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FIRST LITHIUM LIMITED Capital/Financing Update 2015

Nov 26, 2015

64921_rns_2015-11-26_42a100b6-c987-4a2d-8d8b-1b7628f21e0c.pdf

Capital/Financing Update

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ADVANCED ENGINE COMPONENTS LIMITED (TO BE RENAMED “OOKAMI LIMITED”) ACN 009 081 770

SUPPLEMENTARY PROSPECTUS

IMPORTANT INFORMATION

This is a supplementary prospectus ( Supplementary Prospectus ) intended to be read with the prospectus dated 23 November 2015 ( Prospectus ) issued by Advanced Engine Components Limited (ACN 009 081 770) ( Company ).

This Supplementary Prospectus is dated 27 November 2015 and was lodged with the Australian Securities and Investments Commission ( ASIC ) on that day. ASIC, ASX Limited ( ASX ) and their respective officers do not take any responsibility as to the contents of this Supplementary Prospectus.

Other than as set out below, all details in relation to the Prospectus remain unchanged. To the extent of any inconsistency between this Supplementary Prospectus and the Prospectus, this Supplementary Prospectus will prevail. Unless otherwise indicated, terms defined and used in the Prospectus have the same meaning in this Supplementary Prospectus.

This Supplementary Prospectus will be issued with the Prospectus as an electronic prospectus and may be accessed on the Company’s website at www.ookami.com.au. The Company will send a copy of this Supplementary Prospectus to all Applicants who have applied for Shares under the Prospectus as at the date of this Supplementary Prospectus.

This is an important document and should be read in its entirety. If you do not understand it you should consult your professional advisors without delay.

1. RESIGNATION OF DIRECTOR – MR CHRIS NTOUMENOPOULOS

The Company announced on 27 November 2015 that Mr Chris Ntoumenopoulos resigned as a Director on 26 November 2015, for personal reasons.

Subject to shareholder approval, in accordance with the terms of the Company’s Performance Rights Plan, the Board may resolve to proceed with the proposed issue to Mr Ntoumenopoulos of 9,000,000 Performance Rights, in recognition of the service he has provided to the Company, therefore the number of Performance Rights proposed to be issued remains unchanged.

Mr Ntoumenopoulos remains a related party for the 6 month period following his resignation; therefore disclosure in relation to the Convertible Loan Agreement with Davinch Pty Ltd, an entity controlled by Mr Ntoumenopoulos, remains relevant in the Prospectus.

2. CHANGES TO THE PROSPECTUS

2.1 General

As Mr Ntoumenopoulos has now resigned, all references in the Prospectus to Mr Ntoumenopoulos as a Director are removed and all references to the Directors of the Company do not include Mr Ntoumenopoulos.

This Supplementary Prospectus is intended to be read with the prospectus dated 23 November 2015 issued by Advanced Engine Components Limited (ACN 009 081 770). 1

2.2 Section 9.2

Section 9.2 ‘Mr Ntoumenopoulos’ profile is removed from the Prospectus as it is no longer relevant.

2.3 Section 9.4

Section 9.4 is of the Prospectus is replaced with:

“Directors are not required under ACE’s Constitution to hold any Shares to be eligible to act as a director.

Details of the Directors’ remuneration and relevant interest in the Securities of the Company upon completion of the Offer are set out in the table below:

Director Remuneration
for year
ended
30 June 2014
Remuneration
for year
ended
30 June 2015
Proposed
remuneration
for current
financial year
Shares3 Options Performance
Rights7
Faldi Ismail1 Nil Nil $24,000 2,500,0005 6,250,0006 9,000,000
Brendan
de Kauwe
Nil Nil $24,000 Nil Nil 9,000,000
Peter Wall2 Nil Nil $24,000 Nil Nil 9,000,000

Notes:

  1. Shareholder approval is being sought at the General Meeting for the issue of up to 5,000,000 Options to Otsana Capital, a company controlled by Mr Faldi Ismail, in consideration for capital raising services provided to the Company in relation to the Offer.

  2. Mr Peter Wall was appointed as a Director on 27 October 2015. Shareholder approval is being sought at the General Meeting for the re-election of Mr Wall as a Director.

  3. At the General Meeting, the Company is seeking Shareholder approval for the Directors to participate in the Offer for subscription of up to 10,000,000 Shares each ($200,000 worth).

  4. Held beneficially for Romfal Sifat Pty Ltd, an entity controlled by Mr Faldi Ismail (as the sole director and shareholder) ATF The Fizmail Family A/C.

  5. Held beneficially for Romfal Sifat Pty Ltd, an entity controlled by Mr Faldi Ismail (as the sole director and shareholder) ATF The Fizmail Family A/C.

  6. Shareholder approval is being sought at the General Meeting for the issue of 9,000,000 Performance Rights to each of Mr Ismail, Dr de Kauwe and Mr Wall.”

3. DIRECTORS’ AUTHORISATION

This Supplementary Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Supplementary Prospectus with the ASIC.

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Faldi Ismail Chairman

For and on behalf of

Advanced Engine Components Limited

This Supplementary Prospectus is intended to be read with the prospectus dated 23 November 2015 issued by Advanced Engine Components Limited (ACN 009 081 770). 2