FIRST LITHIUM LIMITED - Annual Report 2020

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 2020
Previous CorrespondingYear	Year ended 30 June 2019

2. Results for announcement to the market

Key information	12 months ended 30 June 2020 $	12 months ended 30 June 2019 $	Increase/ (decrease) %
Revenues from ordinaryactivities	925	46,613	(98)%
Loss from ordinary activities after tax attributable to members	(980,736)	(824,468)	19%
Net Loss for the period attributable to members	(1,251,433)	(824,468)	52%
Net tangible asset/(deficiency) per share	0.004	0.006	-

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

Ookami Limited ABN 67 009 081 770 - Appendix 4E | Page 1

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

The unaudited preliminary final report of Ookami and its controlled entity (the ‘Group’) has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business. The Group incurred a loss for the year of $1,251,433 (2019: $824,468 loss). The net assets of the Group have decreased from $2,534,561 at 30 June 2019 to $1,293,471 at 30 June 2020.

As at 30 June 2020, the Group's cash and cash equivalents balance decreased by $445,530 to a balance at 30 June 2020 of $410,051 and had working capital of $358,185 (2019: $819,098).

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 have access to, sufficient cash to fund administrative and other committed expenditure for a period of at least 12 months from the date of signing this report. Accordingly, Directors consider it appropriate to prepare financial statements on a going concern basis.

The Company remained in voluntary suspension during the year ended 30 June 2020.

14. Audit

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

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Non-Executive Chairman Faldi Ismail

31 August 2020

Ookami Limited ABN 67 009 081 770 - Appendix 4E | Page 2

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ANNUAL REPORT 30 JUNE 2020

Contents

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Corporate Directory	2
Directors’ Report	3
Remuneration Report	7
Auditor’s Independence Declaration	15
Financial Report	16
Directors’ Declaration	43
Independent Auditor’s Report	44
Corporate Governance Statement	50
Additional Shareholder Information	58

1 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

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 2020

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 entity (“the Group”) for the financial year ended 30 June 2020.

1. DIRECTORS

The names of Directors in office at any time during or since the end of the year to the date of this report 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 during and since the end of the year to the date of this report:

Stephen Buckley Appointed 7 November 2018 Qualification GAICD Experience Stephen Buckley has over 35 years’ experience in the financial market and provides company secretarial, corporate governance and corporate advisory services to several companies.

3. PRINCIPAL ACTIVITIES

The Company has a portfolio of synergistic assets that disrupt data and advertising markets, investment platforms, software as a service (“SaaS”) and digital asset applications. The Company 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, data markets, advertising analytics and security and encryption applications.

Whilst further costs were not capitalised the Company continued to develop the subsidiary Akela Capital Pty Ltd (“Akela”). Akela’s main asset is 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. During the financial year, Akela was granted an Australian Financial Services License. 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 or declared during the current or previous financial year.

5. REVIEW OF OPERATIONS

5.1 Operation Review

During the financial year ended 30 June 2020, the Company continued to seek potential value adding assets and opportunities, both complementary and non-complementary, in the best interest of the Company and its shareholders with a view to re-instatement of the Company’s securities on the Australian Security Exchange (“ASX”).

On the 11 December 2019, the Company advised the market that it had entered into a non-binding term sheet in relation to a corporate transaction to acquire a company with a late-state (“Phase 2”) asset in the chemotherapeutics sector (“Transaction”).

On 11 May 2020, the Company notified investors by way of a Company Update, that the ASX had advised that there is as significant likelihood that the Transaction will fail to meet the requirement of Listing Rules and the ASX was likely to exercise its discretion to reject the Company’s application for re-admission to the Official list. As a result, the Company withdrew its application with the ASX and terminated its engagement in relation to the Transaction.

During the financial year, Mr Geoff Reilly was appointed as Director of Akela Capital Pty Ltd (“Akela”), the Company’s wholly owned subsidiary. Akela was granted its own Australian Financial Services Licence (Licence no: 514821) for carrying on financial services business in Securities (class) to retail and wholesale clients.

3 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Directors’ Report

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5. REVIEW OF OPERATIONS (CONTINUED)

5.1 Operation Review (continued)

Brontech Pty Ltd (the Company’s technology partner and 18.3% investment) has continued to evolve its products with the improvement of its bronID AML/CTF (Anti-Money Laundering/Counter-Terrorism Financing) Platform including a release of a Know Your Business API for all entity types in Australia which is a unique offering on the market, and comprehensive ML/TF (money laundering and terrorism financing) risk assessment feature. Brontech Pty Ltd onboarded new financial service customers to the bronID AML/CTF Platform.

The Company remained in voluntary suspension during the year ended 30 June 2020.

5.2 Financial Review

The financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business. The Group incurred a loss for the year of $1,251,433 (2019: $824,468 loss). The net assets of the Group have decreased from $2,534,561 at 30 June 2019 to $1,293,472 at 30 June 2020.

As at 30 June 2020, the Group's cash and cash equivalents balance decreased by $445,530 to a balance at 30 June 2020 of $410,051 and had working capital of $358,186 (2019: $819,098).

6. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

Consistent with the wider economy, in the year ended 30 June 2020 the Group has been impacted by Coronavirus ("COVID19") and subsequent government actions. However, the longer term impacts on the Group cannot be fully determined at this time. Other significant changes in the Group’s state of affairs are discussed in 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 continues to develop its Akela proprietary financial services software platform which provides AFSL holders with streamlined total managed solution to capital raising and distribution of public and private offering. The Group continues to evaluate both complementary business acquisitions and non-complementary as part of Group’s growth strategy.

9. INFORMATION ON DIRECTORS

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

Mr Faldi Ismail Chairman (Non-Executive)

Qualifications Bachelor of Business (Accounting & Finance) Experience

Mr Ismail has significant experience working as a corporate advisor specialising in the restructure and recapitalisation of a wide range of ASX-listed companies. With many years of investment banking experience, his expertise covers a wide range of industry sectors. Mr Ismail was the founder and operator of Otsana Capital and is currently a director of Asiamet Resources Limited (listed on the AIM exchange in London).

Interest in Shares and Options 16,500,000 Ordinary Shares at the date of this report

Directorships held in other Asiamet Resources Limited (current) listed entities (last 3 years) Vysarn Limited (ceased 29 August 2019) Dotz Nano Limited (ceased 1 February 2018)

4 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Directors’ Report

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9. INFORMATION ON DIRECTORS (CONTINUED)

Dr 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 in Pharmacology and Physiology and holds a Bachelor of Dental Surgery from the University of Western Australia, with Post Graduate certifications in Oral Surgery and Implantology. He also holds a Post Graduate Diploma in Applied Finance, majoring in Corporate Finance, and is an Australian Securities and Investments Commission complaint (RG146) Securities Advisor. Dr de Kauwe is an experienced operations and transaction focused executive with key skills in creating company value through strategic partnerships and mergers and acquisitions, with particular experience in the biotechnology, life sciences and technology sectors. He was also a Director of Otsana, a private investment banking firm with vast experience in corporate restructuring and recapitalisations, mergers and acquisitions, as well as public market transactions and equity capital markets in both Australia and internationally. Dr de Kauwe has served as Chairman and/or Director of numerous ASX listed companies. 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); Race Oncology Limited (ceased 4 listed entities (last 3 years) April 2018); e-Sense Lab Limited (ceased 9 February 2018); Eagle Health Holdings Limited (ceased 28 August 2020).

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 Nil 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 six meetings of directors (nil committee meetings of directors) held, with all Directors attending the meetings. In addition, decisions at Board of Directors (“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.

5 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Directors’ Report

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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.

11. INDEMNIFYING OFFICERS AND AUDITOR (CONTINUED)

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
8 August 2018 3 September 2020 $0.03	2,000,000
	2,000,000

Vesting conditions of the 2,000,000 options granted on 8 August 2018 can be found on page 34 Note 15: Share Based Payments.

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.

No options were issued, cancelled or forfeited and 25,500,000 options lapsed during the year.

Performance Rights

No performance rights were issued, cancelled or forfeited and 2,000,000 performance rights lapsed during the year resulting in no performance rights existing as at the date of this report.

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 .

	30 June 2020 $ 30 June 2019 $
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	6,650 5,500
	6,650 5,500

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 are subject to the corporate governance procedures adopted by the Group and are reviewed by the Board to ensure they do not impact the integrity and objectivity of the auditor; and
ensuring non-audit services do not do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants (including Independence Standards) by ensuring they 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.

6 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

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 2020 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 (where rounding is applicable).

REMUNERATION REPORT (AUDITED)

This remuneration report for the year ended 30 June 2020 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 KMP of the Group (defined as “Directors”, both Non-Executive and Executive) for the year ended 30 June 2020 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
Geoffrey Reilly	Executive Director of Akela Capital	Appointed 10 October 2019
	Pty Ltd (100% owned subsidiary)

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 KMP 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 Non-Executive Directors of the Company and Mr Geoffrey Reilly who was appointed as Executive Director of Akela Capital Pty on 10 October 2019.

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 Group 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, in

7 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Directors’ Report

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accordance with a remuneration committee charter. During the financial year, the Group did not engage any remuneration consultants.

3. Executive remuneration arrangements

Given the current size and level of activities of the Group, Non-Executive Directors also act 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 Board determines payments to Executive Directors and reviews their remuneration annually based on market practice, duties, and accountability. Independent external advice will be sought when required and Executive remuneration is approved by shareholders at the Annual General Meeting.

The Group’s financial performance during the 2020 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”).

	2020(ii)	2019	2018	2017	2016(i)
Net profit/(loss) after tax	(1,251,433)	(824,468)	(1,132,424)	(503,335)	9,393,508
Earnings/(loss) per share (cents)	(0.37)	(0.25)	(0.41)	(0.20)	7.51
Share price at 30 June (cents)	0.022	0.022	0.020	0.015	0.024

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

(ii) The Company remained in the voluntary suspension from April 2019 – June 2020.

During the financial year, Akela Capital Pty Ltd (“Akela”), the Company’s wholly owned subsidiary entered into an Executive Services Agreement with Geoff Reilly.

The key terms of the Executive Service Agreement during the year and as at the date of this report are as follows

Director Appointment (Akela) – Geoff Reilly

Ookami subsidiary Akela Capital Pty Ltd (Principal) entered into a Service Agreement with Longreach Advisory Group Pty Ltd (Contractor). Under the agreement the Contractor will provide the Executive Director services of Mr Geoff Reilly to the Principal. The agreement was entered into on 10 October 2019.

The Contractor fees are annual remuneration of $24,000, paid monthly and 20% of gross revenue from clients directly generated by Contractor of the Executive invoiced and receipted monthly from the Principal’s business. Mr Reilly will be reimbursed for all reasonable expenses incurred in performing his duties. The agreement has no set term and may be terminated after a three month period by either party with 60 days written notice. There are no termination benefits payable under the agreement.

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. Non-Executive 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 and Non-Executive remuneration is approved by shareholders at the Annual General Meeting.

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 Group. However, to align Non-Executive Directors’ interests with shareholder interests, the Non-Executive Directors are encouraged to hold shares in the Group.

8 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Directors’ Report

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REMUNERATION REPORT (AUDITED)

4. Non-executive Director fee arrangements (Continued)

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 is to be paid an annual fee of $48,000 for his services as Non-Executive Director and Chairman and will be reimbursed for all reasonable expenses incurred in performing his duties.

The agreement has no set term and may be 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 Dr Brendan de Kauwe in respect of his appointment as a Non-Executive Director of the Company.

Dr de Kauwe is to be paid an annual fee of $48,000 for his services as Non-Executive Director and will be reimbursed for all reasonable expenses incurred in performing his duties.

The agreement has no set term and may be terminated with immediate effect by either Dr 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 is to be paid an annual fee of $48,000 for her services as Non-Executive Director and will be reimbursed for all reasonable expenses incurred in performing her duties.

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

Ms Poposka Kardaleva does not receive any remuneration or fees from the Group for her Executive role with the Group’s related party, Brontech Pty Ltd.

During the previous financial year, Ms Poposka Kardaleva was issued 2,000,000 performance rights under the Company’s Performance Rights Plan. The performance rights were issued as an incentive to Ms Poposka Kardaleva to become a NonExecutive Director of the Group given the experience she possesses in technology and software development which was considered complementary to the focus of the Group at the time.

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 (2019: $144,000) and cover main Board activities only. Non-Executive Directors may receive additional remuneration for other services provided to the Group during the financial year there were no other services provided.

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 or consultant of the Company or any person nominated by the Board (including Directors or Company Secretary of the Company engaged by the Company on a full or part time basis) (“Eligible Participants”).

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

9 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Directors’ Report

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REMUNERATION REPORT (AUDITED)

4. Non-executive Director fee arrangements (Continued)

Performance Conditions Linked to Remuneration

The objective of the Plan is to provide the Group 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 Group’s business activities, which the Group measures with reference to the Company’s share price. The Company remained in voluntary suspension during the financial year and hence the Company’s share price has not been a key reference in measuring the growth of the Group’s business activities during the financial year ended 30 June 2020.

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 2019 Annual General Meeting (‘AGM’)

The Company received 92% of “yes” votes on its remuneration report for 2020 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 KMP of the Group includes the Non-Executive Directors of the Company and the Executive Director of Akela Capital Pty Ltd. There are no other KMP as at 30 June 2020.

	Short Term	Post			Share-		Performance
30 June 2020	Salary &	Employment	Other		based	Total	based
	Fees	Superannuation			payments		remuneration
	$	$	$		$	$	%
Non-Executive Directors
Faldi Ismail1	48,000	-		-	-	48,000	-
Brendan de Kauwe2	48,000	-		-	-	48,000	-
Emilija Poposka Kardaleva3	48,000	-		-	10,343	58,343	18%
Executive (Akela Capital)
GeoffreyReilly 4	17,040	-		-	-	17,040	-
Total	161,040	-		-	10,343	171,383	18%
	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%

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.

1 Director fees were paid to Romfal Corporate Pty Ltd, company controlled by Faldi Ismail.

2 Director fees were paid to Attollo Corporate Pty Ltd, company controlled by Brendan de Kauwe.

3 Performance rights granted as remuneration in August 2018. During the financial year, the performance rights lapsed as the vesting conditions were not met. The expenses for the performance rights have been recognised over the vesting period.

4 Geoffrey Reilly was appointed as Director of Akela Capital Pty Ltd on 10 October 2019.

10 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Directors’ Report

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REMUNERATION REPORT (AUDITED)

6. Additional disclosures relating to equity (continued)

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 2020	Balance at the start of the year			Other changes during the year1		Vested and exercisable4	Vested and un- exercisable
Non-Executive Directors
Faldi Ismail	6,250,000	-	-	(6,250,000)	-	-	-
Brendan de
Kauwe	-	-	-	-	-	-	-
Emilija
Poposka
Kardaleva	-	-	-	-	-	-	-
Executive (Akela Capital)
Geoffrey
Reilly2	-	-	-	-	-	-	-
Total	6,250,000	-	-	(6,250,000)	-	-	-

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

No shares were issued during the year on exercise of options (2019: Nil).

KMP performance rights holdings

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

30 June 2020	Balance at the start of the year	Granted during the year		Other changes during the year		Vested and exercisable	Unvested and un- exercisable
Non-Executive Directors
Faldi Ismail	-	-	-	-	-	-	-
Brendan de
Kauwe	-	-	-	-	-	-	-
Emilija
Poposka
Kardaleva	-	2,000,000	-	(2,000,000)	-	-	-
Executive (Akela Capital)
Geoffrey
Reilly	-	-	-	-	-	-	-
Total	-	2,000,000	-	(2,000,000)	-	-	-

1 Other changes during the year includes options lapsed during the year.

2 Geoffrey Reilly was appointed as Director of Akela Capital Pty Ltd on 10 October 2019.

11 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Directors’ Report

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REMUNERATION REPORT (AUDITED)

6. Additional disclosures relating to equity (continued)

KMP performance rights holdings

30 June 2019	Balance at the start of the year	Granted during the year			Balance at the end of the year	Vested and exercisable	Unvested and un- exercisable
Non-Executive Directors
Faldi Ismail	-	-	-	-	-	-	-
Brendan de
Kauwe	-	-	-	-	-	-	-
Emilija
Poposka
Kardaleva	-	2,000,000	-	-	2,000,000	-	2,000,000
Total	-	2,000,000	-	-	2,000,000	-	2,000,000

No shares were issued to KMP during the year on exercise of performance rights (2019: Nil).

KMP Shareholdings

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

30 June 2020	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
Non-Executive Directors Faldi Ismail Brendan de Kauwe Emilija Poposka Kardaleva Executive (Akela Capital) Geoffrey Reilly Total	16,500,000 - - - 16,500,000 10,250,000 - - - 10,250,000 - - - - - - - - - -
	26,750,000 - - - 26,750,000

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
Non-Executive Directors 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

Performance Rights granted as remuneration

30 June 2020	Balance at start of the year Granted during the year Exercised Lapsed Balance end of the year
	No. Value1 No. Value No. Value No. Value No. Value
	$ $ $ $ $
*Group KMP* Faldi Ismail Brendan de Kauwe Emilija Poposka Kardaleva Geoffrey Reilly Total	- - - - - - - - - - - - - - - - - - - - 2,000,000 23,940 - - - - (2,000,000) (23,940) - - - - - - - - - - - -
	2,000,000 23,940 - - - - (2,000,000) (23,940) - -

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 expense for the performance rights have been recognised over the vesting period (refer to Note 15 for further details).

12 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

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
	No. Value No. Value No. Value No. Value No. Value
	$ $ $ $ $
*Group KMP* Faldi Ismail Brendan de Kauwe Emilija Poposka Kardaleva Total	- - - - - - - - - - - - - - - - - - - - - - 2,000,000 23,940 - - - - 2,000,000 23,940
	- - 2,000,000 23,940 - - - - 2,000,000 23,940

Description of Performance Rights issued as remuneration

Nil Performance Rights were granted as remuneration for the year ended 30 June 2020 (2019: 2,000,000).

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 VWAP for 10 consecutive trading days of shares equal or exceeds 8 cents

During the financial year the performance rights lapsed as the milestones were not met.

7. Loans to KMP and their related parties

There were no loans made to KMP and their related parties 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 KMP and their 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	KMP	Total 2020 $	Expense 2019 $	Payable 2020 $	Balance 2019 $
Adamantium Holdings	Rental of office	Faldi Ismail	(3,000)	(19,500)	-	-
Pty Ltd
Otsana Pty Ltd	AFSL Expense/	Faldi Ismail /	(2,500)	(35,071)	(38,500)	(44,648)
	Capital raising fees	Brendan de Kauwe
Otsana Pty Ltd	Corporate Advisory	Faldi Ismail /	(5,000)	(60,000)	-	-
		Brendan de Kauwe

13 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Directors’ Report

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REMUNERATION REPORT (AUDITED)

8. Other transactions and balance with KMP and their related parties (continued)

Ms Poposka Kardaleva holds 32.55% of the issued shares in Brontech Pty Ltd. There were no transactions between the Group and Brontech Pty Ltd during the current or previous year.

Rental of office space and registered office fees of $3,000 were paid to Adamantium Holdings Pty Ltd for the year ended 30 June 2020. 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 (“the Agreement”) with Otsana Pty Ltd (“Otsana”), an entity controlled by director Faldi Ismail and Brendan de Kauwe. Under the Agreement, Otsana allowed the Authorised Representative of Akela to provide Authorised Specified Services under the Financial Services Licence (AFSL) held by Otsana. As at 30 June 2020, $38,500 was payable to Otsana.

Corporate advisory fees of $5,000 were paid to Otsana Pty Ltd for the financial year ended 30 June 2020.

REMUNERATION REPORT (END)

Signed in accordance with a resolution of the Board.

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_______

Faldi Ismail Non-Executive Chairman Dated 31 August 2020

14 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

AUDITOR’S INDEPENDENCE DECLARATION TO THE DIRECTORS OF OOKAMI LIMITED

In relation to the independent audit for the year ended 30 June 2020, 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 (including Independence Standards).

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

PITCHER PARTNERS BA&A PTY LTD

PAUL MULLIGAN Executive Director Perth, 31 August 2020

Pitcher Partners BA&A Pty Ltd

Adelaide Brisbane Melbourne Newcastle Perth Sydney

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

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.

Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended 30 June 2020

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Note	30 June 2020 $ 30 June 2019 $
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 Loss before income tax Income tax expense 4 Loss for the year after income tax Other comprehensive income/(loss): *Items that may be not reclassified subsequently to profit or loss* Fair value movement of financial asset at fair value through OCI 17(f) Total other comprehensive loss for the year Total comprehensive loss for the year Basic loss per share (cents per share) 7 Diluted loss per share (cents per share) 7	925 46,613 824 3,874 (161,040) (144,000) (62,990) (34,645) (45,744) (134,375) (2,163) (27,984) (121,319) (236,444) (10,343) (38,557) (37,330) (43,721) (3,000) (18,000) (367) (14,428) (718) (718) (145,293) (135,914) (363,469) (4,616) (28,709) (41,553)
	(980,736) (824,468) - -
	(980,736) (824,468)
	(270,697) -
	(270,697) -

	(1,251,433) (824,468)
	(0.37) (0.25) (0.37) (0.25)

The accompanying notes form part of these financial statements.

16 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Statement of Financial Position As at 30 June 2020

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Note	30 June 2020 $ 30 June 2019 $
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	410,051 855,581 8,813 21,254 24,780 16,747
	443,644 893,582
	933,240 1,203,937 146 508,908 1,900 2,618
	935,286 1,715,463

	1,378,930 2,609,045
	85,459 74,484
	85,459 74,484

	85,459 74,484

	1,293,471 2,534,561
	27,439,194 27,439,194 (221,797) 410,514 (25,923,926) (25,315,147)
	1,293,471 2,534,561

The accompanying notes form part of these financial statements.

17 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Statement of Changes in Equity For the year ended 30 June 2020

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	Issued Capital Fair value reserve of financial assets at FY through OCI Share Based Payment Reserve Accumulated Losses Total
Balance at 1 July 2019 Loss for the year Other comprehensive loss Total comprehensive (loss) for the year Transactions with owners, recognised directly in equity Performance Rights recognised during the year Options lapsed during the year Balance at 30 June 2020 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 recognised during the year Options lapsed during the year Capital raising costs Balance at 30 June 2019	$ $ $ $ 27,439,194 - 410,514 (25,315,147) 2,534,561 - - (980,736) (980,736) - (270,697) - - (270,697)
	- (270,697) - (980,736) (1,251,433)
	- - 10,343 - 10,343 - - (371,957) 371,957 -
	27,439,194 (270,697) 48,900 (25,923,926) 1,293,471
	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

The accompanying notes form part of these financial statements.

18 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Statement of Cash Flows

For the year ended 30 June 2020

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Note	30 June 2020 $ 30 June 2019 $
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 development of software platform 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	(396,940) (552,443) (50,339) (149,723) 824 3,874 925 66,263
	(445,530) (632,029)
	- (59,438)
	- (59,438)
	- 300,000 - (3,375)
	- 296,625
	(455,530) (394,842) 855,581 1,250,423
	410,051 855,581

The accompanying notes form part of these financial statements.

19 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Notes to the Financial Statements For the year ended 30 June 2020

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These financial statements cover Ookami Limited (“the Company”) and its controlled entity 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 financial statements are presented in Australian dollars, which is also the Company’s functional currency.

The financial statements were issued in accordance with a resolution by the Board on 31 August 2020.

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 2019, 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 Company, being the parent company, 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 Group:

The Group has applied all new and revised Australian Accounting Standards that apply to annual reporting periods beginning on or after 1 July 2019, including AASB 16 Leases (“AASB 16”) .

AASB 16 replaces AASB 117 Leases and introduces as single lessee accounting model that requires a lessee to recognise a right-of-use assets and lease liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. Right-of-use assets are initially measured at cost and lease liabilities are initially measured on a present value basis. Subsequent to initial recognition:

(a) Right-of-use assets are accounted for on a similar basis to non-financial assets, whereby the right-of-use asset is accounted for on a cost basis unless the underlying asset is accounted for on a revaluation basis, in which case if the underlying asset is:
i. Investment property, the lessee applies the fair value model in AASB 140 Investment Property to the right-of-use assets; or
ii. Property, plant or equipment, the applies the revaluation model in AASB 116 Property, Plant and Equipment to all of the right-of-use assets that relate to that class of property, plant and equipment; and
(b) Lease liabilities are accounted for on a similar basis to other financial liabilities, whereby interest expense is recognised in respect of the lease liability and the carrying amount of the lease liability is reduced to reflect the principal portion of lease payment made.

20 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Notes to the Financial Statements For the year ended 30 June 2020

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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

b) Basis of Preparation (Continued)

AASB 16 substantially carries forward the lessor accounting requirement 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 application of the above new standard has had no material impact on the transactions and balance recognised in the financial statements for the year ended 30 June 2020 on the basis the Group has no leases that fall within the scope of AASB 16.

Going Concern

The Consolidated Statement of Profit and Loss and Other Comprehensive income shows that the Group incurred a net loss of $1,251,433 during the year ended 30 June 2020 (2019: loss of $824,468). The Consolidated Statement of Financial Position shows that the Group had cash and cash equivalents of $410,051 (2019: $855,581), a net current asset position of $358,185 (2019: $819,098) and a net asset position of $1,293,471 (2019: $2,534,561) as at 30 June 2020.

The spread of novel coronavirus (“COVID-19”) was declared a public health emergency by the World Health Organisation on 31 January 2020 and upgraded to a global pandemic on 11 March 2020. The rapid rise of the virus has seen unprecedented global response by Governments, regulators, and industry sectors. The Australian Federal Government enacted its emergency plan on 29 February 2020 which has seen the closure of Australian borders from 20 March 2020, an increasing level of restrictions on corporate Australia’s ability to operate, significant volatility and instability in financial markets.

The COVID-19 pandemic resulted in uncertain economic market conditions in which the Group is operating and a decrease in revenue generated by the subsidiary Akela Pty Ltd.

Notwithstanding the uncertainty surrounding COVID-19, these financial statements have been prepared on a going concern basis. In arriving at this position the Directors have had regard to the fact that based on the matters noted below the Group has, or in the directors opinion, will have access to, sufficient cash to fund administrative and other committed expenditure for a period of at least 12 months from the date of signing this report.

In forming this view the directors have taken into consideration the following:

Keeping both administrative and development costs to a minimum through careful cash management, with an option to defer payment of related party payments.

Should the Group not achieve the matters set out above there is significant uncertainty whether the Group will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial statements. The financial statements do not include any adjustment relating to the recoverability or classification of recorded asset amounts or to the amounts or classification of liabilities that might be necessary should the Group not be able to continue as a going concern and meet its debts as and when they fall due.

c) Principles of Consolidation

The financial statements comprise the financial statements of the Group and its subsidiary as at 30 June 2020. 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.

21 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Notes to the Financial Statements For the year ended 30 June 2020

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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

c) Principles of Consolidation (continued)

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 Consolidated Statement of Profit and Loss and Other 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 entity is disclosed in Note 20.

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.

22 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Notes to the Financial Statements For the year ended 30 June 2020

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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

d) Income tax (continued)

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) Impairment of non-financial assets

At the end of each reporting period, the Board 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. Refer to note 10 for further details.

f) 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.

g) Intangible assets (continued)

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. Refer to note 10 for further details.

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.

23 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Notes to the Financial Statements For the year ended 30 June 2020

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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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 Consolidated Statement of Financial Position.

Cash flows are presented in the Consolidated 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 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.

24 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Notes to the Financial Statements For the year ended 30 June 2020

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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 (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.

q) Earnings per share

Basic earnings per share is calculated by dividing:

the profit attributable to members of the Company, 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 financial statements are presented in Australian dollars, which is also the 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.

r) Fair value measurement

When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.

Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

Financial assets and liabilities measured at fair value are classified, into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement.

25 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Notes to the Financial Statements For the year ended 30 June 2020

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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

r) Fair value measurement (continued)

For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data.

s) Financial Instrument

Recognition and derecognition

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

Classification and initial measurement of financial assets

Financial assets are classified according to their business model and the characteristics of their contractual cash flows. Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable).

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.

Financial assets at fair value through profit or loss

Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss.

Impairment of financial assets

The Group recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the Group’s assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain.

Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss recognised is measured based on the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.

t) Critical accounting estimates, judgements and assumption

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.

26 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Notes to the Financial Statements For the year ended 30 June 2020

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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

t) Critical accounting estimates, judgements and assumption (continued) 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

The Group’s financial investment in the unquoted equity shares of Brontech Pty Ltd and National Currency exChange Group Limited are not traded in an active market. Given the investments are considered level 3 investments, there is a significant level of Director judgment required to determine fair value as at any given reporting date. The investments have been fair valued using significant unobservable inputs for which market data is not available and developed using the best information available about the assumptions that market participants would use when pricing the asset. The following table provides the fair value of the financial assets held by the Group as at 30 June 2020.

30 June 2020 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 Pty Ltd 30 June 2020 Investment in National Currency eXchange Group 30 June 2020 Total financial assets	$ $ $ $ 933,240 - - 933,240 - - - -
	933,240 - - 933,240

Historically, in determining the fair value of its investments in Brontech Pty Ltd and National Currency exChange Group Limited, the Group has concluded that cost is an appropriate estimate of fair value in the absence of any more reliable information to determine the investment’s fair value. The Group has conducted an internal assessment as at 30 June 2020 to determine whether this conclusion continues to remain appropriate.

Brontech Pty Ltd

As a result of the internal assessment with regards to Brontech Pty Ltd, the Group concluded that cost remains an appropriate estimate of the fair value of the investment as there have been no matters or circumstances arising to provide the Group with a substantive indication that this conclusion is no longer appropriate.

Matters considered during the internal assessment included:

That there has been no capital raised by Brontech Pty Ltd since the time of the Group’s investment in Brontech Pty Ltd. A further capital raise could be relied on by the Group as an independent, third party indication of the investment’s fair value;
Brontech Pty Ltd’s financial performance, which has improved during the period but not to a degree to justify either an increase or decrease in the Group’s investment; and
Despite the impact of COVID-19 on the business, Brontech Pty Ltd was able to progress its operating objectives and was able to achieve an improvement in financial performance in comparison to the previous financial year.

In the absence of any other more reliable indicators of the fair value of the investment, and the potential range of results possible from applying generally accepted valuation techniques, the Directors conclude that cost represents the best estimate of fair value within that range.

National Currency exChange Group Limited (“NCX”)

As announced on 20 September 2019, the Group intended to divest its investment in NCX by entering into a binding Sale Share Agreement with Lateral Capital Ventures Pty Ltd ("Lateral”) to dispose of the investment on behalf of the Group. Given the occurrence of COVID-19 resulting in an uncertain economic market, this has impacted Lateral’s ability to dispose of the investment. Consequently the Directors have assessed the fair value of the investment as at 30 June 2020 and on the basis that no reliable information is available to determine an appropriate estimate of fair value and the uncertainty

27 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Notes to the Financial Statements For the year ended 30 June 2020

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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

t) Critical accounting estimates, judgements and assumption (continued)

within the external operating environment, the Directors consider it prudent to value the investment at $nil as at 30 June 2020.

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, the Group monitors whether the recognition requirements continue to be met and whether there are any indicators that capitalised costs may be impaired.

Assessment of control or significant influence

At each reporting date the Group assesses the nature of the arrangement that exists with each of the entities that it invests in (“investee”) to determine the appropriate accounting treatment in the Consolidated financial report. Significant judgment is required to be applied in considering the level of influence that the Group may have in directing the operational and decision making of the investees. Factors that determine the level of influence include, but are not limited to, percentage of equity holding in the investee, board representation and voting rights. Depending on the Groups conclusion as to the level of influence that exists at each reporting date, the Group may consolidate the results of the investee, equity account the results of the investee or hold the investee as a financial asset at fair value through other comprehensive income in the Groups Consolidated Statement of Financial Position.

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 (“ECLs”) 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.

Utilisation of Tax Losses

A company cannot carry forward losses unless it satisfies either the “continuity of ownership” test (ITAA97 s 165-12) or the “same business” test (ITAA97 s 165-13) as described in the Income Tax Assessment Act 1997. The Group has determined that it satisfies these tests for the current reporting period and will continue to reassess its conclusion at each subsequent reporting date.

Where forward-looking information (such as a significant change in economic conditions) 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 based on expected future cash flows and uses an interest rate to discount them.

28 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Notes to the Financial Statements For the year ended 30 June 2020

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NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

u) 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	NOTE 2: REVENUE AND OTHER INCOME	30 June 2020 $ 30 June 2019 $
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		925 26,613 - 20,000
		925 46,613
		824 3,874
		824 3,874

NOTE 3: LOSS FOR THE YEAR		30 June 2020 $ 30 June 2019 $
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		(36,000) (60,000) (9,744) (74,375)
		(45,744) (134,375)
		(85,827) (82,123) (29,500) (30,500) (5,992) (123,821)
		(121,319) (236,444)

NOTE 4: INCOME TAX		30 June 2020 $ 30 June 2019 $
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% (2019: 27.5%) Non-deductible items Non-deductible expenditure		- - - -
		- -
		(269,702) (226,729) 2,844 19,157

29 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

For the year ended 30 June 2020

Consolidated Notes to the Financial Statements

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NOTE 4: INCOME TAX (CONTINUED)	30 June 2020 $ 30 June 2019 $
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 Intangibles & PPE 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 Offset against DTA/DTL not recognised e) Deferred income tax related to items charged or credited directly to equity comprises: Decrease/(increase) in deferred tax assets (Decrease)/increase in deferred tax liabilities Offset against DTA/DTL not recognised f) Deferred tax assets not brought to account1 Temporary differences Operating tax losses Capital losses	266,858 207,572
	- -
	619,522 738,099 9,277 16,277 7,036 53,129 59,093
	694,928 807,505 - (47,549)
	- (47,549)
	(208,489) (209,475) (51,586) 975 260,075 208,500
	- -
	- 928 - - - (928)
	- -
	75,406 21,856 611,079 738,099 8,443 -
	694,928 759,956

Carry forward losses

Potential future income tax benefits attributable to tax losses carried forward have not been brought to account at 30 June 2020, because the Directors do not believe it is appropriate to regard realisation of the future income tax benefits as probable.

1The gross value of deferred tax assets not brought to account are temporary differences $274,204 (2019: $79,476), operating tax losses $2,222,105 (2019: $2,683,996) and capital losses $30,701 (2019: $nil).

30 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Notes to the Financial Statements For the year ended 30 June 2020

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NOTE 5: KEY MANAGEMENT PERSONNEL COMPENSATION	30 June 2020 $ 30 June 2019 $
The totals of remuneration paid to KMP during the year are as follows: Short-term employee benefits Equity Settled Total KMP Compensation	161,040 144,000 10,343 13,597
	171,383 157,597

Loans to KMP and their related parties

There were no loans made to KMP and their related parties during the financial year.

Other transactions and balances with KMP and their related parties

Refer to note 18 for detailed notes on other transactions with KMP and their related parties.

NOTE 6: AUDITOR’S REMUNERATION	NOTE 6: AUDITOR’S REMUNERATION	30 June 2020 $ 30 June 2019 $
Remuneration of the auditor of the Group (Pitcher Partners BA&A Pty Ltd) for: - Audit or review of the financial reports Remuneration of auditor related entity for non-audit services - Pitcher Partners (WA) Pty Ltd - taxation		29,500 30,500 6,650 5,500
		36,150 36,000

NOTE 7: (LOSS)/EARNINGS PER SHARE		30 June 2020 $ 30 June 2019 $
(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		(1,251,433) (824,468)
		340,739,459 328,446,308 - -
		340,739,459 328,446,308

NOTE 8: CASH AND CASH EQUIVALENTS		30 June 2020 $ 30 June 2019 $
NOTE 8a: CASH AND CASH EQUIVALENTS Cash at bank Term deposit Total cash and cash equivalents in the statement of cash flows The effective interest rate on short-term bank deposit was 1.2% (30 June 2019: NOTE 8b: CASH FLOW INFORMATION Loss after income tax Non-cash flows in loss after income tax Share based payment expense Amortisation, depreciation and impairment expense Tokens received as consideration for platform listing fees Bad debt expense Changes in assets and liabilities (Increase)/Decrease in receivables (Increase)/Decrease in other assets Increase/(Decrease) in payables Cash flows used in operating activities		390,051 835,581 20,000 20,000
		410,051 855,581
		2.4%). 30 June 2020 $ 30 June 2019 $ (980,736) (824,468) 10,343 38,557 509,480 141,248 - (5,000) 10,000 - 2,442 35,020 (8,034) (1,637) 10,975 (15,749)
		(445,530) (632,029)

31 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Notes to the Financial Statements For the year ended 30 June 2020

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NOTE 8: CASH AND CASH EQUIVILENTS (CONTINUED)

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.

NOTE 9: TRADE AND OTHER RECEIVABLES	30 June 2020 $ 30 June 2019 $
CURRENT Trade receivables GST receivables	- 11,000 8,813 10,254
	8,813 21,254

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.

NOTE 10: INTANGIBLE ASSETS	30 June 2020 $ 30 June 2019 $
NON-CURRENT – AKELA PLATFORM Balance at the beginning of the year Additions Amortisation expense Provision for impairment NON-CURRENT – TOKEN Balance at the beginning of the year Additions(i) Provision for impairment	508,524 585,000 - 59,438 (145,293) (135,914) (363,231) -
	- 508,524
	384 - - 5,000 (238) (4,616)
	146 384

Intangible assets relate to the development of the Akela Platform. 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.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives and only when an impairment indicator is present for intangible assets that are being amortised. The Group has assessed the Akela Platform for indicators of impairment as at 30 June 2020 and following review and consideration of internal and external indicators, concluded that based on the occurrence of COVID-19 resulting in uncertain economic market conditions in which the Group is operating, a significant decrease in revenue and forecasted negative cashflows based on no revenue being generated by the Akela Platform, indicators of impairment did exist. Consequently, the Group concluded that the recoverable amount of the Akela Platform was $nil based on a value in use (VIU) valuation methodology and all previously capitalised development expenditure was fully impaired as at 30 June 2020. As part of the exercise performed and for comparison purposes, the Directors have further considered whether a fair value less costs of disposal (FVLCD) valuation methodology may result in a recoverable amount higher than $nil. Based on the same factors as noted above, the Directors have concluded that a recoverable amount determined in accordance with a FVLCD valuation methodology would not be materially different to that calculated by the VIU model.

(i) 18,519 tokens received from Soar SG Pte Ltd (“Soar”) for platform listing fees rendered for Soar’s TGE during last financial year.

32 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Notes to the Financial Statements For the year ended 30 June 2020

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NOTE 11: FINANCIAL ASSETS AT FAIR VALUE THROUGH OCI	30 June 2020 $ 30 June 2019 $
NON-CURRENT Investment in Brontech Pty Ltd Investment in National Currency eXchange Group	933,240 933,240 - 270,697
	933,240 1,203,937

The Group has applied significant judgment in determining that it does not exercise control or have significant influence over any entities it invests in. The determination includes, amongst other factors, level of equity interest held, board representation and voting rights.

The fair value of the financial assets at fair value through OCI has been determined in accordance with the fair value hierarchy disclosed in note 17f and the judgments disclosed in note 1t.

There were no new investments acquired during the financial year ended 30 June 2020 and no changes in the number of shares held in the existing investments.

NOTE 12: TRADE AND OTHER PAYABLES	30 June 2020 $ 30 June 2019 $
CURRENT Trade payables 49,132 12,726 Other payables 36,327 61,758 85,459 74,484 All amounts are short-term. The carrying values of trade payables and other payables are considered to approximate fair value.	49,132 12,726 36,327 61,758
	85,459 74,484
NOTE 13: ISSUED CAPITAL	30 June 2020 $ 30 June 2019 $
(a) Share Capital 340,739,459 (30 June 2019: 340,739,459 ) fully paid ordinary shares (b) Movements in fully paid Ordinary Capital Date Balance at the beginning of the reporting period 1 July 2018 Issue Collateral Shares to Acuity Capital (i) 21 September 2018 Issue of Shares 28 February 2019 Share issue costs Balance at the end the reporting period 30 June 2019 Balance at the end of the reporting period 30 June 2020
	27,439,194 27,439,194

	Number $
	311,739,459 27,142,569
	16,000,000 - 13,000,000 300,000 - (3,375)
	340,739,459 27,439,194

	340,739,459 27,439,194

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

(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.

33 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Notes to the Financial Statements For the year ended 30 June 2020

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NOTE 13: ISSUED CAPITAL (CONTINUED)

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: RESERVES	30 June 2020 $ 30 June 2019 $
Share based payment reserve Movements Balance at the beginning of the year Issue of 2,000,000 options – consideration for services – Finind Pty Ltd Issue of 2,000,000 performance rights to Non-Executive Director Emilija Poposka Kardaleva in 2019 Expiry of 39,979,730 unlisted options Expiry of 25,500,000 unlisted options Balance at the end of the year	48,900 410,514
	48,900 410,514
	410,514 814,314 - 24,960 10,343 13,597 - (442,357) (371,957) -
	48,900 410,514

NOTE 15: SHARE BASED PAYMENTS

Details of share-based payment arrangements entered into during the year ended 30 June 2020

No share-based payment arrangement entered during the year ended 30 June 2020.

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 Non-Executive 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 (8 August 2018) and each class expensed over the vesting period. During the year ended 30 June 2020 a share-based payment expense of $10,343 was recognised (2019: $13,597). During the financial year ended 30 June 2020, the performance rights lapsed as the milestones attached on the performance rights were not met.

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. The Unlisted Options have been valued at grant date (8 August 2018) and each class expensed over the vesting period. During the year ended 30 June 2019 a share-based payment expense of $24,960 was recognised as the Unlisted Options fully vested in the year.

34 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Notes to the Financial Statements For the year ended 30 June 2020

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NOTE 15: SHARE BASED PAYMENTS (CONTINUED)

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

	2020 2019
	Number of Options Weighted average exercise price Number of Options Weighted average exercise price
Outstanding at the beginning of the year Granted Forfeited Exercised Lapsed Outstanding at year end Exercisable at year end	27,500,000 0.029 65,479,730 0.0264 - - 2,000,000 0.0263 - - - - - - - - (25,500,000) 0.020 (39,979,730) 0.0202
	2,000,000 0.030 27,500,000 0.0290
	- - - -

Share based payment options outstanding at 30 June 2020

Options outstanding at 30 June 2020, issued in prior periods are as follows:

Number of Options	Exercise Price	Expiry Date	Details
2,000,000	$0.03	3 September 2020	Adviser options

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

	2020 2019
	Number of Performance Rights Weighted average exercise price Number of Performance Rights Weighted average exercise price
Outstanding at the beginning of the year Granted Forfeited Exercised Lapsed Outstanding at year end Exercisable at year end	2,000,000 - - - - - 2,000,000 - - - - - - - - - (2,000,000) - - -
	- - 2,000,000 -
	- - - -

Summary of the inputs used in the valuation of the options and performance rights

No options or performance rights were issued during the year ended 30 June 2020.

	Options	Performance Rights
		Class D	Class E
Share price at date of issue	$0.023	$0.023	$0.023
Grant date	8/8/2018	8/08/2018	8/08/2018
Exercise price	$0.03	Nil	Nil
Expiry date	3/9/2020	-	-
Term	-	18 months	18 months
Share price target		$0.060	$0.080
Expected volatility (i)	132%	132%	132%
Risk free interest rate	2.02%	2.02%	2.02%
Expected dividends	Nil	Nil	Nil
Employee exit rate	-	3%	3%
Value per instrument	$0.01248	$0.01321	$0.01073
Number of instruments	2,000,000	1,000,000	1,000,000
Total value of instruments	$24,960	$13,210	$10,730

35 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Notes to the Financial Statements For the year ended 30 June 2020

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NOTE 15: SHARE BASED PAYMENTS (CONTINUED)

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

Share-based payments expense

	30 June 2020 $ 30 June 2019 $
Expense of options issued Expense of performance rights issued Total expense recognised in profit or loss Total expense recognised in equity Total share-based payments expense	- 24,960 10,343 13,597
	10,343 38,557 - -
	10,343 38,557

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.

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) 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:

36 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Notes to the Financial Statements For the year ended 30 June 2020

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NOTE 17: FINANCIAL INSTRUMENTS (CONTINUED)

2020	Fixed interest rate maturing in:
	Floating interest rate 1 year or less Non-interest Bearing Total Weighted average effective interest rate
	$ $ $ $
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	390,051 20,000 - 410,051 0.13% - - 8,813 8,813 - 390,051 20,000 8,813 418,864 - - (49,132) (49,132) - - - (49,132) (49,132) 390,051 20,000 (40,319) 369,732
2019	Fixed interest rate maturing in:
	Floating interest rate 1 year or less Non-interest Bearing Total Weighted average effective interest rate
	$ $ $ $
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	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

Sensitivity Analysis

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

	Movement in Profit		Movement in Equity
	$		$
Year ended 30 June 2020
+/- 1% in interest rates		6,328		6,328
Year ended 30 June 2019
+/- 1% in interest rates		10,530		10,530

(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 Consolidated 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.

37 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Notes to the Financial Statements For the year ended 30 June 2020

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NOTE 17: FINANCIAL INSTRUMENTS (CONTINUED)

Note	30 June 2020 $ 30 June 2019 $
Cash and cash equivalents – AA Rated 8a	410,051 855,581
	410,051 855,581

(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 Consolidated 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.

2020 Interest rate	Less than 6 months 6-12 months 1-2 years 2-5 years Over 5 years Total contractual cash flows Carrying amount assets/ (liabilities)
	$ $ $ $ $ $ $
Financial liabilities at amortised cost Trade and other payables	(49,132) - - - - (49,132) (49,132)
	(49,132) - - - - (49,132) (49,132)

2019 Interest rate	Less than 6 months 6-12 months 1-2 years 2-5 years Over 5 years Total contractual cash flows Carrying amount assets/ (liabilities)
	$ $ $ $ $ $ $
Financial liabilities at amortised cost Trade and other payables	(12,726) - - - - (12,726) (12,726)
	(12,726) - - - - (12,726) (12,726)

(d) Foreign currency risk

The exposure this investment at 30 June 2020 and the investment as at 30 June 2019 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.

38 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Notes to the Financial Statements For the year ended 30 June 2020

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NOTE 17: FINANCIAL INSTRUMENTS (CONTINUED)

	*Consolidated*
Judgements of reasonably possible movements between the US Dollar and Australian Dollar	Effect on Post Tax Loss ($) Increase/(decrease) Effect on Equity excluding profit and loss ($) Increase/(decrease)
	2020 2019 2020 2019
Increase 10% Decrease 10%	- (24,600) - 24,600 - 30,066 - (30,066)

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 over the medium to longer terms which is demonstrated within the following table showing the impact of reasonably possible changes in price, with all other variables constant, on the Group’s Consolidated Statement of Profit or Loss and Other Comprehensive Income.

	*Consolidated*
Judgements of reasonably possible movements in estimated share price	Effect on OCI ($) Increase/(decrease) Effect on Equity ($) Increase/(decrease)
	2020 2019 2020 2019
Increase 10% Decrease 10%	- 93,324 - 93,324 - (93,324) - (93,324)

Given the significant judgment involved in determining fair value, a sensitivity of 10% movement in estimated share price has been used for illustrative purposes on the basis it is not possible to determine a reasonably possible movement with any certainty. Note that the above table only considers Brontech Pty Ltd as a result of the Directors assessment that the fair value of the NCX investment is $nil.

In addition, any options on issue as at the reporting date within the non-listed entities the Group has invested in that are subsequently exercised may result in a change to the Group’s percentage of equity holding. This in turn may impact the fair value of the Group’s investment held in that entity. Such risk is managed through diversification of investments.

(f) Net fair value of financial assets and liabilities

Fair value hierarchy

Assets and liabilities measured and recognised at fair value have been determined by the following fair value measurement hierarchy:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
Level 3: Inputs for the asset or liability that are not based on observable market data .

Measurement of fair value financial instruments

39 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Notes to the Financial Statements For the year ended 30 June 2020

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NOTE 17: FINANCIAL INSTRUMENTS (CONTINUED)

2020 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 Pty Ltd 30 June 2020 Investment in National Currency eXchange Group Limited 30 June 2020	933,240 - - 933,240 - - - -

(f) Net fair value of financial assets and liabilities

The fair value of the financial assets at fair value through OCI has been determined in accordance with the fair value hierarchy disclosed above and the judgments disclosed in note 1t.

The carrying value of 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. The fair value of financial instrument of the Group approximate their carrying value.

Reconciliation of level 3 fair value movements

	30 June 2020 30 June 2019
Financial investment in unquoted equity shares Opening balance Purchase / Issues Fair value movement recognised in other comprehensive income Closing balance 30 June 2020	1,203,937 1,203,937 - - (270,697) -
	933,240 1,203,937

(g) Financial arrangements

The Group has no other financial arrangements in place.

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	KMP	Total 2020 $	Expense 2019 $	Payable 2020 $	Balance 2019 $
Adamantium Holdings	Rental of office	Faldi Ismail	(3,000)	(19,500)	-	-
Pty Ltd
Otsana Pty Ltd	AFSL Expense/	Faldi Ismail /	(2,500)	(35,071)	(38,500)	(44,648)
	Capital raising fees	Brendan de Kauwe
Otsana Pty Ltd	Corporate Advisory	Faldi Ismail /	(5,000)	(60,000)	-	-
		Brendan de Kauwe

Ms Poposka Kardaleva holds 32.55% of the issued shares in Brontech Pty Ltd. There were no transactions between the Group and Brontech Pty Ltd during the current or previous year.

40 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Notes to the Financial Statements For the year ended 30 June 2020

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NOTE 18: RELATED PARTY TRANSACTIONS (CONTINUED)

Corporate advisory fees of $5,000 were paid to Otsana Pty Ltd for the financial year ended 30 June 2020.

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	30 June 2020 $ 30 June 2019 $
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 INCOME (Loss)/profit for the year Total comprehensive (loss)/income	427,537 838,052 935,140 1,748,017
	1,326,677 2,586,069
	33,986 22,346
	33,986 22,346

	1,328,691 2,563,723
	27,439,194 27,439,194 48,900 410,514 (26,159,403) (25,285,985)
	1,328,691 2,563,723
	(1,245,376) (1,187,136)
	(1,245,376) (1,187,136)

As at 30 June 2020, the Company does not have any commitments, guarantees and contingent liabilities.

NOTE 20: CONTROLLED ENTITY

The subsidiary listed below has share capital consisting solely of ordinary shares held directly by Ookami Limited. 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	2020	Percentage Owned	2019
Akela Capital Pty Ltd	Australia	Ordinary	100%		100%

41 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Consolidated Notes to the Financial Statements For the year ended 30 June 2020

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NOTE 21: COMMITMENTS

There are no commitments at the end of the reporting period (2019: $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

42 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Directors’ Declaration For the year ended 30 June 2020

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In the opinion of the Directors of Ookami Limited (“the Company”) and its controlled entity (“the Group”):

The financial statements and notes thereto are 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 2020 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 Company will be able to pay its debts as and when they become due and payable.
The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Chief Executive Officer (equivalent) and Chief Financial Officer (equivalent) for the financial year ended 30 June 2020.

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

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_______ Faldi Ismail Non-Executive Chairman Dated 31 August 2020

43 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

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 2020, 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 2020 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 (including Independence Standards) (“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.

Material Uncertainty Related to Going Concern

We draw attention to Note 1b to the consolidated financial report which indicates that the Group incurred a net loss of $1,251,433 during the year ended 30 June 2020 (2019: $824,468), and as of that date, the Group had net current assets of $358,185 (2019: $819,098) and net assets of $1,293,471 (2019: $2,534,561). Management has prepared a detailed plan covering their administrative and other committed expenditure requirements and having considered their current and projected financial position, they believe they have sufficient cash in order to meet these expenditures. These conditions, along with other matters as set forth in Note 1b to the financial statements, indicate that a material uncertainty exists that may cast significant doubt about the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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.

Pitcher Partners BA&A Pty Ltd

Adelaide Brisbane Melbourne Newcastle Perth Sydney

OOKAMI LIMITED ABN 67 009 081 770

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF OOKAMI LIMITED

Key Audit Matter

How our audit addressed the key audit matter

Valuation of Intangible Assets

Refer to Note 10 to the financial report

As at 30 June 2020, the Group had capitalised expenditure in relation to the Akela Platform (the “Akela Platform”) amounting to $644,438 in total and had recognised amortisation to date of $281,207.

The carrying value of the Akela Platform is assessed for impairment by the Group when facts and circumstances indicate that the capitalised expenditure may exceed its recoverable amount.

As at 30 June 2020, the Group considered impairment indicators were present and consequently calculated the recoverable amount of the Akela Platform to be $nil. The Group therefore recognised an impairment expense of $363,231 in profit and loss for the year ended 30 June 2020.

Our procedures included, amongst others:

Obtaining an understanding of and evaluating the processes and controls associated with the assessment of impairment indicators.

Assessing the appropriateness of the Group’s judgment and conclusion that there were impairment indicators present as at 30 June 2020. In doing so considering internal and external impairment factors and assessing the appropriateness of conclusions reached.

Assessing the Group’s calculation of the recoverable amount of the Akela Platform. 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 assessing whether there are impairment indicators present and in the calculation of the recoverable amount of the Akela Platform, we consider this to be a key audit matter.

Accounting for Financial Investment in Brontech Pty Ltd

Refer to Note 11 to the financial report

Included in the consolidated statement of financial position as at 30 June 2020 is an amount for $933,240 relating to the Group’s financial investment in Brontech Pty Limited (“Brontech”). This amount represents 67.68% of total assets as at 30 June 2020.

As at the 30 June 2020 the Group holds 18.23% of the issued share capital in Brontech.

Emma Poposka, a Non-Executive Director of the Group, is the CEO of Brontech and holds 32.55% of the issued share capital of Brontech.

Pitcher Partners BA&A Pty Ltd

Our procedures included, amongst others:

Obtaining an understanding of the share ownership structure of Brontech, including the ability of the non-Company shareholders either individually, or collectively, to control Brontech and whether the Company is exposed to, or has rights, to variable returns from its involvement with the investee through its power over the investee.

Assessing the appropriateness of the Group’s judgement that it does not hold the power to participate in the financial and operating policy decisions of Brontech given the significance of the Group’s financial investment in Brontech to the consolidated

Adelaide Brisbane Melbourne Newcastle Perth Sydney

OOKAMI LIMITED ABN 67 009 081 770

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF OOKAMI LIMITED

At each reporting date the Group assesses the nature of its arrangement with Brontech and the level of influence that exists to determine the appropriate accounting treatment in the consolidated financial report.

statement of financial position as at 30 June 2020.

Assessing the adequacy of disclosures in the financial report, including related party disclosures.

The determination of the level of influence that the Group may have over Brontech involves a number of judgments including but not limited to:

Percentage of equity holding;
Board of Directors representation; and
Voting rights.

Due to the significance to the Group’s financial report and the level of judgment involved in determining the level of influence that exists with regards to Brontech, we consider this to be a key audit matter.

Valuation of Financial Assets

Refer to Note 11 to the financial report

Included in the consolidated statement of financial position as at 30 June 2020 is an amount for $933,240 relating to the Group’s financial investment in Brontech and National Currency eXchange Group Limited (“the Investees”). This amount represents 67.68% of total assets.

Although considered to be non-complex in nature, the Group’s financial investment in the Investees is 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” financial investment in the Investees, we consider this to be a key audit matter.

Our procedures included, amongst others: Obtaining an understanding of and evaluating the process and controls associated with determining the valuation of the Group’s financial investment in the Investees as at 30 June 2020, including any judgements or estimates adopted in the valuation methodology applied to determine fair value in accordance with AASB 13 Fair Value Measurement . In doing so reviewing and challenging the judgements or estimates made by management used in determining the fair value of the Investees as at 30 June 2020.

Assessing the adequacy of the disclosures in the financial report.

Pitcher Partners BA&A Pty Ltd

Adelaide Brisbane Melbourne Newcastle Perth Sydney

OOKAMI LIMITED ABN 67 009 081 770

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF OOKAMI LIMITED

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 2020, 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.

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

Adelaide Brisbane Melbourne Newcastle Perth Sydney

Pitcher Partners BA&A Pty Ltd

OOKAMI LIMITED ABN 67 009 081 770

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF OOKAMI LIMITED

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, actions taken to eliminate threats or safeguards applied.

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 7 to 14 of the directors’ report for the year ended 30 June 2020. In our opinion, the Remuneration Report of Ookami Limited, for the year ended 30 June 2020, 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.

Pitcher Partners BA&A Pty Ltd

Adelaide Brisbane Melbourne Newcastle Perth Sydney

OOKAMI LIMITED ABN 67 009 081 770

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF OOKAMI LIMITED

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PITCHER PARTNERS BA&A PTY LTD

PAUL MULLIGAN Executive Director Perth, 31 August 2020

Pitcher Partners BA&A Pty Ltd

Adelaide Brisbane Melbourne Newcastle Perth Sydney

Corporate Governance Statement

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This Corporate Governance Statement is current as at 31 August 2020 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 3[rd] 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.

On 30 June 2020, the Board approved a new Corporate Governance Plan in line with the ASX Corporate Governance Principles and Recommendations 4[th] Edition (Recommendations). The Company will be reporting against these recommendations for the financial year ending 30 June 2021.

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

50 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Corporate Governance Statement

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adopted, and that its practice is consistent with, a number of guidelines including:

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.

51 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

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)

52 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

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 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.

53 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

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.

54 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

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.

55 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

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 of which $12,000 has been accrued (ASX announcement 11 May 2020). 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.

56 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

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.

57 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Additional Shareholder Information For the year ended 30 June 2020

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ASX ADDITIONAL INFORMATION

The shareholder information set out below was applicable as at 23 July 2020.

As at 23 July 2020 there were 2,252 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

Holder Name	Holding	% IC
Acuity Capital Investment Management Pty Ltd	16,132,594	4.73%
Romfal Sifat Pty Ltd	11,500,000	3.38%
Buzz Capital Pty Ltd	10,738,235	3.15%
Attollo Investments Pty Ltd	9,000,000	2.64%
Hsbc Custody Nominees (Australia) Limited	7,251,318	2.13%
Freeman Road Pty Ltd	7,000,000	2.05%
Ah Super Pty Ltd	6,165,000	1.81%
Mrs Fang Dong	5,080,000	1.49%
Mr Bachrun Bustillo	5,000,000	1.47%
National Currency Exchange Group Limited	5,000,000	1.47%
Gardmac Pty Ltd	4,856,051	1.43%
Benefico Pty Ltd	4,500,000	1.32%
Mr Alfredo Varela	4,300,000	1.26%
Sandwich Holdings Pty Ltd	4,000,000	1.17%
Miss Gabrielle Florence Fisher	4,000,000	1.17%
Mr Peng Guo	3,685,836	1.08%
Rimoyne Pty Ltd	3,624,432	1.06%
Mr Gary Jiarui Zhou	3,500,000	1.03%
Medek Investments Pty Ltd	3,341,111	0.98%
Mr Adam Wade Veale	3,088,235	0.91%
Totals	121,762,812	35.73%

SUBSTANTIAL HOLDERS

There were no substantial shareholders disclosed to the Company as substantial shareholders as at 23 July 2020.

58 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

Additional Shareholder Information For the year ended 30 June 2020

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DISTRIBUTION OF EQUITY SECURITIES

Ordinary Fully Paid Shares

Ordinary Fully Paid Shares
Holding Ranges	Holders	Total Units	% Issued Share Capital
1 - 1,000	604	184,679	0.05%
1,001 - 5,000	225	639,423	0.19%
5,001 - 10,000	221	1,839,787	0.54%
10,001 - 100,000	777	31,950,490	9.38%
above 100,000	425	306,125,080	89.84%
Totals	2,252	340,739,459	100.00%

Unmarketable Parcels – 1,317 Holders with a total of 7,095,639 shares, based on the last trading price of $0.022 on 3 April 2019.

RESTRICTED SECURITIES

As at 23 July 2020 the Company had no restricted securities on issue.

UNQUOTED SECURITIES

As at 23 July 2020, the following unquoted securities are on issue:

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

Holders with more than 20%

Holder Name

Finind Pty Ltd (Thanc A/C>

Holding % IC 2,000,000 100.00%

ON-MARKET BUY BACK

There is currently no on-market buyback program.

59 |Ookami Limited ABN 67 009 081 770 – Annual Report 30 June 2020

AI assistant

FIRST LITHIUM LIMITED — Annual Report 2020

64921_rns_2020-08-30_f690949b-d2b2-476e-a2bd-73086664e64f.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

Non-Executive Chairman Faldi Ismail

Directors

Company Secretary

Registered office

Auditor

Bankers

Share Registry

Securities Exchange Listing

ASX Code – OOK

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 (continued)

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

Directors’ Report

9. INFORMATION ON DIRECTORS (CONTINUED)

Ms. Emilija Poposka Kardaleva Director (Non-Executive)

10. MEETING OF DIRECTORS

11. INDEMNIFYING OFFICERS AND AUDITOR

Indemnification

11. INDEMNIFYING OFFICERS AND AUDITOR (CONTINUED)

Insurance Premium

12. OPTIONS

Unissued shares under option

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

Directors’ Report

3. Executive remuneration arrangements

Director Appointment (Akela) – Geoff Reilly

4. Non-Executive Director fee arrangements

REMUNERATION REPORT (AUDITED)

4. Non-executive Director fee arrangements (Continued)

Performance Conditions Linked to Remuneration

REMUNERATION REPORT (AUDITED)

4. Non-executive Director fee arrangements (Continued)

Performance Conditions Linked to Remuneration

Voting and comments made at the Company’s 2019 Annual General Meeting (‘AGM’)

5. Details of Remuneration

Options awarded, vested and lapsed during the year

REMUNERATION REPORT (AUDITED)

KMP Options holdings

KMP performance rights holdings

REMUNERATION REPORT (AUDITED)

KMP performance rights holdings

KMP Shareholdings

Performance Rights granted as remuneration

FIRST LITHIUM LIMITED Annual Report 2020