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FIRST LITHIUM LIMITED Interim / Quarterly Report 2016

Apr 17, 2016

64921_rns_2016-04-17_6df6f5d0-5651-4f24-81ac-e5497bce5022.pdf

Interim / Quarterly Report

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LIMITED

ACN: 009 081 770

ASX ANNOUNCEMENT

18 APRIL 2016

ACTIVITIES REPORT FOR THE QUARTER ENDED 31 MARCH 2016

Highlights

  • Acquisition of Investia Technologies Pty Ltd completed

  • Capital raising of $3,700,000 (before costs) completed

  • Company name changed to Ookami Limited

  • Company re-admitted to Official List of ASX and re-commenced trading

Ookami Limited (formerly Advanced Engine Components Limited) (ASX:OOK) provides the following update on the Company’s activities during the quarter ended 31 March 2016.

Acquisition of Investia Technologies Pty Ltd

The Company’s acquisition of Investia Technologies Pty Ltd ( Investia ), a software as a service ( SaaS ) & financial services platform, was completed on 22 January 2016.

It is intended that Investia be the first acquisition within the Ookami intellectual property portfolio of technology solutions; focussing in financial services, Big Data Analytics, application & communication software and online social networking services. Investia’s proprietary financial services software platform provides Australian Financial Services Licence (AFSL) holders a streamlined total managed solution to capital raisings and distribution of public and private offerings and has unique Peer to Peer ( P2P ) community, Business to Business ( B2B ), and Data Collection & Analytics capabilities.

The Company issued 17,500,000 fully paid ordinary shares in Ookami to the vendors of Investia at a deemed issue price of $0.02 each and 17,500,000 options (exercisable at $0.03 each, expiring three years from date of issue).

The Company notes it will issue up to 32,500,000 deferred consideration shares on the following milestones being achieved:

  • 15,000,000 Shares at a deemed issue price of $0.02 per Share upon Investia achieving 25,000 registers users on the Investia Platform within 18 months of listing on the ASX (Milestone 1); and

  • 17,500,000 Shares at a deemed issue price of $0.02 per Share upon Investia achieving $25,000,000 total capital raised on the Investia Platform within 24 months from listing on the ASX.

All consideration securities are subject to ASX escrow provisions.

Capital Raising

On 23 November 2015, the Company lodged a Prospectus with ASIC for an offer of 185,000,000 Shares at an issue price of $0.02 per Share to raise $3,700,000 before costs ( Offer ). A supplementary Prospectus was lodged with ASIC on 27 November 2015. The Offer closed oversubscribed on 24 December 2015 and the Offer securities were subsequently issued on 22 January 2016 (see below).

108 Outram Street, West Perth, WA 6005 PO Box 1974, West Perth, WA 6872 Tel: (08) 9486 7244 Fax: (08) 9463 6373

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LIMITED
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Re-admission to Official List of ASX

ACN: 009 081 770

The Company was re-admitted to the Official List of the ASX and re-commenced trading on 9 February 2016.

Corporate

On 20 January 2016, following shareholder approval on 24 December 2016, the Company changed its name from Advanced Engine Components Limited to Ookami Limited.

On 22 January 2016, the Company issued the following securities pursuant to the Prospectus and in conjunction with re-admission to the Official List of ASX:

  • 185,000,000 Shares at an issue price of $0.02 per Share to raise $3,700,000 before costs;

  • 25,000,000 unlisted Options to brokers and corporate advisers in consideration for capital raising services provided to the Company;

  • 15,000,000 Shares in satisfaction of funds advanced under existing Convertible Loan Agreements;

  • • 36,000,000 Performance Rights to Directors and former Directors, as approved by shareholders on 24 December 2015. 12,000,000 Class A Performance Rights met their vesting criteria post the end of the quarter when the volume weighted average price of Shares for 10 consecutive trading days exceeded 3 cents and are now convertible to fully paid ordinary shares at the election of the holders.

Outlook

The development of the Investia platform is progressing on time and on budget, including:

  • New User Interface (UI) has been completed and implemented;

  • Mobile App design and specifications have been finalised with development scheduled to begin in April 2016;

  • Desktop web application User Acceptance Testing to commence in May 2016, with Beta testing anticipated in June 2016;

  • Multi-tenant white label solution architecture and design well under way, with Development to commence in June 2016; and

  • Discussions underway with strategic and prominent financial service providers and AFSL licence holders to participate in a closed ecosystem.

The Company is also currently evaluating a number of complementary business acquisitions that may have the potential to create additional shareholder value.

For further information, please contact: Shannon Coates Tel: (08) 9322 1587

108 Outram Street, West Perth, WA 6005 PO Box 1974, West Perth, WA 6872 Tel: (08) 9486 7244 Fax: (08) 9463 6373

Rule 4.7b

Appendix 4C

Quarterly report for entities admitted on the basis of commitments

Introduced 31/03/00 Amended 30/09/01, 24/10/05, 17/12/10

Name of entity

Name of entity Name of entity
OOKAMI LIMITED (FORMERLY ADVANCED ENGINE COMPONENTS LIMITED) (OOK)
ABN
67 009 081 770
Consolidated statement of cash flows
Quarter ended (“current quarter”)
31 March 2016
Cash flows related to operating activities
1.1
Receipts from product sales and related debtors
1.2
Payments for:
(a) staff costs
(b) research & development
(c) leased assets
(d) other working capital
1.3
Dividends received
1.4
Interest and other items of a similar nature received
1.5
Interest and other costs of finance paid
1.6
Income taxes paid
1.7
Other – DOCA Payment
Net Operating Cash Flows
Current
quarter
$A’000
Year to date
(9 Months)
$A’000
-
-
(29)
-
(209)
-
10
-
-
-
-
-
(29)
-
(324)
-
10
-
-
(130)
(228) (473)
Cash flows related to investing activities
1.8
Payment for acquisition of :
(a) businesses
(b) equity investments
(c) other non-current assets
1.9
Proceeds from disposal of:
(a) businesses
(b) equity investments
(c) other non-current assets
1.10
Loans to other entities
1.11
Cash obtained from acquisition
-
-
-
-
-
-
-
(36)
9
-
-
-
-
-
-
-
(36)
9

Appendix 4C Quarterly report for entities admitted on the basis of commitments

Net Investing Cash Flows (27) (27)
1.13
Total operatingand investingcash flows(brought forward)
(255) (500)
Cash flows related to financing activities
1.14
Proceeds from issues of shares, options, etc
1.15
Payments for capital raisings costs
1.16
Proceeds from borrowings
1.17
Repayment of borrowings
1.18
Dividends paid
1.19
Funds held in Trust – Share Issue
Net financing cash flows
-
(230)
-
-
-
-
-
(273)
300
-
-
3,700
(230) 3,727
Net increase (decrease) in cash held
1.20
Cash at beginning of quarter/year to date
1.21
Exchange rate adjustments to item 1.20
1.22
Cash at end ofquarter
(485)
3,712
-
3,227
-
-
3,227 3,227

Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities

1.23
Aggregate amount of payments to the parties included in item 1.2 and 1.15
1.24
Aggregate amount of loans to theparties included in item 1.10
Current quarter
$A'000
238
-
1.25 Explanation necessaryfor an understandingof the transactions
Payment to related parties relate to:
- Director fees
- Expense reimbursement
- Management fee

Non-cash financing and investing activities

  • 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows

  • On 24 January 2016, the Company acquired Investia Pty Ltd ("Investia"). The consideration consisted of 17,500,000 ordinary shares at $0.02 per share. This acquisition has not been accounted for as a business combination under AASB 3: "Business Combination" as the assets of Investia were considered not to constitute a business. Accordingly the Investia acquisition has been accounted for as an acquisition of assets, at cost based on the fair value of shares issued on the transaction date. The purchase price has been allocated to the identifiable assets and liabilities of Investia as of Investia as of the date of acquisition.

  • 2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest

Nil

Financing facilities available

Add notes as necessary for an understanding of the position.

3.1
Loan facilities
3.2
Credit standby arrangements
Amount available
$A’000
Amount used
$A’000
- -
- -

Reconciliation of cash

econciliation of cash
Reconciliation of cash at the end of the quarter (as shown in the
consolidated statement of cash flows) to the related items in the
accounts is as follows.
Current quarter
$A’000
Previous quarter
$A’000
4.1
Cash on hand and at bank
4.2
Deposits at call
4.3
Bank overdraft
4.4
Other(provide details)– Funds Held in Trust
3,227 12
- -
- -
- 3,700
Total: cash at end ofquarter(item 1.22) 3,227 3,712

Acquisitions and disposal of business entities

5.1
Name of entity
5.2
Place of incorporation
or registration
5.3
Consideration for
acquisition or disposal
5.4
Total net assets
5.5
Nature of business
Acquisitions
(Item 1.9(a))
Disposals
(Item 1.10(a))
Investia Pty Ltd -
Perth, Western Australia -
Refer above at 2.1 -
47,819 -
Software development -

Appendix 4C Quarterly report for entities admitted on the basis of commitments

Compliance statement

  • 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX.

  • 2 This statement does give a true and fair view of the matters disclosed.

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Signed: Dated: 18 April 2016

Company Secretary

Print name:

Notes

  • 1 The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

  • 2 The definitions in, and provisions of, AASB 107: Statement of Cash Flows apply to this report except for any additional disclosure requirements requested by AASB 107 that are not already itemised in this report.

  • 3 Accounting Standards. ASX will accept, for example, the use of International Financial Reporting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

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