FIRST LITHIUM LIMITED — Capital/Financing Update 2019

Feb 27, 2019

LIMITED

ACN: 009 081 770

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ENGINE COMPO

ASX ANNOUNCEMENT

28 February 2019

CORPORATE UPDATE & APPENDIX 3B

Ookami Limited (ASX:OOK) ( OOK or the Company ) provides the following update to its shareholders:

Appendix 3B

Further to the Controlled Placement Agreement (CPA) with Acuity Capital as advised on 21 September 2018, the Company has issued 13m shares at 2.31 cents per share to raise $300,000 (inclusive of costs) under its Listing Rule 7.1 capacity. The placement price of $0.0231 is a ~21% premium to the closing price of trade yesterday. Further details of the CPA are listed in the release dated 21 September 2018.

ASX Listing Rule 3.10.5A

The following information required under ASX Listing Rule 3.10.5A is now provided: (a) Dilution Effect:

The issue of 13,000,000 Ordinary Shares represents a dilution to the existing holders of Ordinary Securities as follows:

Number of Shares on issue prior to the Placement: 327,739,459 Placement issue under Listing Rule 7.1: 13,000,000 Total dilution as a result of the LR 7.1 Placement: 3.97% Number of Shares on issue following the Placement: 340,739,459

• (b) Why an issue under ASX Listing Rule 7.1?

• The Company issued the Shares for cash consideration as it is of the view that this was the most efficient and expedient mechanism to raise cash for the purposes of working capital and costs associated with the due diligence and evaluation on potential synergistic acquisitions.

• (c) Underwriting Agreement:

• This issue was not underwritten.

• (d) Cost of Issue:

• No commission was paid by the Company.

Notice under section 708A(5)(e) of the Corporations Act 2001

Ookami Ltd (ASX: OOK) (Company) has issued and allotted 13,000,000 fully paid ordinary shares in the capital of the Company at issue prices as outlined in the attached Appendix 3B. Accordingly, the Company gives notice under section 708A(5)(e)(i) of the Corporations Act 2001 (Cth) (Act) that:

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LIMITED
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ACN: 009 081 770

1. the abovementioned shares were issued without disclosure to investors under Part 6D.2 of the Act;

2. as at the date of this notice the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company and with section 674 of the Act; and

3. as at the date of this notice, other than as set out below, there is no information to be disclosed which is “excluded information” as defined in subsection 708A(7) of the Act that is reasonable for investors and their professional advisers to find in a disclosure document.

Corporate Update

Ookami’s business model is to develop an ecosystem of advanced Fintech and Software as a Service (SaaS) 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, digital asset wallets and exchange platforms, digital asset solutions and security and encryption applications.

As per the Company’s diversified investment and acquisition growth strategy outlined in its listing prospectus released on ASX in November 2015, and further to the Company’s recent disclosure in its Quarterly Activities Report (30 January 2019 ASX Announcement), the Directors of Ookami have identified an Australian based fintech business with a focus on payments and e-commerce solutions deemed technologically and commercially strategic to OOK’s existing portfolio and technological ecosystem. Currently in their fourth year of operation, the company has built an extensible proprietary technology platform backed by national infrastructure and have signed several top tier clients leading to strong yearon-year revenue growth. Future opportunities include international expansion alongside continued domestic development.

Discussions and due diligence with the aforementioned company have been extensive over the prevailing 9 months, and the Board is pleased with the all-embracing efforts and resources committed to date between both parties with the view to reach a definitive outcome.

While the Company is confident of concluding these well-advanced discussions, the Company cautions that its evaluation of this and other potential opportunities remains incomplete and confidential and there can be no certainty that any agreement or agreements can be reached or that any transaction will eventuate. Should a binding transaction be agreed, shareholder approval will be required prior to completion of the transaction. The Company will provide updates in accordance with its continuous disclosure obligations and on the completion of any binding agreements.

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ACN: 009 081 770

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LIMITED
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-Ends-

For further information, please contact:

Corporate Advisors Otsana Capital 108 Outram Street West Perth WA 6005 Telephone: +61 8 9486 7244 www.otsana.com

About Ookami Limited

Ookami has a portfolio of synergistic companies that disrupt data and advertising markets, investment platforms, software as a service (SaaS) and digital asset applications.

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

About Akela

Akela’s proprietary financial services software and transaction management platform provides Australian Financial Services Licence (AFSL) holders a streamlined total management solution to capital raisings and distribution of public and private offerings. Akela is a unique ‘Service Platform’ with Peer-to-Peer (P2P) community, Business-to-Business (B2B), KYC) and compliance and data collection & analytics capabilities.

Individuals and entities can continue to register on the platform and gain access to current and future offerings at www.akela.vc

About Akela Mobile App

iOS and Android users have access to the Akela Platform mobile app via the App Store and Google Play. The app will be initially free for all users, but will require a membership with the Akela Platform to use. Once logged into the app, investors will be linked with their account. Your investment progress will be linked across any device that you log in from. The mobile app is another tool that the Akela Platform provides to give you the best investment experience on the web.

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LIMITED
ACN: 009 081 770
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About Brontech

Brontech is Sydney based company that is pioneering a blockchain backed platform for data exchange and identity management. The company is also building complementary proprietary applications to extract data from various sources and pack them into anonymized data products that are sold to corporations and SMEs as insights and research tools. In its diverse data product offering is also included the MyBron API that enables individuals and companies to exchange verified information in a Peer-to-Peer manner where the data is verified through the company’s proprietary identity verification protocol that pulls data from diverse set of sources. Brontech is also developing the bronID digital identity platform that helps organizations to comply with the AML/CTF regulatory requirements.

Individuals and entities can find more information on Brontech’s products at www.bron.tech

National Currency eXchange (NCX)

NCX's vision is to be the worlds trusted digital asset exchange addressing many of the problems and risks evident in existing digital asset exchanges. NCX aims to promote a trusted, secure and robust digital asset exchange solution following “bank-like” checks and processes, adhering to strict Know Your Customer (KYC) and Anti-Money Laundering (AML) policies, including verification of customer ID prior to trading, whilst also providing exceptional customer service and user experience.

NCX's expertise lies in its ability to rapidly and securely utilise cutting edge technology development and infrastructure to greatly improve the current digital asset currency technology platform to add new features, rollout rapidly in multiple countries and maintain a secure and scalable operation.

NCX aims to operate a series of locally based crypto-currency exchange solutions in various jurisdictions commencing with Australia, Singapore and Hong Kong. Following the successful initial launch, NCX is poised to continue its global roll-out of locally based crypto-currency exchange solutions in Malaysia, Croatia and elsewhere.

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Ookami Limited

ABN

67 009 081 770

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Ordinary fully paid shares
	13,000,000
	Ordinary fully paid shares

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of +securities issued with security holder approval under rule 7.1A	Yes
	$0.0231 per share (inclusive of costs)
	For working capital and costs associated with the due diligence and evaluation on potential synergistic acquisitions.
	Yes
	7 November 2018
	13,000,000 Ordinary fully paid shares
	Nil

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

6e Number of +securities issued Nil with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of +securities issued Nil under an exception in rule 7.2 6g If[+] securities issued under rule N/A 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the[+] issue date and both values. Include the source of the VWAP calculation. 6h If[+] securities were issued under N/A rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining 7.1 – 36,160,918 issue capacity under rule 7.1 and 7.1A - 32,773,945 rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 28 February 2019 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. Number +Class 8 Number and +class of all 340,739,459 Ordinary fully paid +securities quoted on ASX shares ( including the +securities in section 2 if applicable)

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)	Number	+Class
	25,500,000 2,000,000 2,000,000	Unlisted options exercisable @ $0.02 on or before 3 September 2019 Unlisted options exercisable @ $0.03 on or before 4 September 2020 (subject to vesting conditions) Class D Performance Rights

• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

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11 Is security holder approval
required?
12 Is the issue renounceable or non-
renounceable?
13 Ratio in which the [+] securities will
be offered
14 +Class of +securities to which the
offer relates
15 +Record date to determine
entitlements
16 Will holdings on different
registers (or subregisters) be
aggregated for calculating
entitlements?
17 Policy for deciding entitlements in
relation to fractions
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• See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

19 Closing date for receipt of acceptances or renunciations

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 5

Appendix 3B New issue announcement

20	Names of any underwriters
21	Amount of any underwriting fee
	or commission
22	Names of any brokers to the issue
23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of security holders
25	If the issue is contingent on
	security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance
	form and offer documents will be
	sent to persons entitled
27	If the entity has issued options,
	and the terms entitle option
	holders to participate on exercise,
	the date on which notices will be
	sent to option holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do security holders sell their
	entitlements_in full_through a
	broker?
31	How do security holders sell_part_
	of their entitlements through a
	broker and accept for the
	balance?

• See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

• 33 +Issue date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 7

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of[+] securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

............................................................ Date: 28 February 2019 (Company secretary)

Print name: Stephen Buckley

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• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

• Insert number of fully paid[+] ordinary 294,428,348 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities issued in that 12 month period under an exception in rule 7.2

• • Number of fully paid[+] ordinary securities 17,311,111 (Ratified 8 August 2018) issued in that 12 month period with shareholder approval 16,000,000 (Ratified 7 November 2018)

• • Number of partly paid[+] ordinary securities that became fully paid in that 12 month period

• Note:

• Include only ordinary securities here – other classes of equity securities cannot be added

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

Subtract the number of fully paid[+] ordinary securities cancelled during that 12 month period “A” 327,739,459

• See chapter 19 for defined terms.

Appendix 3B Page 10

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	49,160,918
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	13,000,000 (the subject of this 3B)
“C”	13,000,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	49,160,918
Subtract“C” Note: number must be same as shown in Step 3	13,000,000
Total[“A” x 0.15] – “C”	36,160,918 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 11

Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 327,739,459 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D”

0.10

Multiply “A” by 0.10

Note: this value cannot be changed 32,773,945

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued - or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

“E” -

• See chapter 19 for defined terms.

Appendix 3B Page 12

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Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	32,773,945
Subtract“E” Note: number must be same as shown in Step 3	-
Total[“A” x 0.10] – “E”	32,773,945 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 13