FIRST LITHIUM LIMITED — Capital/Financing Update 2021

Jul 12, 2021

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ENGINE COMPO

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13 July 2021

Vanessa Nevjestic ASX Operations Pty Ltd Level 40, Central Park 152-158 St George’s Terrace PERTH WA 6000

Via Email: vanessa.nevjestic@asx.com.au

Dear Vanessa

PRE-QUOTATION DISCLOSURE

Ookami Limited ( ASX:OOK ) (‘ Ookami’ or ‘ the Company’ ) provides the following confirmations to satisfy the conditions for the re-quotation of the Company’s securities on ASX.

Capitalised terms used in this announcement not otherwise defined have the meaning given in the Company’s Replacement Prospectus dated 23 April 2021.

1. Confirmation of completion of Offer

The Company confirms the close of the offer under the Replacement Prospectus dated 23 April 2021 and the issue of:

• (a) 28,888,865 Shares at an issue price of $0.20 per share to raise $5,777,773 under the Capital Raising Offer;

• (b) 2,500,000 Shares to the Boulbi Vendors (and/or their nominees) under the Vendor Offer;

• (c) 2,500,000 Shares to the Messok East Vendors (and/or their nominees) under the Vendor Offer;

• (d) 2,000,000 options exercisable each at $0.001 on or before the date that is two years after the issue date to Messrs Joseph van den Elsen, John Ciganek and Emmanuel Correia (and/or their nominees) under the Director Offer to provide a performance linked incentive component in their remuneration packages which is intended to motivate and reward their proposed engagement as directors on completion of the Acquisitions; and

• (e) 1,500,000 options exercisable each at $0.30 on or before the date that is three years after their issue to the Lead Manager (and/or their nominees) under the Lead Manager Offer.

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2. Capital Structure

The Company’s capital structure at the date of admission is:

Security	Number
Shares	38,148,324
Options exercisable at $0.30 on or before the date which is three years after their issue date.	1,500,000
Options exercisable at $0.001 on or before the date which is two years after their issue date.	2,000,000

3. Confirmations on project acquisitions

The Company confirms that:

• (f) all conditions precedent relating to the Boulbi Agreement between Ookami and the Boulbi Vendors for the acquisition of 57% of the issued capital in Valhalla have been satisfied and have not been waived, including:

• (i) the issue of 2,500,000 consideration shares at an issue price of $0.20 per Share; and

• (ii) the entering into of a joint-venture agreement between Ookami and the Boulbi Vendors in relation to the tenements that are the subject of the Boulbi Agreement;

• (g) all conditions precedent relating to the Messok East Agreement between Ookami and the Messok East Vendors for the acquisition of 100% of the issued capital in Cameroon Cobalt have been satisfied and have not been waived, including the issue of 2,500,000 consideration shares at an issue price of $0.20 per Share; and

• (h) the Acquisitions have completed.

4. Confirmations on Regulatory impediments

The Company confirms that there are no legal, regulatory, statutory or contractual impediments to Ookami entering the tenements and carrying out exploration activities such that Ookami will be able to spend its cash in accordance with its commitments for the purposes of Listing Rule 1.3.2(b).

5. Statement of restricted securities

The Company confirms the following securities will be subject to restriction pursuant to the ASX Listing Rules for the periods outlined below:

Class	Number	Restriction Period
Shares	5,000,000	24 months from the date of official re-quotation
Options exercisable at $0.30 on or before the date which is three years after their issue date	1,500,000	24 months from the date of official re-quotation
Options exercisable at $0.001 on or before the date which is two years after their issue date	2,000,000	24 months from the date of official re-quotation

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6. Updated Pro Forma Balance Sheet

The Company provides the following updated Pro forma Statement of Financial Position based on the actual amount of funds raised under the Replacement Prospectus:

Notes ASSETS Current Assets Cash and cash equivalents 2 Trade and other receivables Other current assets Total Current Assets Non-Current Assets Property plant & equipment Financial assets (at fair value through OCI) Intangible assets Exploration assets 3 Total Non-Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables Total Current Liabilities Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS/(LIABILITIES) EQUITY Issued capital 4 Reserves 5 Accumulated losses 6 Non-controlling interest 7 TOTAL EQUITY/(DEFICIT)	Ookami Limited Valhalla Minerals Limited Cameroon Cobalt Pty Ltd *31 Dec 2020 (Reviewed) 31 Dec 2020 (Audited) 31 Dec 2020 (Audited) AUD $ AUD $ AUD $ 195,271 191 - 14,680 - - 19,974 - -	Pro Forma Adjustments Maximum Subscription AUD $ 5,102,289 - -	Pro Forma After issue Maximum Subscription AUD $ 5,297,751 14,680 19,974
	229,925 191 -	-	5,332,405
	1,541 - - 933,240 - - 146 - 566 - - -	- - - 1,560,846	1,541 933,240 712 1,560,846
	934,927 - 566	1,560,846	2,496,339
	1,164,852 191 566	6,663,135	7,828,744
	193,493 32,673 51,000	189,149	466,315
	193,493 32,673 51,000	189,149	466,315
	- - - - -
	193,493 32,673 51,000	189,149	466,315
	971,359 (32,482) (50,434)	6,473,986	7,362,429
	27,439,194 138 100 (221,797) (5,956) - (26,246,038) (23,195) (50,534) - (3,468) -	6,301,216 66,256 (374,885) 481,399	33,740,648 (161,497) (26,694,653) 477,931
	971,359 (32,481) (50,434)	6,473,986	7,362,429

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7. Updated Statement of commitments

The Company provides the following updated Statement of commitments:

Use of funds	$
Boulbi Project exploration expenditure	2,500,000
Messok East Project exploration expenditure	700,000
Corporate administration and Loan repayment	815,000
Working capital	1,027,373
Costs of the offer	735,400
Total	5,777,773

8. Terms and conditions of ASX waivers

ASX granted the Company a waiver from ASX

• (i) Listing Rule 14.7 to the extent necessary to permit the Company to issue shares under a Public Offer ( Director Shares ) and 2,000,000 management performance options ( Management Performance Options ) to its directors and associated entities (together, the Director Securities ) later than one month after 14 April 2021, being the date of the General Meeting at which the issues of Director Securities were approved, on the following conditions:

• (i) the issue of the Director Securities occurs prior to the reinstatement of trading in the Company’s securities following its re-compliance with Chapters 1 and 2 of the ASX Listing Rules, and any event by no later than 19 July 2021; and

• (ii) the Director Securities are issued on the same terms and conditions as approved by shareholders at the General Meeting; and

• (j) Listing Rule 1.1 Condition 12 to permit the Company to issue the Management Performance Options to its directors on completion of the Acquisitions with an exercise price of less than A$0.20 and expiring thirty-six months from the date of issue subject to the following conditions:

• (i) the exercise price of the Management Performance Options is not less than A$0.001 each;

• (ii) the terms of this waiver are disclosed to the market and, along with the terms and conditions of the Management Performance Options, are clearly disclosed in the notice of meeting pursuant to which the Company will seek the approval required under Listing Rule 11.1.2 for the Acquisitions and in the prospectus to be issued in respect of the Capital Raising; and

• (iii) the Company’s shareholders approve the issue of the Management Performance Options in conjunction with the approval obtained under Listing Rule 11.1.2 for the Acquisitions.

Refer to Section 1.21 of the Replacement Prospectus dated 23 April 2021 for further details of the Company's waivers from ASX.

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This announcement has been authorised for release by the Board of Directors of Ookami.

Yours sincerely

Justin Mouchacca Company Secretary

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