561 3,023,847
	27,439,194 27,142,569 410,514 814,314 (25,315,147) (24,933,036)
	2,534,561 3,023,847

The accompanying notes form part of these financial statements.

17 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Statement of Changes in Equity

For the year ended 30 June 2019

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Balance at 1 July 2018 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 and performance rights issued during the year Options expired during the year Capital raising costs Balance at 30 June 2019 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	Issued Capital Reserves Accumulated Losses Total $ $ $ $ 27,142,569 814,314 (24,933,036) 3,023,847 - - (824,468) (824,468) - - - -
	- - (824,468) (824,468)
	300,000 - - 300,000 - 38,557 - 38,557 - (442,357) 442,357 - (3,375) - - (3,375)
	27,439,194 410,514 (25,315,147) 2,534,561
	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

The accompanying notes form part of these financial statements.

18 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Statement of Cash Flows

For the year ended 30 June 2019

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Note CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees Payments for software platform Interest received Receipts from customers Net cash used in operating activities 8 b CASH FLOWS FROM INVESTING ACTIVITIES Payments for financial assets Payments for development of software platform 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 8 a	30 June 2019 $ 30 June 2018 $ (552,443) (540,599) (149,723) (264,225) 3,874 10,823 66,263 60,475
	(632,029) (733,526)
	- (1,189,258) (59,438) (81,083) - (3,590)
	(59,438) (1,273,931)
	300,000 615,608 (3,375) (21,946)
	296,625 593,662
	(394,842) (1,413,795) 1,250,423 2,664,218
	855,581 1,250,423

The accompanying notes form part of these financial statements.

19 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Notes to the Financial Statements For the year ended 30 June 2019

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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 28 August 2019 by the directors of the Company.

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

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 and are consistent with those followed in the preparation of the Group’s annual financial statements for the year ended 30 June 2018, except for the new and revised Accounting Standards noted below.

Reporting Basis and Conventions

The financial statements have been prepared on an accruals basis and are based on historical costs except for certain financial assets which have been measured at fair value. All amounts are presented in Australian dollars unless otherwise stated.

Parent entity information

In accordance with the Corporations Act 2001, these financial statements present the result of the Group only. Supplementary information about the parent entity is disclosed in Note 19.

New accounting standards and interpretation

The following Australian Accounting Standards have been issued or amended and are applicable to the annual financial statements of the Company;

AASB 9 ‘ Financial Instruments’

AASB 9 supersedes pronouncement AASB 139 ‘Financial Instruments: Recognition and Measurement” and was adopted by the Group effective 1 July 2018. The standard brings together all three aspects of the accounting for financial instruments: classification and measurement, impairment, and hedge accounting. With the exception of hedge accounting, the Group has applied AASB 9 retrospectively, with the initial application date of 1 July 2018. The Group does not currently apply hedge accounting.

At the date of initial application, the Group concluded to classify eligible equity instruments as financial assets at fair value through other comprehensive income (OCI), with gains and losses recognised in equity rather than profit and loss. The Group elected to present in OCI changes in the fair value of all its equity investment previously classified as available-for-sale, because these investments are held as long-term strategic investments that are not expected to be sold in the short to medium term. As a result, assets with a fair value of $1,203,937 were reclassified from available-for-sale financial assets at FVOCI. There was no impact on OCI at the date of AASB 9’s initial adoption or at 30 June 2019 as there have been no fair value adjustments recorded in relation to these investments since the date of acquisition. An in-depth review to consider the fair value of the Group’s unlisted investments at 30 June 2019 has been undertaken by the Board. After consideration of the information available to the Board as at 30 June 2019 and subsequent to year end, it was concluded that the fair value of the Group’s investments in unlisted entities is best represented by their cost, where cost is the price of the most recent capital raising rounds completed by the respective investees.

20 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Notes to the Financial Statements For the year ended 30 June 2019

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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

b) Basis of Preparation (Continued)

AASB 9 ‘ Financial Instruments’

At the date of initial application, the Group has also concluded to apply the simplified approach for trade receivables in the calculation of the expected credit loss (ECL) rather than the general approach.

Financial assets at fair value through other comprehensive income

(i) Classification of financial assets at fair value through other comprehensive income Financial assets at fair value through other comprehensive income (FVOCI) comprise of equity securities which are not held for trading, and which the Group has irrevocably elected at initial recognition to recognise in this category. These are strategic investments and the Group considers this classification to be most relevant.

(ii) Equity investment at fair value through other comprehensive income

Equity investments at FVOCI comprise the following individual investments:

	30 June 2019	30 June	2018*
	$	$
Non-current assts
Unlisted securities
Brontech Pty Ltd	933,240		-
National Currency eXchange Group	270,697		-

These investments were classified as available-for-sale in financial year ended 30 June 2018.

On disposal these equity investments, any related balance within FVOCI reserve, is reclassified to retained earnings.

There is no material impact on the transactions and balances recognised in the financial statements as a result of the adoption of AASB 9.

The Group’s accounting policy for financial instruments from 1 July 2018 is as follows :

Financial assets are classified, at initial recognition, and subsequently measured at amortised cost, fair value through other comprehensive income (OCI), or fair value through profit and loss.

The classification of financial instruments at initial recognition depends on the financial asset’s contractual cashflow characteristics and the Group’s business model for managing them. With the exception of the Groups trade receivables that do not contain a significant financing component, the Group initially measures the financial asset at its fair value plus, in the case of a financial asset not at fair value through profit and loss, less transaction costs.

Trade receivables that do not contain a significant financing component are measured at the transaction price determined in accordance with the Group’s accounting policy for revenue recognition.

The trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. In determining the provision required, the Group utilises its historical credit loss experience, adjusted only where appropriate for forwardlooking factors specific to the debtors and economic environment. On that basis, the loss allowance as at 30 June 2019 was determined as follows:

	Current	Over 30 and less than 120 days past due	Total
Expected loss rate	0%	0%
Gross carrying amount	-	$11,000	$10,000
Loss allowance	Nil	Nil	Nil

21 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Notes to the Financial Statements For the year ended 30 June 2019

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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

b) Basis of Preparation (Continued)

AASB 9 ‘ Financial Instruments’

The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual payments for a period of greater than 120 days past due.

Financial liabilities are classified, at initial recognition, as financial liabilities through fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Group’s financial liabilities include trade and other payables.

AASB 15 ‘Revenue from Contracts with Customers’

AASB 15 supersedes AASB 111 Construction Contracts, AASB 118 Revenue and related interpretations and it applies with limited exceptions to all revenue arising from contracts with its customer. AASB 15 establishes a five-step model to account for revenue arising from contracts with customer and requires that revenue be recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.

The Group adopted AASB 15 using the full retrospective method of adoption. The effect of the transition on the current period has not been disclosed as the standard provides an optional practical expedient, however the impact on the current period is immaterial. The Group did not apply any of the other available option practical expedients.

At the initial date of application, the effective of adopting AASB 15 did not have a material impact on the transactions and balances recognised in the financial statements.

The Group’s accounting policy for revenue and other income from 1 July 2018 is as follows:

Revenue from contracts with customers

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.

In the majority of cases the services are provided under fixed price service contract. Revenue recognition relating to the provision of services is recognised when control of the services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those services. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent that related expenditure is recoverable.

Platform listing fees are recognised upon contract execution as the Company provides a stream-lined solution to advertise and secure spread and funding on the Akela platform at the date of execution, thereby settling its performance obligation under the contract at that date. Capital raising fees are recognised at the completion of the Company’s allocated capital raise. Capital raise completion is deemed to be the point at which the Company has satisfied its performance obligation.

Interest revenue

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

22 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Notes to the Financial Statements For the year ended 30 June 2019

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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

b) Basis of Preparation (Continued)

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 $824,468 during the year ended 30 June 2019 (2018: loss of $1,132,424). The Statement of Financial Position shows that the Group had cash and cash equivalents of $855,581 as at 30 June 2019 (2018: $1,250,423).

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.

c) Principles of Consolidation

The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at 30 June 2019. 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, and
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.

Details of the controlled entities is disclosed in Note 20.

23 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Notes to the Financial Statements For the year ended 30 June 2019

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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

d) 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.

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.

e) 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 instalments 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 Group 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.

24 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Notes to the Financial Statements For the year ended 30 June 2019

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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

f) 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. 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. Having considered the following matters at 30 June 2019:

There are no observable indicators that the asset’s value has declined during the period significantly more than would be expected as a result of the passage of time or normal use;
No significant changes with and adverse effect on the Group have taken place during the period;
The carrying amount of the net assets of the entity is not exceeding its market capitalisation; and
No indicators that the platform is obsolete;

The Group has concluded that there are no indicators of impairment of the Group’s intangible assets.

g) 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; and
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 5 years period from 1 January 2018. 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.

h) 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.

i) Trade receivables

Trade receivables are amounts due from customers for good and services performed in the ordinary course of business. They are generally due for settlement within 30 days and therefore are classified as current. Trade receivables are recognised initially at the amount of consideration that is unconditional which is considered to be fair value; none of the Group’s trade receivables contain financing components. The Group holds the trade receivables with the objective to collect the contractual cashflows and therefore measures them subsequently at amortised cost using the effective interest method.

The Group applies the AASB 9 simplified approach to measure expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets.

To measure the expected credit losses, trade receivables have been grouped based on share credit risk characteristics and the days past due. The expected loss rates are based on the Group’s past history, existing market conditions and forwardlooking estimates at the end of each reporting period.

j) Operating expenses

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

25 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Notes to the Financial Statements For the year ended 30 June 2019

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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

k) 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.

l) Equity-settled compensation

The Group operates an employee share and option plan under which it may issue options to employees, directors and/or consultants. Where the value of services received cannot be determined by reference to an external market value, sharebased payments to employees, directors and/or consultants are measured at the fair value of the instruments issued and amortised over the vesting periods.

The Group has established a Performance Rights Plan pursuant to which the Group may offer long term equity incentive rights to Directors and employees. The rights are usually issued for nil consideration and typically only vest under certain conditions. The fair value of performance rights is determined using the satisfaction of certain performance criteria (Performance Milestones). The performance rights cannot be transferred without the approval of the Company’s Board and are not quoted on the ASX.

The number of share options and performance rights expected to vest is reviewed and adjusted at the end of each reporting period based on the number of equity instruments that may eventually vest, unless market conditions are attached to the share options and performance rights, in which case no adjustment is required. The fair value is determined using either a Black Scholes, Hoadley’s Hybrid ESO or Monte Carlo simulation model depending on the type of share-based payment.

m) Trade and other payables

Liabilities for trade creditors and other amounts carried at cost which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the Group. Interest, when charged by the lender, is recognised as an expense on an accrual basis.

n) 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.

o) 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 sharebased payments.

p) 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.

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 consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position and consolidated statement of cash flows.

The Group 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.

26 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Notes to the Financial Statements For the year ended 30 June 2019

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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

q) 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.

r) 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.

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.

s) Critical accounting estimates and judgements

The preparation of the Group’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of asset or liabilities affected in future periods.

Key Judgement

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

Measurement of fair value financial instruments

In the adoption of new accounting policies in the period, management has made following judgment in relation to the measurement of fair value financial instruments. The Group’s financial investments in unquoted equity shares, Brontech Pty Ltd and National Currency eXchange Group Limited, are not traded in an active market. These investments have been fair valued using significant unobservable inputs (Level 3) 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. The investments at 30 June 2019 are being carried at cost, less impairment (if applicable), as a proxy for fair value.

2019	Date of valuation	Total	Quoted prices in active markets (level 1)	Significant observable inputs (level 2)		Significant unobservable inputs (Level 3)
Assets measured at fair value –		$	$	$		$
unquoted equity shares
Investment in Brontech	30 June
Pty Ltd	2019	933,240	-		-	933,240
Investment in National Currency eXchange Group	30 June 2019	270,697	-		-	270,697

27 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Notes to the Financial Statements For the year ended 30 June 2019

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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

s) Critical accounting estimates and judgements (continued)

There has been no movement in the fair value of the Group’s financial investments in unquoted equity shares, Brontech Pty Ltd and National Currency eXchange Group Limited, for the period. The Group has conducted an internal assessment and concluded that the fair value of the investments is best represented by cost at 30 June 2019, in the absence of any other more reliable indicators of the fair value of these investments.

Capitalisation of internally developed software

Distinguishing the research and development phase of a new customised 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

The Group operates an employee share and option plan. Share-based payments to employees and/or directors are measured at the fair value of the instruments issued and amortised over the vesting periods. The Group has established a Performance Rights Plan pursuant to which the Group may offer long term equity incentive rights to Directors and employees. The rights are usually issued for nil consideration and typically only vest under certain conditions. The fair value of performance rights is determined using the satisfaction of certain performance criteria (Performance Milestones). The performance rights cannot be transferred without the approval of the Company’s Board and are not quoted on the ASX.

The corresponding amount for options or performance rights is recorded to the share-based payment reserve. Details of share-based payments assumptions can be found at Note 15.

Provision for expected credit losses of trade receivables

The Group groups its client base into clients of similar credit risk to calculate ECLs for trade receivables. The provision rates used are based on past days for groupings of customers with similar loss patterns. The provision applied is initially based on the Group’s historical observed default rates for each customer grouping. Where forward-looking information (such as a significant change in economic conditions and the junior listed sector) may provide evidence that there may be an increasing number of defaults, historical default rates are adjusted. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

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.

t) Rounding

The Group has applied the relief available to it in ASIC Legislative Instrument 2016/191 and accordingly amounts included in the Directors’ report and in the financial report have been rounded off to the nearest $1.

NOTE 2: REVENUE AND OTHER INCOME Revenue from contacts with Australian customers - Capital raising fees recognised at a point in time - Platform listing fees recognised at a point in time Other income Interest received, non-related parties Total other income	30 June 2019 $ 30 June 2018 $ 26,613 92,475 20,000 15,000
	46,613 107,475
	3,874 10,823
	3,874 10,823

28 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Notes to the Financial Statements For the year ended 30 June 2019

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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 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% (2018: 27.5%) Non-deductible items Non-deductible 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	30 June 2019 $ 30 June 2018 $ (60,000) (60,000) (74,375) (199,375)
	(134,375) (259,375)
	(82,123) (69,438) (30,500) (29,000) (123,821) (84,541) - (50,000)
	(236,444) (232,979)
	30 June 2019 $ 30 June 2018 $ - - - -
	- -
	(226,729) (311,417) 19,157 113,570 - - - 106,688 207,572 91,159
	- -
	738,099 485,779 16,277 19,125 53,129 92,201
	807,505 597,105 (47,549) (93,066)
	(47,549) (93,066)
	(209,475) (209,549) 975 5,666 - 106,688 208,500 97,195
	- -

29 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Notes to the Financial Statements For the year ended 30 June 2019

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NOTE 4: INCOME TAX (CONTINUED) e) Deferred income tax related to items charged or credited directly to equity comprises: Decrease/(increase) in deferred tax assets (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	30 June 2019 $ 30 June 2018 $ 928 6,035 - - (928) (6,035)
	- -
	21,856 14,223 738,099 477,336 - 8,443
	759,956 500,002

Carry forward losses

Potential future income tax benefits attributable to tax losses carried forward have not been brought to account at 30 June 2019, because the Directors do not believe it is appropriate to regard realisation of the future income tax benefits as probable.

	30 June 2019	30 June 2018
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	144,000	118,000
Equity Settled	13,597	-
Total KMP Compensation	157,597	118,000
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 Remuneration of the auditor of the Group (Pitcher Partners BA&A Pty Ltd) for: - auditing or reviewing the financial reports Remuneration of auditor related entity for non-audit services - Pitcher Partners (WA) Pty Ltd - taxation NOTE 7: (LOSS)/EARNINGS PER SHARE (Loss)/Earnings per share (EPS) a) (Loss) 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 instruments outstanding Weighted average number of ordinary shares outstanding during the year used in calculating dilutive EPS	30 June 2019 $ 30 June 2018 $ 30,500 29,000 5,500 7,098
	36,000 36,098
	30 June 2019 $ 30 June 2018 $ (824,468) (1,132,424)
	328,446,308 272,875,988 - -
	328,446,308 272,875,988

30 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Notes to the Financial Statements For the year ended 30 June 2019

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NOTE 8: CASH AND CASH EQUIVALENTS 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 The effective interest rate on short-term bank deposit was 2.4% (30 June 2018: 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, depreciation and impairment expense Tokens received as consideration for platform listing fees Changes in assets and liabilities (Increase)/Decrease in receivables (Increase)/Decrease in other assets Increase/(Decrease) in payables Cash flows used in operating activities	30 June 2019 $ 30 June 2018 $ 835,581 1,229,823 20,000 20,000 - 600
	855,581 1,250,423
	2.4%). 30 June 2019 $ 30 June 2018 $ (824,468) (1,132,424) 38,557 405,160 - (14,679) 141,248 65,254 (5,000) - 34,020 (54,363) (1,637) (15,047) (15,749) 12,573
	(632,029) (733,526)

Credit Standby Facilities

The Group has no credit standby facilities.

Non-Cash Investing and Financing Activities

There were no non-cash investing and financing activities during the year.

	30 June 2019	30 June 2018
NOTE 9: TRADE AND OTHER RECEIVABLES	$	$
CURRENT
Trade receivables	11,000	11,000
Other receivables	10,254	45,274
	21,254	56,274
All amounts are short-term. The net carrying value of other receivables is considered a reasonable approximation of fair
value. All receivables are expected to be recovered in full.
	30 June 2019	30 June 2018
NOTE 10: INTANGIBLE ASSETS	$	$
NON-CURRENT – AKELA PLATFORM
Balance at the beginning of the year	585,000	568,917
Additions	59,438	81,083
Amortisation expense	(135,914)	(65,000)
	508,524	585,000
NON-CURRENT – TOKEN
Balance at the beginning of the year	-	-
Additions (i)	5,000	-
Provision for impairment	(4,616)	-
	384	-

31 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Notes to the Financial Statements For the year ended 30 June 2019

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NOTE 10: INTANGIBLE ASSETS (CONTINUED)

Intangible assets relate to the development of the Akela Platform. The Group has assessed the intangible assets for impairment as at 30 June 2019. 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 Akela Platform during the year up until the date of this report.

(i) As announced on 22 November 2018, Akela had secured an allocation for its clients under Soar’s pre-sale Token Generation Offer (TGE). Akela have received payment of $5,000 in 18,519 tokens from Soar SG Pte Ltd (“Soar”) for platform listing fees rendered for Soar’s TGE.

NOTE 11: FINANCIAL ASSETS AT FAIR VALUE THROUGH OCI NON-CURRENT Investment in Brontech Pty Ltd Investment in National Currency eXchange Group	30 June 2019 $ 30 June 2018 $ 933,240 933,240 270,697 270,697
	1,203,937 1,203,937

During last financial 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. 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 Company also had 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.

There were no new investments acquired in the period 1 July 2018 to 30 June 2019 and no changes in the number of shares held in the existing investments.

NOTE 12: TRADE AND OTHER PAYABLES CURRENT Trade payables Other payables	30 June 2019 $ 30 June 2018 $ 12,726 15,926 61,758 74,307
	74,484 90,233

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 340,739,459 (30 June 2018: 311,739,459) fully paid ordinary shares	30 June 2019 $ 30 June 2018 $
	27,439,194 27,142,569

32 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Notes to the Financial Statements For the year ended 30 June 2019

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NOTE 13: ISSUED CAPITAL (CONTINUED) (b) Movements in fully paid Ordinary Capital Date Balance at the 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 Share issue costs Balance at the end of the reporting period 30 June 2018 Issue Collateral Shares to Acuity Capital (i) 21 September 2018 Issue of Shares 28 February 2019 Share issue costs Balance at the end of the reporting period 30 June 2019	30 June 2019 $ 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
	16,000,000 - 13,000,000 300,000 - (3,375)
	340,739,459 27,439,194

(i) The shares have been issued, and are held by Acuity Capital Pty Ltd, only under the capacity to issue shares under a Controlled Placement Deed. In the event that Acuity Capital Pty Ltd remain in possession of the collateral shares at the expiry of the Controlled Placement Deed, these shares will be bought back by the Company for nil consideration. As at the reporting date Acuity Capital Pty Ltd remained in possession of the collateral shares and no share placement had been executed.

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.

NOTE 14: RESERVE Share based payment reserve (i) 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 Issue of 2,000,000 options – consideration for services – Finind Pty Ltd Issue of 2,000,000 performance rights to Director Emilija Poposka Kardaleva Expiry of 39,979,730 unlisted options Balance at the end of the year	30 June 2019 $ 30 June 2018 $ 410,514 814,314
	410,514 814,314
	814,314 1,420,798 - (15,317) - (35,127) - (607,200) - 51,160 24,960 - 13,597 - (442,357) -
	410,514 814,314

(i) During the period, the option reserve was renamed to the share-based payment reserve to better reflect the nature of the reserve.

33 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Notes to the Financial Statements For the year ended 30 June 2019

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NOTE 15: SHARE BASED PAYMENTS

Details of share-based payment arrangements entered into during the year ended 30 June 2019

On 4 September 2018 the Company issued 2,000,000 Performance Rights to Director Emilija Poposka Kardaleva. subject to the following vesting conditions;

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
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.

The Performance Rights have been valued at grant date and each class are being expensed over the vesting period. During the year ended 30 June 2019 a share-based payment expense of $13,597 was recognised. Unvested performance rights will lapse upon termination (a relevant person ceases to be an “Eligible Participant”) unless the Board exercises its discretion to vest the Performance Rights or in its absolute discretion, resolves the unvested Performance Rights to remain unvested.

On 4 September 2018 the Company issued 2,000,000 Unlisted Options exercisable at $0.03 each on or before 3 September 2020 and vesting if the Company’s 10 VWAP Share Price increases to $0.06 or higher at any-time prior the Expiry Date to Finind Pty Ltd as part of consideration for investor relation services. During the year ended 30 June 2019 a share-based payment expense of $24,960 was recognised.

Details of share-based payment arrangements entered into during the year ended 30 June 2018

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.

On 12 February 2018, as consideration for strategic collaboration and development agreement with National Currency eXchange Group (NCX), 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.

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.

Apart from the 2,000,000 Performance Rights issued to Emilija Poposka Kardaleva and 2,000,000 Options issued to Finind Pty Ltd, all equity instruments issued as share based payments in 2019 and 2018 vested immediately. The instruments hold no voting or dividend rights. The performance rights and options are unlisted. In respect of all of the above options issued for services provided it was determined that no fair value of the services was reliably measurable, as such the fair value of the instruments was used as the fair value recorded.

Summary of number and movement in options granted and their weighted average prices

Outstanding at the beginning of the year Granted Forfeited Exercised Expired Outstanding at year end Exercisable at year end	2019 2018 Number of Options Weighted average exercise price Number of Options Weighted average exercise price 65,479,730 0.0264 67,500,000 0.0262 2,000,000 0.0263 2,500,000 0.0260 - - - - - - (4,520,270) 0.0261 (39,979,730) 0.0202 - -
	27,500,000 0.0290 65,479,730 0.0264
	- - - -

34 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Notes to the Financial Statements For the year ended 30 June 2019

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NOTE 15: SHARE BASED PAYMENTS (CONTINUED)

Share based payment options outstanding at 30 June 2019

Options outstanding at 30 June 2019, issued in prior periods as share based payments, are as follows:

Number of Options	Exercise Price	Expiry Date	Details
23,000,000	$0.02	3 September 2019	Promoter options
2,500,000	$0.02	3 September 2019	Adviser options
2,000,000	$0.03	3 September 2020	Adviser options

Summary of number and movement in performance rights granted and their weighted average prices

Outstanding at the beginning of the year Granted Forfeited Exercised Expired Outstanding at year end Exercisable at year end	2019 2018 Number of Performance Rights Weighted average exercise price Number of Performance Rights Weighted average exercise price - - - - 2,000,000 - - - - - - - - - - - - - - -
	2,000,000 - - -
	- - - -

Summary of the inputs used in the valuation of the options and performance rights Options granted in 2019

Summary of the inputs used in the valuation of the Options granted in 2019	options and performance
Exercise price Share price at date of issue Grant date Expected volatility (i) Expiry date Expected dividends Risk free interest rate Value per instrument Number of instruments Total value of instruments Options granted in 2018 Exercise price Share price at date of issue Grant date Expected volatility (i) Expiry date Expected dividends Risk free interest rate Value per instrument Number of instruments Total value of instruments	Inputs
	$0.03 $0.023 8/8/2018 132.00% 3/9/2020 Nil 2.02% $0.01248 2,000,000
	$24,960
	Inputs
	$0.02 $0.035 9/11/2017 100.46% 3/9/2019 Nil 1.80% $0.0225 2,500,000
	$51,160

35 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Notes to the Financial Statements For the year ended 30 June 2019

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NOTE 15: SHARE BASED PAYMENTS (CONTINUED)

Performance rights granted in 2019

Share price at date of issue Grant date Exercise price Term Share price target Expected volatility (i) Risk free interest rate Expected dividends Value per instrument Number of instruments Total value of instruments	Inputs
	Class D Class E $0.023 $0.023 8/08/2018 8/08/2018 Nil Nil 18 months 18 months $0.060 $0.080 132% 132% 2.02% 2.02% Nil Nil $0.01321 $0.01073 1,000,000 1,000,000
	$13,210 $10,730

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

Share-based payments expense

Share-based payment expense at 30 June 2019 is comprised as follows:

Expense of options issued Expense of 5,000,000 shares issued to National Currency eXchange Group Expense of 1,200,000 shares issued to Dyamond Developments Expense of performance rights issued Total expense recognised in profit or loss Total expense recognised in equity Total share-based payments expense	30 June 2019 $ 30 June 2018 $ 24,960 51,160 - 250,000 - 50,000 13,597 -
	38,557 401,160 - -
	38,557 401,160

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.

NOTE 17: FINANCIAL INSTRUMENTS

Financial Risk Management Policies

Other than investments held at a fair value, the Group’s financial instruments consist mainly of deposits with banks, trade and other receivables 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.

36 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Notes to the Financial Statements For the year ended 30 June 2019

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NOTE 17: FINANCIAL INSTRUMENTS (CONTINUED)

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:

2019
Financial Assets
Cash and Cash equivalents
Trade and other receivables
Total financial assets
Financial Liabilities
Trade and other payables
Total financial liabilities
Net financial assets
2018
Financial Assets
Cash and Cash equivalents
Trade and 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
$ $ $ $ 835,581
20,000
-
855,581
0.37%
-
-
21,254
21,254
-
835,581
20,000
21,254
876,835
-
-
(12,726)
(12,726)
-
-
-
(12,726)
(12,726)
835,581
20,000
8,528
864,109
Fixed interest rate maturing in:
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

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.

37 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Notes to the Financial Statements For the year ended 30 June 2019

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NOTE 17: FINANCIAL INSTRUMENTS (CONTINUED)

	Movement in Profit		Movement in Equity
	$		$
Year ended 30 June 2019
+/- 1% in interest rates		10,530		10,530
Year ended 30 June 2018
+/- 1% in interest rates		19,573		19,573

(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.

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.

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 Cash and cash equivalents – AA Rated 8a	30 June 2019 $ 30 June 2018 $ 855,581 1,250,423
	855,581 1,250,423

(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.

2019 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) $ $ $ $ $ $ $ (12,726) - - - - (12,726) (12,726)
	(12,726) - - - - (12,726) (12,726)

38 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Notes to the Financial Statements For the year ended 30 June 2019

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NOTE 17: FINANCIAL INSTRUMENTS (CONTINUED)

2018 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)

(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 consolidated 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) 2019 2018 2019 2018
	(24,600) (23,265) 24,600 23,265 30,066 28,435 (30,066) (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 investments.

(f) Net fair value of financial assets and liabilities

Measurement of fair value financial instruments

The Group’s financial investments in unquoted equity shares, Brontech Pty Ltd and National Currency eXchange Group Limited, are not traded in an active market. These investments have 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 as further described in Note 1.

2019 Date of valuation Assets measured at fair value – unquoted equity shares Investment in Brontech Pty Ltd 30 June 2019 Investment in National Currency eXchange Group Limited 30 June 2019	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

The carrying value of all the financial assets and financial liabilities recorded in the financial statements approximates their fair value in accordance with the accounting policies disclosed in note 1.

(g) Financial arrangements

The Group has no other financial arrangements in place.

39 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Notes to the Financial Statements For the year ended 30 June 2019

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NOTE 18: RELATED PARTY TRANSACTIONS

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:

Entity	Nature of transaction	Key Management Personnel	Total Revenue/(Expense) 2019 2018	Total Revenue/(Expense) 2019 2018	Payable 2019	Balance 2018
			$	$	$	$
Adamantium Holdings	Rental of office	Faldi Ismail	(19,500)	(16,500)	-	(1,500)
Pty Ltd
Otsana Capital Pty Ltd	AFSL Expense/	Faldi Ismail /	(20,521)	(44,821)	(8,648)	(18,000)
	Capital raising fees	Brendan de Kauwe
Otsana Capital Pty Ltd	Revenue	Faldi Ismail /	-	60,300	-	-
		Brendan de Kauwe
Otsana Capital Pty Ltd	Corporate Advisory	Faldi Ismail /	(60,000)	-	-	-
		Brendan de Kauwe
Steinepreis Paganin	Legal fees	Peter Wall	-	(21,060)	-	-

During previous financial year, the Group generated service revenue of $60,300 by providing fixed price service for Otsana, an entity controlled by director Faldi Ismail and Brendan de Kauwe.

Legal fees of $21,060 were paid to Steinepreis Paganin for the financial year ended 30 June 2018. Peter Wall is a partner at Steinepreis Paganin and a former director of Ookami Limited.

40 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Notes to the Financial Statements For the year ended 30 June 2019

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NOTE 19: PARENT ENTITY DISCLOSURE

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 Total Liabilities NET ASSETS EQUITY Issued capital Share based payment reserve Accumulated losses TOTAL EQUITY STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INOME (Loss)/profit for the year Total comprehensive (loss)/income	30 June 2019 $ 30 June 2018 $ 838,052 1,274,495 1,748,017 1,791,905
	2,586,069 3,066,400
	22,346 42,553
	22,346 42,553

	2,563,723 3,023,847
	27,439,194 26,838,569 410,514 1,118,314 (25,285,985) (24,933,036)
	2,563,723 3,023,847
	(1,187,136) (1,132,424)
	(1,187,136) (1,132,424)

As at 30 June 2019, 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 consolidated financial statements have also been prepared as at the same reporting date as the Group’s financial statements.

Controlled entity	Country of Incorporating	Class of Shares	2019	Percentage Owned	2018
Akela Capital Pty Ltd	Australia	Ordinary	100%		100%

41 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Consolidated Notes to the Financial Statements For the year ended 30 June 2019

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NOTE 21: COMMITMENTS

Commitments

The Company signed a twelve month lease agreement with Adamantium Holdings Pty Ltd (a related entity – refer note 18). 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 (2018: $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 will continue its information technology service agreement with Zak Ismail until either one of the parties terminate the agreement. The Company is not bound to service commitments except 1 month termination notice. Commitments of $5,000 remain at the end of the reporting period (2018: $5,000).

NOTE 22: CONTINGENT LIABILITIES

The Directors are not aware of any contingent liabilities at the end of the reporting period.

NOTE 23: EVENTS SUBSEQUENT TO REPORTING DATE

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 2019. Relevant Standards and Interpretations are outlined below.

AASB 16 ‘Leases’

AASB 16 requires leases 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 exemption for 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 payment (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 expenses 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.

Lessor accounting carries forward the lessor accounting requirements in AASB 117. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently.

AASB 16 also requires enhanced disclosure to be provided by lessors that will improve information disclosed about a lessor’s risk exposure, particularly to residual value risk.

The Group is still in the process of evaluating the impacts the adoption of AASB 16 may have on amounts presented in its financial statements.

42 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Directors’ Declaration For the year ended 30 June 2019

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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 Ookami Limited’s financial position as at 30 June 2019 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
The financial report also complies with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 1 to the financial report.
There are reasonable grounds to believe that the Ookami Limited 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 (equivalent) and Chief Financial Officer (equivalent) for the financial year ended 30 June 2019.

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 28 August 2019

43 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

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 2019, 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 2019 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Adelaide Brisbane Melbourne Newcastle Perth Sydney

Pitcher Partners BA&A Pty Ltd

Pitcher Partners is an association of independent firms.

An independent Western Australian Company ABN 76 601 361 095. Level 11, 12-14 The Esplanade, Perth WA 6000 Registered Audit Company Number 467435. Liability limited by a scheme under Professional Standards Legislation.

Pitcher Partners is a member of the global network of Baker Tilly International Limited, the members of which are separate and independent legal entities.

OOKAMI LIMITED ABN 67 009 081 770

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF OOKAMI LIMITED

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.

Key Audit Matter How our audit addressed the key audit matter Valuation of Intangible Assets Refer to Note 10 to the financial report Included in the consolidated statement of Our procedures included, amongst others: financial position as at 30 June 2019 is an Obtaining an understanding of and evaluating the amount for $508,908 relating to intangible assets processes and controls associated with the which consist of capitalised expenditure in assessment of impairment indicators. relation to the Akela Platform. This amount Assessing the appropriateness of the Group’s represents 19.5% of total assets. judgment and conclusion that there were no Due to the significance to the Group’s financial impairment indicators present as at 30 June report and the level of judgment involved in 2019. In doing so considering internal and assessing whether there are impairment external impairment factors and assessing the indicators present, we consider this to be a key appropriateness of the amortisation period of the audit matter. capitalised expenditure pursuant to the requirements of Australian Accounting Standards. Assessing the adequacy of the disclosures in the financial report.

Share Based Payments

Refer to note 15 to the financial report

During the year ended 30 June 2019, the Group issued the following options and performance rights:

2,000,000 performance rights to a nonexecutive director of the Group; and
2,000,000 unlisted options to a consultant as part consideration for investor related services.

Under Australian Accounting Standards, equity settled awards are measured at fair value on grant date taking into consideration the probability of the vesting conditions (if any) attached. This amount is recognised as an expense either immediately if there are no vesting conditions, or over the vesting period if there are vesting conditions.

Our procedures included, amongst others: Obtaining an understanding of and evaluating the processes and controls associated with the preparation of the valuation model used to assess the fair value of share based payments. Assessing the appropriateness of the judgments used in the Group’s calculation including the share price of the underlying equity, interest rate, volatility, time to maturity (expected life), grant date and granting criteria. Engaging our valuation specialist in performing these procedures. Assessing the adequacy of the disclosures in the financial report.

Due to the significance to the Group’s financial report and the level of judgment involved in determining the valuation of the share based payments, we consider the Group’s calculation of the share based payment expense to be a key audit matter.

OOKAMI LIMITED ABN 67 009 081 770

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF OOKAMI LIMITED

Valuation of Financial Assets

Refer to Note 11 to the financial report

Included in the consolidated statement of financial position as at 30 June 2019 is an amount for $1,203,937 relating to the Groups investment in two non-listed entities. This amount represents 46.1% of total assets. Although considered to be non-complex in nature, the Groups investment in the two nonlisted entities are classified under Australia Accounting Standards as “level 3” on the basis that the inputs into the determination of fair value are unobservable. Due to the significance to the Group’s financial report and the level of judgment involved in determining the fair value of the Groups “level 3” investment in the two non-listed entities, we consider this to be a key audit matter.

Assessing the appropriateness of the Group’s judgment and conclusion that the Groups investment in the two non-listed entities is recorded at fair value as at 30 June 2019. In doing so reviewing and challenging the judgements made by management in respect of the key assumptions and estimates used in determining the fair value as at 30 June 2019 pursuant to the requirements of Australian Accounting Standards. Assessing the adequacy of the disclosures in the financial report.

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 2019, 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.

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.

OOKAMI LIMITED ABN 67 009 081 770

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF OOKAMI LIMITED

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.
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.

OOKAMI LIMITED ABN 67 009 081 770

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF OOKAMI LIMITED

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.

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 8 to 14 of the directors’ report for the year ended 30 June 2019. In our opinion, the Remuneration Report of Ookami Limited, for the year ended 30 June 2019, 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

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PAUL MULLIGAN Executive Director Perth, 28 August 2019

Corporate Governance Statement

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This Corporate Governance Statement is current as at 22 August 2019 and has been approved by the Board of the Company.

This Corporate Governance Statement discloses the extent to which the Company follows the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations 3rd Edition (Recommendations). The Recommendations are not mandatory, however the Recommendations that have not been followed have been identified and reasons for not following them, along with what (if any) alternative governance practices have been adopted in lieu of the Recommendation.

The Company has adopted Corporate Governance Policies which provide written terms of reference for the Company’s corporate governance practices. The Board of the Company has not yet formed an audit committee, nomination committee, risk management committee or remuneration committee and nor does it currently employ a Chief Executive Officer or management team, choosing to handle these functions as a Board due to the size and nature of the business

The Company’s Corporate Governance Policies are contained within the Corporate Governance Plan and available on the Company’s website at www.ookami.com.au/about/

Principle 1: Lay solid foundations for management and oversight

Roles of the Board & Management

The role of the Board is to provide overall strategic guidance and effective oversight of management. The Board derives its authority to act from the Company’s Constitution.

The Board is responsible for and has the authority to determine all matters relating to the strategic direction, policies, practices, establishing goals for management and the operation of the Company. The Board delegates responsibility for the day-to-day operations and administration of the Company to the Chief Executive Officer (where one is appointed)

The role of management is to support the Chief Executive Officer (where one is appointed) and implement the running of the general operations and financial business of the Company, in accordance with the delegated authority of the Board. Ookami does not currently have a CEO nor an underlying management structure with all duties being carried out by the Board.

In addition to matters it is expressly required by law to approve, the Board has reserved the following matters to itself:

overseeing the Company, including its control and accountability systems;
appointment, evaluation, rewarding and if necessary the removal of the Chief Executive Officer (or equivalent), the Company Secretary and senior management personnel;
ratifying the appointment, and where appropriate, the removal, of senior executives;
in conjunction with members of the senior management team, develop corporate objectives, strategies and operations plans and approve and appropriately monitor plans, new investments, major capital and operating expenditures, use of capital, acquisitions, divestitures and major funding activities;
establishing appropriate levels of delegation to the executive Directors to allow them to manage the business efficiently;
monitoring actual performance against planned performance expectations and reviewing operating information at a requisite level, to understand at all times the financial and operating conditions of the Company, including the reviewing and approving of annual budgets;
monitoring the performance of senior management, including the implementation of strategy, and ensuring appropriate resources are available to them;
identifying areas of significant business risk and ensuring that the Company is appropriately positioned to manage those risks;
overseeing the management of safety, occupational health and environmental matters;
satisfying itself that the financial statements of the Company fairly and accurately set out the financial position and financial performance of the Company for the period under review;
satisfying itself that there are appropriate reporting systems and controls in place to assure the Board that proper operational, financial, compliance, and internal control processes are in place and functioning appropriately;
ensuring that appropriate internal and external audit arrangements are in place and operating effectively;
reporting accurately to shareholders, on a timely basis; and
ensuring that the Company acts legally and responsibly on all matters and assuring itself that the Company has adopted, and that its practice is consistent with, a number of guidelines including:

49 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Corporate Governance Statement

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Code of Conduct;
Continuous Disclosure Policy;
Diversity Policy;
Performance Evaluation Practices;
Procedures for Selection and Appointment of Directors;
Remuneration Policy;
Risk Management Review Procedure and Internal Compliance and Control;
Securities Trading Policy; and
Shareholders Communication Strategy.

Subject to the specific authorities reserved to the Board under the Board Charter, the Board delegates to the Chief Executive Officer, where one is employed, responsibility for the management and operation of Ookami. The Chief Executive Officer is responsible for the day-to-day operations, financial performance and administration of Ookami within the powers authorised to him from time-to-time by the Board. The Chief Executive Officer may make further delegation within the delegations specified by the Board and will be accountable to the Board for the exercise of those delegated powers. The Board of Ookami handles all tasks generally performed by the Chief Executive Officer.

Further details of Board responsibilities, objectives and structure are set out in the Board Charter which is contained within the Corporate Governance Plan available on the Ookami website.

Board Committees

The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the formation of separate committees at this time including audit and risk, remuneration or nomination committees, preferring at this stage of the Company’s development, to manage the Company through the full Board of Directors. The Board assumes the responsibilities normally delegated to the audit and risk, remuneration and nomination Committees.

If the Company’s activities increase, in size, scope and nature, the appointment of separate committees will be reviewed by the Board and implemented if considered appropriate.

Board Appointments

The Company undertakes comprehensive reference checks prior to appointing a director or putting that person forward as a candidate to ensure that person is competent, experienced, and would not be impaired in any way from undertaking the duties of director. The Company provides relevant information to shareholders for their consideration about the attributes of candidates together with whether the Board supports the appointment or re-election.

The terms of the appointment of a non-executive director, executive directors and senior executives are agreed upon and set out in writing at the time of appointment.

The Company Secretary

The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board, including agendas, Board papers and minutes, advising the Board and its Committees (as applicable) on governance matters, monitoring that the Board and Committee policies and procedures are followed, communication with regulatory bodies and the ASX and statutory and other filings.

Diversity

The Board has adopted a Diversity Policy which provides a framework for the Company to establish and achieve measurable diversity objectives, including in respect to gender, age, ethnicity and cultural diversity. The Diversity Policy allows the Board to set measurable gender diversity objectives (if considered appropriate) and to assess annually both the objectives (if any have been set) and the Company’s progress towards achieving them.

The Board considers that, due to the size, nature and stage of development of the Company, setting measurable objectives for the Diversity Policy at this time is not appropriate. The Board will consider setting measurable objectives as the Company increases in size and complexity.

50 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Corporate Governance Statement

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The participation of women in the Company at the date of this report is as follows:

Women employees in the Company 33%
• Women in senior management positions - • Women on the Board 33%

The Company’s Diversity Policy is contained within the Corporate Governance Plan available on the Ookami website.

Board & Management Performance Review

On an annual basis, the Board conducts a review of its structure, composition and performance.

The annual review includes consideration of the following measures:

comparison of the performance of the Board against the requirements of the Board charter;
assessment of the performance of the Board over the previous twelve months having regard to the corporate strategies, operating plans and the annual budget;
review the Board’s interaction with management -when applicable;
identification of any particular goals and objectives of the Board for the next year;
review the type and timing of information provided to the directors; and
identification of any necessary or desirable improvements to Board or committee charters.

The method and scope of the performance evaluation will be set by the Board and may include a Board self-assessment checklist to be completed by each Director. The Board may also use an independent adviser to assist in the review.

The Chairman has primary responsibility for conducting performance appraisals of Non-Executive Directors, in conjunction with them, having particular regard to:

contribution to Board discussion and function;
degree of independence including relevance of any conflicts of interest;
availability for and attendance at Board meetings and other relevant events;
contribution to Company strategy;
membership of and contribution to any Board committees; and
suitability to Board structure and composition.

The Board conducts an annual performance assessment of the Chief Executive Officer against agreed key performance indicators.

The Chief Executive Officer – when one is appointed - conducts an annual performance assessment of senior executives against agreed key performance indicators.

Due to the operational status and size of Ookami, no formal appraisal of the Board has been conducted.

Independent Advice

Directors have a right of access to all Company information and executives. Directors are entitled, in fulfilling their duties and responsibilities, to seek independent external professional advice as considered necessary at the expense of the Company, subject to prior consultation with the Chairman. A copy of any such advice received is made available to all members of the Board.

Principle 2: Structure the board to add value

Board Composition

During the financial year and as at the date of this report the Board was comprised of the following members:

Mr Faldi Ismail Non-Executive Chairman (appointed 5 June 2015) Mr Brendan de Kauwe Non-Executive Director (appointed 5 June 2015) Ms Emma Poposka Non-Executive Director (appointed 30 January 2018)

51 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Corporate Governance Statement

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The Board comprises of the majority of Non-Executive Directors.

Ookami has adopted a definition of 'independence' for Directors that is consistent with the Recommendations.

The Board considers Mr de Kauwe and Ms Poposka to be independent.

Mr Ismail, Non-Executive Chairman is not considered independent as he is a substantial shareholder of the Company and associated with companies that provide various corporate, capital raising and accounting services and office accommodation to the Company at normal commercial rates. However, the Board is of the view that this fact does not impact on his independent judgement and he can and does make independent decisions in the best interests of the Company and its security holders.

Board Selection Process

The Board considers that a diverse range of skills, backgrounds, knowledge and experience is required in order to effectively govern Ookami. The Board believes that orderly succession and renewal contributes to strong corporate governance and is achieved by careful planning and continual review.

The Board is responsible for the nomination and selection of directors. The Board reviews the size and composition of the Board regularly and at least once a year as part of the Board evaluation process.

The Board has developed a skills matrix considered suitable for the Board of the Company at its current stage and into the future, taking into account its current strategy, operations and expectations for changes in the nature and scope of its activities. The Board skills matrix identifies a mix of areas the Board should collectively hold across its membership, including experience in the financial services industry, software, finance and executive management. The Board is satisfied that the identified skills are well represented in the current Board.

Induction of New Directors and Ongoing Development

New Directors are issued with a formal Letter of Appointment that sets out the key terms and conditions of their appointment, including Director's duties, rights and responsibilities, the time commitment envisaged, and the Board's expectations regarding involvement with any Committee work.

An induction program is in place and new Directors are encouraged to engage in professional development activities to develop and maintain the skills and knowledge needed to perform their role as Directors effectively.

Principle 3: Act ethically and responsibly

The Company has implemented a Code of Conduct, which provides a framework for decisions and actions in relation to ethical conduct in employment. It underpins the Company’s commitment to integrity and fair dealing in its business affairs and to a duty of care to all employees, clients and stakeholders.

All employees and Directors are expected to:

respect the law and act in accordance with it;
maintain high levels of professional conduct;
respect confidentiality and not misuse Company information, assets or facilities;
avoid real or perceived conflicts of interest;
act in the best interests of shareholders;
by their actions contribute to the Company’s reputation as a good corporate citizen which seeks the respect of the community and environment in which it operates;
perform their duties in ways that minimise environmental impacts and maximise workplace safety;
exercise fairness, courtesy, respect, consideration and sensitivity in all dealings within their workplace and with customers, suppliers and the public generally; and
act with honesty, integrity, decency and responsibility at all times.

An employee that breaches the Code of Conduct may face disciplinary action including, in the cases of serious breaches, dismissal. If an employee suspects that a breach of the Code of Conduct has occurred or will occur, he or she must report that breach to the Company Secretary, or in their absence, the Chairman. No employee will be disadvantaged or prejudiced if he or she reports in good faith a suspected breach. All reports will be acted upon and kept confidential.

52 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Corporate Governance Statement

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Principle 4: Safeguard integrity in corporate reporting

The Board as a whole fulfills to the functions normally delegated to the Audit Committee as detailed in the Audit Committee Charter.

The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor when any vacancy arises. Candidates for the position of external auditor must demonstrate complete independence from the Company throughout the engagement period. The Board may otherwise select an external auditor based on criteria relevant to the Company’s business and circumstances. The performance of the external auditor is reviewed on an annual basis by the Board.

The Board receives regular reports from management and from external auditors. It also meets with the external auditors as and when required.

The external auditors attend Ookami's AGM and are available to answer questions from security holders relevant to the audit.

Prior approval of the Board must be gained for non-audit work to be performed by the external auditor. There are qualitative limits on this non-audit work to ensure that the independence of the auditor is maintained.

There is also a requirement that the lead engagement partner responsible for the audit not perform in that role for more than five years.

CEO and CFO Certifications

The Board, before it approves the entity’s financial statements for a financial period, receives from its Chairman and its CFO equivalent (or, if none, the persons fulfilling those functions) a declaration provided in accordance with Section 295A of the Corporations Act that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

Principle 5: Make timely and balanced disclosure

The Company has a Continuous Disclosure Policy which outlines the disclosure obligations of the Company as required under the ASX Listing Rules and Corporations Act. The policy is designed to ensure that procedures are in place so that the market is properly informed of matters which may have a material impact on the price at which Company securities are traded.

The Board considers whether there are any matters requiring disclosure in respect of each and every item of business that it considers in its meetings. Individual Directors are required to make such a consideration when they become aware of any information in the course of their duties as a Director of the Company.

The Company is committed to ensuring all investors have equal and timely access to material information concerning the Company.

The Board has designated the Company Secretary as the person responsible for communicating with the ASX. All key announcements are reviewed by all members of the Board.

The Chairman/Chief Executive Officer (when one is appointed), the Board and the Company Secretary are responsible for ensuring that:

a) company announcements are made in a timely manner, that announcements are factual and do not omit any material information required to be disclosed under the ASX Listing Rules and Corporations Act; and
b) company announcements are expressed in a clear and objective manner that allows investors to assess the impact of the information when making investment decisions.

53 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Corporate Governance Statement

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Principle 6: Respect the rights of security holders

The Company recognises the value of providing current and relevant information to its shareholders. The Board of the Company aims to ensure that the shareholders are informed of all major developments affecting the Company’s state of affairs.

The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights the Company is committed to:

communicating effectively with shareholders through releases to the market via ASX, the company website, information posted or emailed to shareholders and the general meetings of the Company;
giving shareholders ready access to clear and understandable information about the Company; and
making it easy for shareholders to participate in general meetings of the Company.

The Company also makes available a telephone number and email address for shareholders to make enquiries of the Company. These contact details are available at www.ookami.com.au/contact/.

Shareholders may elect to, and are encouraged to, receive communications from Ookami and Ookami's securities registry electronically. The contact details for the registry are available at www.ookami.com.au/investor/.

The Company maintains information in relation to its Constitution, governance documents, Directors and senior executives, Board and committee charters, annual reports and ASX announcements on the Company’s website.

Principle 7: Recognise and manage risk

The Board is committed to the identification, assessment and management of risk throughout Ookami's business activities.

The Board is responsible for the oversight of the Company’s risk management and internal compliance and control framework. The Company does not have an internal audit function. Responsibility for control and risk management is delegated to the appropriate level of management within the Company with the Chief Executive Officer having ultimate responsibility to the Board for the risk management and internal compliance and control framework. Ookami has established policies for the oversight and management of material business risks.

Ookami's Risk Management and Internal Compliance and Control Policy recognises that risk management is an essential element of good corporate governance and fundamental in achieving its strategic and operational objectives. Risk management improves decision making, defines opportunities and mitigates material events that may impact security holder value.

Ookami believes that explicit and effective risk management is a source of insight and competitive advantage. To this end, Ookami is committed to the ongoing development of a strategic and consistent enterprise wide risk management program, underpinned by a risk conscious culture.

Ookami accepts that risk is a part of doing business. Therefore, the Company’s Risk Management and Internal Compliance and Control Policy is not designed to promote risk avoidance. Rather, Ookami's approach is to create a risk conscious culture that encourages the systematic identification, management and control of risks whilst ensuring we do not enter into unnecessary risks or enter into risks unknowingly.

Ookami assesses its risks on a residual basis; that is it evaluates the level of risk remaining and considering all the mitigation practices and controls. Depending on the materiality of the risks, Ookami applies varying levels of management plans.

The Board regularly assesses specific business areas where there may exist significant business risk or exposure. The Company faces risks inherent to its business, including economic risks, which may materially impact the Company’s ability to create or preserve value for security holders over the short, medium or long term. The Company has in place policies and procedures, including a risk management framework (as described in the Company’s Risk Management and Internal Compliance and Control Policy), which is developed and updated to help manage these risks. The Board does not consider that the Company currently has any material exposure to environmental or social sustainability risks.

54 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Corporate Governance Statement

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The Company’s process of risk management and internal compliance and control includes:

identifying and measuring risks that might impact upon the achievement of the Company’s goals and objectives, and monitoring the environment for emerging factors and trends that affect those risks;
formulating risk management strategies to manage identified risks, and designing and implementing appropriate risk management policies and internal controls; and
monitoring the performance of, and improving the effectiveness of, risk management systems and internal compliance and controls, including regular assessment of the effectiveness of risk management and internal compliance and control.

The Board review’s the Company’s risk management framework at least annually to ensure that it continues to effectively manage risk.

Management reports to the Board as to the effectiveness of Ookami’s management of its material business risks at each Board meeting.

Principle 8: Remunerate fairly and responsibly

The Board as a whole fulfills to the functions normally delegated to the Remuneration Committee as detailed in the Remuneration Committee Charter.

Ookami has implemented a Remuneration Policy which was designed to recognise the competitive environment within which Ookami operates and also emphasise the requirement to attract and retain high caliber talent in order to achieve sustained improvement in Ookami’s performance. The overriding objective of the Remuneration Policy is to ensure that an individual’s remuneration package accurately reflects their experience, level of responsibility, individual performance and the performance of Ookami.

The key principles are to:

review and approve the executive remuneration policy to enable the Company to attract and retain executives and Directors who will create value for shareholders;
ensure that the executive remuneration policy demonstrates a clear relationship between key executive performance and remuneration;
fairly and responsibly reward executives having regard to the performance of the Group, the performance of the executive and the prevailing remuneration expectations in the market;
remunerate fairly and competitively in order to attract and retain top talent;
recognise capabilities and promote opportunities for career and professional development; and
review and approve equity based plans and other incentive schemes to foster a partnership between employees and other security holders.

The Board determines the Company’s remuneration policies and practices and assesses the necessary and desirable competencies of Board members. The Board is responsible for evaluating Board performance, reviewing Board and management succession plans and determines remuneration packages for the Chief Executive Officer, Non-Executive Directors and senior management based on an annual review.

Ookami’s executive remuneration policies and structures and details of remuneration paid to directors and key management personnel (where applicable) are set out in the Remuneration Report.

Non-Executive Directors receive fees (including statutory superannuation where applicable) for their services, the reimbursement of reasonable expenses and, in certain circumstances options.

The maximum aggregate remuneration for Non-Executive Directors is $300,000 per annum as disclosed within the Company’s constitution which may be varied from time to time by the Shareholders in general meeting. The total fees paid to Non-Executive Directors during the reporting period were $144,000. The Directors set the individual Non-Executive Directors fees within the limit approved by shareholders.

Executive directors and other senior executives (where appointed) are remunerated using combinations of fixed and performance based remuneration. Fees and salaries are set at levels reflecting market rates and performance based remuneration is linked directly to specific performance targets that are aligned to both short and long term objectives.

55 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Corporate Governance Statement

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The Company prohibits Directors and employees from entering into any transaction that would have the effect of hedging or otherwise transferring the risk of any fluctuation in the value of any unvested entitlement in the Company’s securities to any other person.

Further details in relation to the company’s remuneration policies are contained in the Remuneration Report, within the Directors’ report.

56 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Additional Shareholder Information For the year ended 30 June 2019

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The shareholder information set out below was applicable as at 22 August 2019.

As at 22 August 2019 there were 2,254 holders of Ordinary Fully Paid Shares.

VOTING RIGHTS

The voting rights of the ordinary shares are as follows:

Subject to any rights or restrictions for the time being attached to any shares or class of shares of the Company, each member of the Company is entitled to receive notice of, attend and vote at a general meeting. Resolutions of members will be decided by a show of hands unless a poll is demanded. On a show of hands each eligible voter present has one vote. However, where a person present at a general meeting represents personally or by proxy, attorney or representation more than one member, on a show of hands the person is entitled to one vote only despite the number of members the person represents.

On a poll each eligible member has one vote for each fully paid share held.

There are no voting rights attached to any of the options and performance options that the Company currently has on issue. Upon exercise of these options, the shares issued will have the same voting rights as existing ordinary shares.

TWENTY LARGEST SHAREHOLDERS

The names of the twenty largest holders of each class of listed securities are listed below:

Ordinary Full Paid Shares


Rank Holder Name Holding % IC
1 2 3 4 5 6 7 8 9 9 10 11 12 13 13 14 15 16 17 18 19 20	Acuity Capital Investment Management Pty Ltd Romfal Sifat Pty Ltd Buzz Capital Pty Ltd Attollo Investments Pty Ltd HSBC Custody Nominees (Australia) Limited Freeman Road Pty Ltd Ah Super Pty Ltd Mrs Fang Dong Mr Bachrun Bustillo National Currency Exchange Group Limited Gardmac Pty Ltd Benefico Pty Ltd Mr Alfredo Varela Miss Gabrielle Florence Fisher Sandwich Holdings Pty Ltd Mr Peng Guo Rimoyne Pty Ltd Mr Gary Jiarui Zhou Medek Investments Pty Ltd Mr Adam Wade Veale Mr John William Press & Miss Amanda Jane Fawcett Mr HaifengLiu	16,132,594 11,500,000 10,738,235 9,000,000 7,253,010 7,000,000 6,165,000 5,080,000 5,000,000 5,000,000 4,856,051 4,500,000 4,300,000 4,000,000 4,000,000 3,685,836 3,624,432 3,500,000 3,341,111 3,088,235 3,000,000 2,956,974	4.73% 3.38% 3.15% 2.64% 2.13% 2.05% 1.81% 1.49% 1.47% 1.47% 1.43% 1.32% 1.26% 1.17% 1.17% 1.08% 1.06% 1.03% 0.98% 0.91% 0.88% 0.87%
Totals 127,721,478 37.48%

SUBSTANTIAL HOLDERS

There were no substantial shareholders disclosed to the Company as substantial shareholders as at 22 August 2019.

57 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

Additional Shareholder Information

For the year ended 30 June 2019

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DISTRIBUTION OF EQUITY SECURITIES

Ordinary Fully Paid Shares

Holding Ranges	Holders	Total Units	% Issued Share Capital
1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 9,999,999,999	604 224 221 780 425	184,679 637,731 1,839,787 32,240,490 305,836,772	0.05% 0.19% 0.54% 9.46% 89.76%
Totals	2,254	340,739,459	100.00%

Unmarketable Parcels – 1,316 Holders with a total of 7,093,947 shares, based on the last trading price of $0.022 on 3 April 2019.

RESTRICTED SECURITIES

As at 22 August 2019 the Company had no restricted securities on issue.

UNQUOTED SECURITIES

As at 22 August 2019, the following unquoted securities are on issue:

Unlisted Options Expiring 03 September 2019 @ $0.02 – 9 Holders

Holders with more than 20%

Holder Name	Holding	% IC
Mr Bachrun Bustillo	8,000,000	31.37%
Romfal Sifat Pty Ltd	6,250,000	24.51%

Unlisted Options Expiring 04 September 2020 @ $0.03 – 1 Holder

Holders with more than 20%

Holder Name	Holding	% IC
Finind Pty Ltd (Thanc A/C>	2,000,000	100.00%

Class D Performance Rights Expiring 4 September 2020– 1 Holder

Holders with more than 20%

Holder Name	Holding	% IC
Emilija Poposka Kardaleva	2,000,000	100.00%

ON-MARKET BUY BACK

There is currently no on-market buyback program.

58 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2019

AI assistant

FIRST LITHIUM LIMITED — Annual Report 2019

64921_rns_2019-08-28_c7163284-5b08-445f-a0b6-b65919a3f7e1.pdf

Appendix 4E

1. Details of reporting period

2. Results for announcement to the market

3. Consolidated statement of profit or loss and other comprehensive income

4. Consolidated statement of financial position

5. Consolidated statement of cash flows

6. Consolidated statement of changes in equity

7. Dividends/Distributions

8. Details of dividend reinvestment plans

9. Details of entities over which control has been gained or lost during the period

10. Details of associate and joint venture entities

11. Any other significant information needed by an investor to make an informed assessment of the Company’s financial performance and financial position

12. Foreign entities

13. Commentary on results for period and explanatory information

Financial Review

14. Audit

Directors

Company Secretary

Registered office

Auditor

Bankers

Share Registry

Securities Exchange Listing

1. DIRECTORS

2. COMPANY SECRETARY

3. PRINCIPAL ACTIVITIES

4. DIVIDENDS PAID OR RECOMMENDED

5. REVIEW OF OPERATIONS

5.1 Operation Review

5. REVIEW OF OPERATIONS (CONTINUED)

5.1 Operation Review

5.2 Financial Review

6. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

7. EVENTS SUBSEQUENT TO REPORTING DATE

8. FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES

9. INFORMATION ON DIRECTORS

9. INFORMATION ON DIRECTORS (CONTINUED)

Ms. Emilija Poposka Kardaleva Director (Non-Executive)

10. MEETING OF DIRECTORS

11. INDEMNIFYING OFFICERS AND AUDITOR

Indemnification

Insurance Premium

12. OPTIONS

Unissued shares under option

12. OPTIONS

Unissued shares under option (continued)

Performance Rights

13. ENVIRONMENTAL REGULATIONS

14. NON-AUDIT SERVICES

15. PROCEEDINGS ON BEHALF OF THE COMPANY

16. AUDITOR’S INDEPENDENCE DECLARATION

17. ROUNDING OF AMOUNTS

REMUNERATION REPORT (AUDITED)

1. Introduction

2. Remuneration governance

REMUNERATION REPORT (AUDITED)

3. Executive remuneration arrangements

4. Non-executive Director fee arrangements

REMUNERATION REPORT (AUDITED)

Performance Conditions Linked to Remuneration

Voting and comments made at the Company’s 2018 Annual General Meeting (‘AGM’)

5. Details of Remuneration

REMUNERATION REPORT (AUDITED)

5. Details of Remuneration (Continued)

6. Additional disclosures relating to equity

Options awarded, vested and lapsed during the year

KMP Options holdings

REMUNERATION REPORT (AUDITED)

6. Additional disclosures relating to equity (continued)

KMP performance rights holdings

KMP Shareholdings

REMUNERATION REPORT (AUDITED)

Performance Rights granted as remuneration

Description of Performance Rights issued as remuneration

REMUNERATION REPORT (AUDITED)

7. Loans to KMP and their related parties

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

FIRST LITHIUM LIMITED Annual Report 2019