FIRST LITHIUM LIMITED — Interim / Quarterly Report 2016

Feb 28, 2016

Appendix 4D Half Year Report

Appendix 4D

Half Year Report to the Australian Stock Exchange

Part 1

Part 1
Name of Entity	Ookami Limited (Formerly Advanced Engine Components)
ABN	67 009 081 770
Half Year Ended	31 December 2015
Previous Corresponding Reporting Period	None – first Appendix 4D

Part 2 – Results for Announcement to the Market

Part 2 – Results for Announcement to the Market
	$’000	Percentage increase /(decrease) over previous corresponding period
Revenue from continuing operations	*	-
Profit from continuing activities after tax attributable to members	*	-
Net profit attributable to members	*	-
* During the period the Company was subject to a deed of company arrangement and the auditor's review report contains a disclaimer of opinion (see note 9 below). The Company was successfully recapitalised and completed a re-compliance transaction post-period end (see Brief summary below).
Brief Summary For a portion of the review period the Company remained subject to a deed of company arrangement and its securities were suspended from trading on ASX for the whole of the period. The deed of company arrangement was effectuated on 23 September 2015 and the Company was successfully recapitalised. On 24 December 2015 the Company's shareholders approved the acquisition of Investia Technologies Pty Ltd (Investia) and, among other things, a capital raising to support the Company's re-listing application to ASX. The acquisition of Investia and capital raising of $3,700,000 (before costs) was completed in January 2016, and the Company's securities were reinstated to official quotation on ASX following successful re-compliance with Chapters 1 and 2 of the Listing Rules on 9 February 2016.

Dividends (distributions)	Amount per security	Franked amount per security
Final Dividend	Nil	Nil
Interim Dividend	Nil	Nil

Ookami Limited

Page 1

Appendix 4D Half Year Report

Record date for determining entitlements to the dividends (ifany)	Not Applicable

Brief explanation of any of the figures reported above necessary to enable the figures to be understood:

Refer to the Review of Activities contained in the Directors’ Report which forms part of the attached Half Year Financial Report for details.

Part 3 – Contents of ASX Appendix 4D

**Section **	Contents
Part 1	Details of entity, reporting period
Part 2	Results for announcement to the market
Part 3	Contents of ASX Appendix 4D
Part 4	Commentary on results
Part 5	Details relating to dividends
Part 6	Net tangible assets per security
Part 7	Details of entities over which control has been gained or lost
Part 8	Details of associates and joint venture entities
Part 9	Information on audit or review

Ookami Limited

Page 2

Appendix 4D Half Year Report

Part 4 – Commentary on Results

Refer to the Review of Activities contained in the Directors’ Report which forms part of the attached Half Year Financial Report for details.

Part 5 – Details Relating to Dividends

Part 5 – Details Relating to Dividends
Date the dividend is payable	N/A
Record date to determine entitlement to the dividend	N/A
Amount per security	N/A
Total dividend	N/A
Amount per security of foreign sourced dividend or distribution	N/A
Details of any dividend reinvestment plans in operation	N/A
The last date for receipt of an election notice for participation in any dividend reinvestment plans	N/A

Part 6 – Net Tangible Assets per Security

	2015	2014
Net tangible asset backing per ordinary security	Not applicable	Not applicable
	– disclaimed	– first
	opinion	Appendix 4D

Part 7 – Details of Entities Over Which Control has been Gained or Lost

Name of entity (orgroupof entities)	Not applicable
Date controlgained or lost	Not applicable
Contribution of the controlled entity (or group of
entities) to the profit/(loss) from ordinary activities during the period, from the date of gaining or losing	Not applicable
control
Profit (loss) from ordinary activities of the controlled	Not applicable
entity (or group of entities) for the whole of the
previous corresponding period
Contribution to consolidated profit/(loss) from	Not applicable
ordinary activities from sale of interest leading to loss
of control

Ookami Limited

Page 3

Appendix 4D Half Year Report

Part 8 – Details of Associates and Joint Venture Entities

Name of associate and joint venture entities	Ownership Interest	Ownership Interest	Contribution to net profit/(loss)	Contribution to net profit/(loss)
	2015 %	2014 %	2015 $A’000	2014 $A’000
Associates	NA	NA	-	-
Joint Venture Entities Monika AEC	26%	26%	-	-

Part 9 – Audit/Review Status

Part 9 – Audit/Review Status	Part 9 – Audit/Review Status
This report is based on accounts to which one of (Tick one)		the following applies:
The accounts have been audited		The accounts have been subject to review	
The accounts are in the process of being audited or subject to review		The accounts have not yet been audited or reviewed

If the accounts have not yet been audited or subject to review and are likely to be subject to dispute or qualification, a description of the likely dispute or qualification:

Not applicable

If the accounts have been audited or subject to review and are subject to dispute or qualification, a description of the dispute or qualification:

Refer to attached Half Year Financial Report for the half-year ended 31 December 2015, and in particular, note 1(b).

As the Company was still subject to a deed of company arrangement during the review period, the auditor's review report contains a disclaimer of opinion. Following the review period the Company completed the acquisition of Investia Technologies Pty Limited, raised $3,700,000 (before costs) and saw its securities reinstated to trading on ASX following successful re-compliance with Chapters 1 and 2 of the Listing Rules.

Attachments Forming Part of Appendix 4D

Attachment #	Details
1	Half Year Financial Report
Signed By Company Secretary
Shannon Coates
Date 29 February 2016

Ookami Limited

Page 4

OOKAMI LIMITED

(Formerly known as Advanced Engine Components Limited)

ABN 67 009 081 770

INTERIM FINANCIAL REPORT for the half-year ended 31 December 2015

The information contained in this condensed report is to be read in conjunction with Ookami Limited’s 2015 annual report and announcements to the market made by Ookami Limited

OOKAMI LIMITED (Formerly known as Advanced Engine Components Limited) ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2015

CONTENTS

Corporate Directory	1
Directors’ Report	2
Auditor’s Independence Declaration	5
Financial Report	6
Directors’ Declaration	18
Independent Auditor’s Review Report	19

CORPORATE DIRECTORY

Directors

Faldi Ismail (Chairman) Brendan de Kauwe Peter Wall

Company Secretary Shannon Coates

Registered office

108 Outram Street, West Perth, WA, 6005 Ph: +61 8 9486 7244

Auditor

Ernst & Young 11 Mounts Bay Road Perth, WA, 6000

Share Registry

Automic Registry Services Level 1, 7 Ventnor Avenue West Perth, WA, 6005

Bankers

National Australia Bank Gateway Building Cnr Marmion & Davy Streets Booragoon WA 6154

Securities Exchange Listing

ASX Limited Level 40, Central Park 152-158 St Georges Terrace Perth, WA, 6000 ASX Code – OOK

1

OOKAMI LIMITED (Formerly known as Advanced Engine Components Limited) ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2015

DIRECTORS’ REPORT

Your Directors present their report, together with the interim financial statements of Ookami Limited (“the Company”) and controlled entities (“the Group”) for the half-year ended 31 December 2015.

Directors

The names and the particulars of the Directors of the Company during the half year and 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
Peter Wall	Non-Executive Director	Appointed 27 October 2015
Nicholas Young	Non-Executive Director	Appointed 5 June 2015, Resigned 27
		October 2015
Chris Ntoumenopoulos	Non-Executive Director	Appointed 27 October 2015, Resigned
		26 November 2015

State of affairs and major activities of the half-year

Recapitalisation of the Company

On 29 August 2014, the Board resolved to place the Company into voluntary administration and appointed Mr Mark Summers and Mr Jack James of Palisade Business Consulting as joint and several administrators of the Company. Following appointment of the administrators, the powers of the Company’s officers (including Directors) were suspended and the administrators assumed control of the Company’s business, property and affairs.

The Deed of Company Arrangement (“DoCA”) was executed on 24 October 2014. On 13 March 2015, the creditors of the Company resolved that the Company vary the Original DoCA. On the 20 March 2015 the Company and Otsana Capital (Otsana) executed a DoCA, which embodied a proposal by Otsana for the recapitalisation of the Company (Recapitalisation Proposal). The DoCA provided for the creation of a Creditors Trust and an opportunity for the Company to be restructured for a “cash consideration”. Under the DoCA, the claims of the Company’s creditors as at 23 September 2015 now reside within the Creditors Trust. The Voluntary Administrators were appointed as Deed Administrators and Trustees of the Creditors Trust. The purpose of the DoCA was to facilitate a reconstruction and recapitalisation of the Company with a view to having the Company relisted on the ASX. On effectuation of the DoCA on 23 September 2015 control of the Company reverted back to the Directors.

The effectuation of the DoCA on had the following financial effect:

• claims of the Company’s creditors as at 23 September 2015 now reside within the Creditors Trust;

• all cash at bank and any other assets at 23 September 2015 were transferred to the Creditors Trust; and

• the payment of the promoter contribution of $200,000[1] .

On 24 September 2015, Ms Shannon Coates was appointed as Company Secretary. On 27 October 2015 Mr Peter Wall as appointed as Non-Executive Director and Mr Chris Ntoumenopoulos was appointed as Non-Executive Director. Mr Nicholas Young resigned as a Non-Executive Director on 27 October 2015, and Mr Chris Ntoumenopoulos resigned as a NonExecutive Director on 26 November 2015.

On 24 December 2015, the Company’s shareholders approved at its General Meeting:

• a change in nature and scale of the Company’s activities via the acquisition of 100% of the issued share capital of Investia Technologies Pty Ltd;

1 The initial deposit of $27,500 and second deposit of $35,000 was settled in FY 2015. The remaining promoter contribution of $137,500 was settled during the period ending 31 December 2015.

2

OOKAMI LIMITED (Formerly known as Advanced Engine Components Limited) ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2015

DIRECTORS’ REPORT

Recapitalisation of the Company

• to issue 17,500,000 Consideration Shares, 17,500,000 Consideration Options, up to 15,000,000 Milestone 1 Consideration Shares and 17,500,000 Milestone 2 Consideration Shares in exchange for 100% of the issued share capital of Investia Technologies Pty Ltd;

• to issue up to 185,000,000 shares at an issue price of $0.02 to raise $3,700,000 (before costs);

• to issue up to 14,000,000 shares for the conversion of a convertible note to a non-related party;

• to issue up to 1,000,000 shares for the conversion of a convertible note to a related party;

• re-election of director Peter Wall;

• to change the Company name to Ookami Limited;

• to adopt a Performance Rights Plan;

• issue of 36,000,000 Performance Rights to related parties;

• participation in capital raising by related parties;

• for the issue of up to 25,000,000 broker options;

• for the issue of up to 5,000,000 of the broker options to a related party; and

• to repeal the Company’s existing constitution and adopt a new constitution.

On 22 September 2015, the Company entered into a number of identical convertible loan agreements with unrelated parties (except for as detailed below) for a total amount of $300,000. No interest was payable and no security was required. One of the Converting Loan Agreements, for an amount of $20,000, was with Davinch Pty Ltd, an entity controlled by Mr Chris Ntoumenopoulos, a former Director of the Company. The Company obtained shareholder approval on the 24 December 2015 to convert the loaned amounts to satisfy the repayment of the funds advanced by issuing Shares at a deemed issue price of $0.02 per Share under the Conversion Offer. The shares were issued on the 22 January 2016.

Significant events after balance date

On 5 October 2015 the Company announced the intention to acquire 100% of Investia Technologies Pty Ltd (‘Investia’), a software and technology development company ( Acquisition ).

As consideration Acquisition, the Company agreed to issue:

• 17,500,000 fully paid ordinary shares in OOK at a deemed issue price of $0.02 each (Initial Consideration Shares). All consideration shares are subject to ASX escrow provisions;

• 17,500,000 options exercisable at $0.03 each, expiring three years from date of issue.

• up to 32,500,000 deferred consideration shares subject to certain milestones being achieved.

Settlement of the Acquisition became unconditional after all conditions were satisfied and the transaction was completed on the 25 January 2016. The Directors have reviewed the Acquisition and concluded that it does not represent a business combination, and as such, will be accounted for as an asset acquisition.

On 22 January 2016 pursuant to shareholder approval received at the General Meeting held on 24 December 2015 and Confirmation of conditional reinstatement received from the ASX, the following securities were issued:

• 185,000,000 fully paid ordinary shares at a price of $0.02 successfully raising $3,700,000 (before costs);

• 15,000,000 fully paid ordinary shares at a deemed issue price of $0.02 on conversion of convertible notes

• 17,500,000 fully paid ordinary shares at a deemed issue price of $0.02 as part consideration for the Acquisition;

• 17,500,000 unlisted options exercisable at $0.03 on or before 22 January 2019 as part consideration for the Acquisition;

• 25,000,000* options issued to brokers and corporate advisers with and exercise price of $0.03 on or before 22 January 2019;

• 36,000,000* performance right with Class A, Class B and Class C milestones as set out in the Company’s prospectus dated 23 November 2015

*The grant date for these securities was determined to be the date of the general meeting on 24 December 2015.

3

OOKAMI LIMITED (Formerly known as Advanced Engine Components Limited) ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2015

DIRECTORS’ REPORT

As outlined above during the period the Directors worked towards the restructure and recapitalisation of the Company and liaising with the ASX in relation to the reinstatement of Ookami Limited’s securities for trading on the ASX. On 21 January 2016 the Company received conditional confirmation of the shares official quotation, shares commenced trading on 9 February 2016.

Financial Performance

The profit for the six months ended 31 December 2015 was $9,608,125 (2014: loss $40,615).

Auditor independence and non-audit services

The auditor’s independence declaration is included on page 5 of the financial report.

Signed in accordance with a resolution of the Board of Directors.

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Faldi Ismail Non-Executive Chairman Dated 29 February 2016

4

Ernst & Young 11 Mounts Bay Road Perth WA 6000 Australia GPO Box M939 Perth WA 6843

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Tel: +61 8 9429 2222 Fax: +61 8 9429 2436 ey.com/au

Auditor’s Independence Declaration to the Directors of Ookami Limited

As lead auditor for the review of Ookami Limited for the half-year ended 31 December 2015, I declare to the best of my knowledge and belief, there have been:

• a. no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review ; and

• b. no contraventions of any applicable code of professional conduct in relation to the review.

This declaration is in respect of Ookami Limited and the entities it controlled during the financial period.

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Ernst & Young

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T G Dachs Partner 29 February 2016

TD:VH:OOKAMI:009

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

OOKAMI LIMITED (Formerly known as Advanced Engine Components Limited) ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2015

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2015

		31 December	31 December
		2015	2014
	Note	$	$
Revenue		30	-
Other income	4	11,149,692	-
Administration expenses		-	(40,615)
Share register expense		(9,924)	-
Legal and professional fees		(62,184)	-
Secretarial and listing fees		(9,813)	-
Share based payment expense	5	(1,455,393)	-
Other expenses		(4,283)	-
Results from operating activities		9,608,125	(40,615)
Profit/ (Loss) before income tax		9,608,125	(40,615)
Income tax expense		-
Profit/ (Loss) for the period		9,608,125	(40,615)
Other comprehensive income:
Items that may be reclassified subsequently to profit or
loss
Other comprehensive income for the year, net of tax		-	-
Total comprehensive income/ (loss) for the year		9,608,125	(40,615)
Profit/ (Loss) attributable to:
Members of the parent entity		9,608,125	(40,615)
		9,608,125	(40,615)
Total comprehensive profit/ (loss) attributable to:
Members of the parent entity		9,608,125	(40,615)
		9,608,125	(40,615)
Basic earnings/ (loss) per share (cents per share)		39.23	(0.81)
Diluted earnings per share (cents per share)		23.63	-

The accompanying notes form part of these financial statements.

6

OOKAMI LIMITED (Formerly known as Advanced Engine Components Limited) ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2015

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2015

Note CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other assets 6 TOTAL CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Borrowings 7 Provision Funds held in trust 12 TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET (LIABILITIES) ASSETS SHAREHOLDERS’ (DEFICIT)/ EQUITY Issued capital 8 Reserves Accumulated losses SHAREHOLDERS’ (DEFICIT)/ EQUITY	31 December 2015 30 June 2015 $ $ 3,712,762 419 14,749 - 404,148 -
	4,131,659 419
	4,131,659 419
	191,348 1,176,990 300,000 10,137,920 - 182,659 3,700,000 -
	4,191,348 11,497,569
	4,191,348 11,497,569
	(59,689) (11,497,150)
	21,793,635 21,193,635 1,229,336 603,280 (23,082,660) (33,294,065)
	(59,689) (11,497,150)

The accompanying notes form part of these financial statements.

7

OOKAMI LIMITED (Formerly known as Advanced Engine Components Limited) ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2015

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 31 DECEMBER 2015

	Issued Capital	Option	Accumulated
		Premium	Losses	Total
		Reserve
	$	$	$	$
Balance at 1 July 2014	21,193,635	603,280	(33,139,113)	(11,342,198)
Loss for the period	-	-	(40,615)	(40,615)
Other comprehensive loss	-	-	-	-
Total comprehensive loss for the period	-	-	(40,615)	(40,615)
Balance at 31 December 2014	21,193,635	603,280	(33,179,728)	(11,382,813)
Balance at 1 July 2015	21,193,635	603,280	(33,294,065)	(11,497,150)
Profit for the period	-	-	9,608,125	9,608,125
Other comprehensive income	-	-	-	-
Total comprehensive loss for the period	-	-	9,608,125	9,608,125
Transactions with owners, recognised
directly in equity
Reserves expired during the period	-	(603,280)	603,280	-
Equity issued during the period	600,000	1,229,336	-	1,829,336
Balance at 31 December 2015	21,793,635	1,229,336	(23,082,660)	(59,689)

The accompanying notes form part of these financial statements.

8

OOKAMI LIMITED (Formerly known as Advanced Engine Components Limited) ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2015

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF YEAR ENDED 31 DECEMBER 2015

CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees Payment to deed Administrator Interest received Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Expenditure on plant and equipment Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from borrowings – convertible notes Capital raising Deferred capital raising costs Net cash from financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at 31 December	31 December 2015 31 December 2014 $ $ (113,774) (4,718) (129,571) - 29 -
	(243,316) (4,718)
	- -
	- -
	300,000 - 3,700,000 - (44,341) -
	3,955,659 -
	3,712,343 (4,718) 419 6,810
	3,712,762 2,092

The accompanying notes form part of these financial statements

9

OOKAMI LIMITED (Formerly known as Advanced Engine Components Limited) ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2015

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2015

These consolidated financial statements for the half year ended 31 December 2015 cover Ookami Limited (“the Company”) and its controlled entities 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 interim financial report was issued by the board of directors on 29 February 2016 by the directors of the Company.

This interim financial report does not include the full disclosures of the type normally included in an annual financial report. Therefore, it cannot be expected to provide as full an understanding of the financial performance, financial position and cash flows of the Company as in the full financial report.

It is recommended that this interim financial report is read in conjunction with the annual financial report for the year ended 30 June 2015 and any public announcements made by Ookami Limited during and since the end of the half-year in accordance with continuous disclosure requirements arising under the Corporations Act 2001 and the ASX Listing Rules.

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Statement of Compliance

The interim financial report is a condensed financial report prepared in accordance with the requirements of the Corporations Act 2001 and AASB 134: Interim Financial Reporting. Compliance with AASB 134 ensures compliance with IAS 34 ‘Interim Financial Reporting’ where possible (refer to note 1(b)).

The financial statements have been prepared on an accruals basis and are based on historical costs modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

This half-year report does not include the full disclosures of the type normally included in an annual financial report. Therefore, it cannot be expected to provide as full an understanding of the financial performance, financial position and cash flows of the Company as in the full financial report.

It is recommended that this half-year financial report is read in conjunction with the annual financial report for the year ended 30 June 2015 and any public announcements made by Ookami Limited during the half-year in accordance with the continuous disclosure requirements arising under the Corporations Act 2001 and the ASX Listing Rules.

The Accounting policies adopted in the preparation of this half-year financial report are consistent with those followed in preparation of the Group’s annual consolidated financial statements for the year ended 30 June 2015, except for the adoption of new standards and interpretations effective as of 1 July 2015 and applied these retrospectively. The adoption of these Standards and Interpretations has had no material impact.

10

OOKAMI LIMITED (Formerly known as Advanced Engine Components Limited) ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2015

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2015

• b) Incomplete records

• a) The financial report for the half-year ended 31 December 2015 has been prepared by Directors who were appointed on or after 5 June 2015. However, the Directors did not have control of the company until control was transferred to them on the effectuation of the deed of company arrangement on 23 September 2015.

• b) Prior to 23 September 2015, the current Directors did not have oversight or control over the company’s financial reporting systems including but not limited to being able to obtain access to complete accounting records of the Company. To prepare the financial reports for the half year ended 31 December 2015, the Directors have reconstructed the financial records of the company for the period 1 July 2015 to 23 September 2015 using data extracted from the company’s accounting system. However, there may have been information that the current Directors were not able to obtain, the impact of which may or may not have been material on the financial performance for the half year ended 31 December 2015.

• c) The current Directors have not been able to source books and records of the company’s subsidiaries. Accordingly, the financial information of the Company’s subsidiaries had been deconsolidated in prior periods (effective from 1 July 2010).

• d) The current Directors have not been able to source books and records of the company’s associate. Accordingly, the investment in the associate was impaired to nil in prior periods (effective from 30 June 2011) and is being carried at a nil value at 31 December 2015.

Consequently, although the Directors have prepared this financial report for the half year ended 31 December 2015 to the best of their knowledge based on the information made available to them, they were of the opinion that it was not possible to state that these financial reports had been prepared in accordance with Australian Accounting Standards including Australian interpretations, other authoritative pronouncements of the Australian Accounting Standard Board and the Corporations Act 2001, nor was it possible to state these financial reports gave a true and fair view of the Group’s financial position as at 31 December 2015 and its performance for the half-year ended on that date.

It should be noted that the matters referred to in items (a) to (d) above were also relevant for the year ended 30 June 2015 and the half-year ended 31 December 2014 which are presented as comparative figures in this report.

c) Going concern

The financial report has been prepared on a going concern basis, which assumes continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The Directors believe it is appropriate to prepare these accounts on a going concern basis because under the DOCA effectuated on 23 September 2015. The Company has extinguished all liabilities associated with the previous administration of the Company and has subsequently completed the following transactions:

• Completion of $3,700,000 capital raising;

• Reinstatement on the ASX;

• Acquisition of Investia Technologies Pty Ltd (“Investia”), a software and technology development company. In consideration for the acquisition, Ookami Limited has subsequently issued to Investia shareholders

• 17,500,000 fully paid ordinary shares in OOK at a deemed issue price of $0.02 each (Initial Consideration Shares). All consideration shares are subject to ASX escrow provisions;

• 17,500,000 options exercisable at $0.03 each, expiring three years from date of issue;

• up to 32,500,000 deferred Consideration Shares subject to certain milestones being achieved.

The cash flow forecast indicates that based on the completion of the capital raising as described above, the consolidated entity will have sufficient cash flows to meet all commitments and working capital requirements for a period of at least 12 months from the signing of this financial report. Accordingly, the Directors are satisfied that the going concern basis of the preparation is appropriate.

11

OOKAMI LIMITED (Formerly known as Advanced Engine Components Limited) ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2015

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2015

NOTE 3: OPERATING SEGMENTS

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 of Directors (the chief operating decision makers) in assessing performance and in determining the allocation of resources.

The operating segments were previously identified by management based on geographical location. The Company’s previous operations have ceased. In addition, as detailed in Note 1(b), the financial information of the Group’s subsidiaries has been deconsolidated effective 1 July 2010 and accordingly, the financial information presented to the chief operating decision maker is consistent with that presented in the statement of profit or loss and other comprehensive income, statement of financial position and statement of cash flows.

NOTE 4: OTHER INCOME

On 29 August 2014, the Board resolved to place the Company into voluntary administration and appointed Mr Mark Summers and Mr Jack James of Palisade Business Consulting as joint and several administrators of the Company. Following appointment of the administrators, the powers of the Company’s officers (including Directors) were suspended and the administrators assumed control of the Company’s business, property and affairs.

The Deed of Company Arrangement (“DoCA”) was executed on 24 October 2014. On 13 March 2015, the creditors of the Company resolved that the Company vary the Original DoCA. On the 20 March 2015 the Company and Otsana Capital (Otsana) executed a varied DoCA, which embodied a proposal by Otsana for the recapitalisation of the Company (Recapitalisation Proposal). The DoCA provided for the creation of a Creditors Trust and an opportunity for the Company to be restructured for a “cash consideration”. Under the DoCA, the claims of the Company’s creditors as at 23 September 2015 now reside within the Creditors Trust. The Voluntary Administrators were appointed as Deed Administrators and Trustees of the Creditors Trust. The purpose of the DoCA was to facilitate a reconstruction and recapitalisation of the Company with a view to having the Company relisted on the ASX. On effectuation of the DoCA control of the Company reverted back to the directors.

The effectuation of the DoCA on 23 September 2015 had the following financial effect:

• claims of the Company’s creditors as at 23 September 2015 now reside within the Creditors Trust;

• all cash at bank and any other assets at 23 September 2015 were transferred to the creditors trust; and

• the payment of the promoter contribution of $200,000[2] .

This resulted in a debt release gain under the DoCA of $11,149,692 being recognised in the half year ended 31 December 2015 as detailed below:

2 The initial deposit of $27,500 and second deposit of $35,000 was settled in FY 2015, the amounts were loaned from the promoters as disclosed in Note 7. The remaining promoter contribution of $137,500 was settled during the period ending 31 December 2015.

12

OOKAMI LIMITED (Formerly known as Advanced Engine Components Limited) ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2015

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2015

NOTE 4: OTHER INCOME

NOTE 4: OTHER INCOME
Note Other Income - Net refunds received by Administrator - Final DoCA payment - Creditor shares transferred to the trust Assets transferred to the Creditors Trust Gain on creditor obligation released Gain arising from Deed of Company Arrangement	31 December 2015 31 December 2014 $ $
	(2,133) - (137,500) - (100,000) -
	(239,633) -
	11,389,325 -
	11,149,692 -

NOTE 5: SHARE BASED PAYMENTS

The following share-based payment arrangements existed at 31 December 2015:

• i. On 3 September 2015, 25,000,000 Promoter share options were granted to various Promoters including related parties for consideration of $0.00001 to acquire 1 share in the Company exercisable at $0.02 on or before 3 September 2019. The options were valued under Black and Scholes and a fair value adjustment was posted as a share based payment for the difference to the consideration received. The options vest immediately and the share based payment recognised in the profit and loss was $348,443. The options hold no dividend or voting rights and are transferrable.

• ii. On 3 September 2015, 25,000,000 shares were granted to various Promoters including related parties for consideration of $0.00001 to acquire 1 share in the Company. The shares were re-valued and a fair value adjustment was posted as a share based payment for the difference to the consideration received. The share based payment recognised in the profit and loss was $499,750.

• iii. On 3 September 2015, 5,000,000 shares were granted to Creditors for a deemed price of $0.02 per share. The shares were re-valued and a fair value adjustment was posted as a share based payment for the difference to the consideration received. The share based payment recognised in the profit and loss was $100,000 as part of other income (refer to note 4).

• iv. On 24 December 2015 12,000,000 Class A Performance Right (“Rights”) were approved by shareholders at a General Meeting. The offer of the Rights was made to directors on the 24 December 2015, the directors accepted the offer on the 24 December 2015. The grant date was determined to be the date of approval by shareholders. The Rights convert to ordinary shares when the attaching milestone is met. Class A Performance Right milestone requires the volume weighted average price (VWAP) for 10 consecutive trading days of shares equaling or exceeding 3 cents. The Rights were valued under Monte Carlo and a fair value adjustment was posted as a share based payment. The Rights vest immediately as they are market driven the share based payment recognised in the profit and loss was $212,400. The Rights hold no dividend or voting rights and are transferrable and will lapse 3 years from settlement date, 22 January 2019.

• v. On 24 December 2015 12,000,000 Class B Performance Right (“Rights”) were approved by shareholders at a General Meeting. The offer of the Rights was made to directors on the 24 December 2015, the directors accepted the offer on the 24 December 2015. The grant date was determined to be the date of approval by shareholders. The Rights convert to ordinary shares when the attaching milestone is met. Class B Performance Right milestone requires the volume weighted average price (VWAP) for 10 consecutive trading days of shares equaling or exceeding 4 cents. The Rights were valued under Monte Carlo and a fair value adjustment was posted as a share based payment. The Rights vest immediately as they are market driven the share based payment recognised in the profit and loss was $204,000. The Rights hold no dividend or voting rights and are transferrable and will lapse 3 years from settlement date, 22 January 2019.

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OOKAMI LIMITED (Formerly known as Advanced Engine Components Limited) ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2015

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2015

NOTE 5: SHARE BASED PAYMENTS

• vi. On 24 December 2015 12,000,000 Class C Performance Right (“Rights”) were approved by shareholders at a General Meeting. The offer of the Rights was made to directors on the 24 December 2015, the directors accepted the offer on the 24 December 2015. The grant date was determined to be the date of approval by shareholders. The Rights convert to ordinary shares when the attaching milestone is met. Class C Performance Right milestone requires the volume weighted average price (VWAP) for 10 consecutive trading days of shares equaling or exceeding 5 cents. The Rights were valued under Monte Carlo and a fair value adjustment was posted as a share based payment. The Rights vest immediately as they are market driven the share based payment recognised in the profit and loss was $190,800. The Rights hold no dividend or voting rights and are transferrable and will lapse 3 years from settlement date, 22 January 2019.

• vii. On 24 December 2015, 25,000,000 share options were approved by shareholders at a General Meeting, to be issued to various Brokers at the discretion of the Board. The grant date was determined to be the date of approval by shareholders. The share options are exercisable at $0.03 on or before 22 January 2019. The options were valued under Black and Scholes and a fair value adjustment was posted as a prepayment. The options vest immediately and the share based payment recognised as a prepayment for brokerage expense was $273,443. The options hold no dividend or voting rights and are transferrable.

• viii. Instruments granted to Key Management Personnel are as follow:

	Grant Date	Number
	3 September 2015 – Promoter Shares	2,500,000
	3 September 2015 – Promoter Options	6,250,000
24	December 2015 – Class A Performance Rights	12,000,000
24	December 2015 - Class B Performance Rights	12,000,000
24	December 2015 - Class C Performance Rights	12,000,000
	24 December 2015 – Broker Options	5,000,000

These instruments vest immediately. The instruments hold no voting or dividend rights and are unlisted.

NOTE 6: OTHER ASSETS

NOTE 6: OTHER ASSETS
Note Other Assets - Deferred Cost of Equity Raising – Adviser Options - Deferred Cost of Equity Raising - Prepayment	31 December 2015 31 June 2015 $ $
	273,443 - 103,355 27,350 -
	404,148 -

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OOKAMI LIMITED (Formerly known as Advanced Engine Components Limited) ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2015

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2015

NOTE 7: BORROWINGS

NOTE 7: BORROWINGS
Note Current - Bridging Finance Loan from CCM Global Limited3 - Loan from 698 Capital Asia Pacific Ltd3 - Loan from 698 Capital Asia Pacific Ltd3 - Loan from Accord Ocean3 - Director related loans3 - Syndicate Loan from Norvest Corporate Pty Ltd3 - Loan from unrelated parties4 - Convertible Notes 7a	31 December 2015 30 June 2015 $ $
	- 250,000 - 5,082,648 - 3,412,282 - 451,995 - 157,332 - 720,000 - 63,663 300,000 -
	300,000 10,137,920

(a) Convertible Notes

On 22 September 2015, the Company entered into a number of identical convertible loan agreements with unrelated parties (except for as detailed below) for a total amount of $300,000. The Company obtained shareholder approval on the 24 December 2015 to convert the loaned amounts to satisfy the repayment of the funds advanced by issuing Shares at a deemed issue price of $0.02 per Share under the Conversion Offer. The shares were issued on the 22 January 2016.

No interest was payable and no security was required. One of the Converting Loan Agreements, for an amount of $20,000, was with Davinch Pty Ltd, an entity controlled by Mr Chris Ntoumenopoulos, a former Director of the Company.

3 Following effectuation of the DOCA on the 23 September 2015, all liabilities, contingent liabilities, obligations, warranties and long term commitments were transferred to the Creditors Trust.

4 The initial deposit of $27,500 and second deposit of $35,000 and funds of $1,163 were borrowed by the Company to facilitate the payment of the first and second deposit to the creditors trust in accordance with the DoCA (and for related recapitalisation expenses). The funds borrowed were unsecured and interest free. The loan was facilitated by the proponents of the recapitalisation of the company, Otsana Pty Ltd.

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OOKAMI LIMITED (Formerly known as Advanced Engine Components Limited) ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2015

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2015

NOTE 8: ISSUED CAPITAL		31 December	30 June
		2015	2015
(a) Share Capital
35,092,289 (30 June 2015: 5,092,289) fully paid ordinary	shares	21,793,635	21,193,635
(b) Movements in fully paid Ordinary Capital
	Date	Number	$
Balance at beginning of the reporting period	1 July 2014	203,683,388	21,193,635
Consolidation of existing shares 1:40 nil consideration	5 June 2015	(198,591,099)	-
Balance at end of the reporting period	30 June 2015	5,092,289	21,193,635
Balance at beginning of the reporting period	1 July 2015	5,092,289	21,193,635
Issued Capital – Placement to creditors trust	3 September 2015	5,000,000	100,000
Issued Capital – Placement to promoters	3 September 2015	25,000,000	500,000
Balance at end of the reporting period	31 December 2015	35,092,289	21,793,635

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.

NOTE 9: RELATED PARTY TRANSACTIONS

a. Key management personnel compensation

On the 23 September 2015, the Deed of Company Arrangement was effectuated. The directors entered into contracts to each be paid $2,000 per month for the provision of director services to Ookami Limited. The fees were payable from 1 February 2016.

b. Other related party transactions

Purchases from 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 key management personnel:

Rental of office space and registered office nil paid to Adamantium Holdings Pty Ltd at 31 December 2015, refer to note 10 for additional details. Adamantium Holdings Pty Ltd is a company controlled by director Faldi Ismail.

During the reporting period the following loans were made to the Company from Key Management Personnel:

One of the Converting Loan Agreements (Refer to Note 7), for an amount of $20,000, was with Davinch Pty Ltd, an entity controlled by Mr Chris Ntoumenopoulos, a former Director of the Company.

Certain key management personnel participated in the promoter share and options offer which has been accounted for as a share based payment (Refer to Note 5)

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OOKAMI LIMITED (Formerly known as Advanced Engine Components Limited) ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2015

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2015

NOTE 10: CONTINGENT LIABILITIES AND COMMITMENTS

Contingent Liabilities

There have been no changes in contingent liabilities since 30 June 2015.

Commitments

The company signed a twelve month lease agreement with Adamantium Holdings Pty Ltd (a related entity). The lease expires 1 November 2016. Commitments of $15,000 remain at the end of the reporting period

NOTE 11: FAIR VALUES

The fair value of financial assets and financial liabilities of the Group approximated their carrying amount.

NOTE 12: EVENTS SUBSEQUENT TO REPORTING DATE

On 5 October 2015 the Company announced the intention to acquire 100% of Investia Technologies Pty Ltd (‘Investia’), a software and technology development company.

As consideration for 100% of the issued capital of Investia, the Company agreed to issue:

• 17,500,000 fully paid ordinary shares in OOK at a deemed issue price of $0.02 each (Initial Consideration Shares). All consideration shares are subject to ASX escrow provisions;

• 17,500,000 options exercisable at $0.03 each, expiring three years from date of issue.

• up to 32,500,000 deferred consideration shares subject to certain milestones being achieved.

Settlement of the Acquisition became unconditional after all conditions were satisfied and the transaction was completed on the 25 January 2016. The Directors have reviewed the Acquisition and concluded that it does not represent a business combination, and as such, will be accounted for as an asset acquisition.

On 22 January 2016 pursuant to shareholder approval received at the General Meeting held on 24 December 2015 and the confirmation of conditional reinstatement received from the ASX, the following securities were issued:

• 185,000,000 fully paid ordinary shares at a price of $0.02 successfully raising $3,700,000 (before costs);

• 15,000,000 fully paid ordinary shares at a deemed issue price of $0.02 on conversion of convertible notes

• 17,500,000 fully paid ordinary shares at a deemed issue price of $0.02 as part consideration for the Acquisition;

• 17,500,000 unlisted options exercisable at $0.03 on or before 22 January 2019 as part consideration for the Acquisition;

• 25,000,000* options issued to brokers and corporate advisers with and exercise price of $0.03 on or before 22 January 2019;

• 36,000,000* performance right with Class A, Class B and Class C milestones as set out in the Company’s prospectus dated 23 November 2015

*The grant date for these securities was determined to be the date of the general meeting on 24 December 2015.

On the 22 January 2016 Funds held in Trust of $3,700,000 for the period ended 31 December 2015 were transferred from the Company Trust account to the Company transaction account on the issue of the securities.

As outlined above during the period the Directors worked towards the restructure and recapitalisation of the Company and liaising with the ASX in relation to the reinstatement of Ookami Limited’s securities for trading on the ASX. On 21 January 2016 the Company received conditional confirmation of the shares official quotation, shares commenced trading on 9 February 2016.

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OOKAMI LIMITED (Formerly known as Advanced Engine Components Limited)

ABN 67 009 081 770

INTERIM FINANCIAL REPORT 31 DECEMBER 2015

DIRECTORS’ DECLARATION

In the opinion of the Directors of Ookami Limited and its controlled entities (‘the Group’)

1. As set out in Note 1(b), although the Directors have prepared the financial statements, notes thereto, to the best of their knowledge based on the information made available to them, they are of the opinion that it is not possible to state that the financial statements and notes thereto are in accordance with the Corporations Act 2001, including:

2. (i) giving a true and fair view of the Group’s financial position as at 31 December 2015 and of its performance for the half-year ended on that date; and

3. (ii) complying with Australian Accounting Standards AASB 134 Interim Financial Reporting.

4. There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

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

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Faldi Ismail

Non-Executive Chairman Dated 29 February 2016

18

Ernst & Young 11 Mounts Bay Road Perth WA 6000 Australia GPO Box M939 Perth WA 6843

Tel: +61 8 9429 2222 Fax: +61 8 9429 2436 ey.com/au

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Report on the half-year financial report to the members of Ookami Limited

We have reviewed the accompanying half-year financial report of Ookami Limited and its controlled entities (“the consolidated entity”), which comprises the consolidated statement of financial position as at 31 December 2015, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the half-year end or from time to time during the half-year.

Directors’ responsibility for the half-year financial report

The directors of the Ookami Limited (“the company”) are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal controls as the directors determine are necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity . Because of the matters described in the basis for disclaimer of review conclusion paragraphs, we were not able to obtain sufficient appropriate review evidence to provide a basis for review conclusion.

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which is included in the Directors’ Report.

Basis for disclaimer of review conclusion

1. As disclosed in note 1(b) to the financial statements, the Directors of Ookami Limited have identified that they did not have oversight or control over the consolidated entity’s reporting system at any time prior to 23 September 2015 (the date the consolidated entity exited from administration).

2. Due to the above, the Directors of Ookami Limited have been unable to conclude without qualification, within their directors’ declaration, that the financial statements of the consolidated entity for the financial period ended 31 December 2015 have been prepared in accordance with the Corporation Acts 2001 and Australian Accounting Standards, to give a true and fair view of the financial position of the consolidated entity as at 31 December 2015 and of its performance for the period ended on that date.

3. The representation letter provided to the auditors by the consolidated entity has also been qualified on the basis that the Directors of Ookami Limited did not have oversight or control over the reporting system at any time prior to 23 September 2015.

TD:VH:OOKAMI:010

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

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1. As a result of the above matter, we are unable to obtain sufficient appropriate evidence for the transactions undertaken by the consolidated entity for the period 1 July 2015 to 23 September 2015. The transactions undertaken by the consolidated entity during this period impact the determination of the financial performance and cash flows of the consolidated entity for the period ended 31 December 2015.

2. We audited the financial statements of the consolidated entity for the financial year ended 30 June 2015, and in our audit report dated 18 November 2015 expressed a disclaimer of opinion on that financial report. Since opening balances of assets and liabilities affect the determination of the consolidated entity’s financial performance for the half-year ended 31 December 2015, we were unable to determine whether adjustments to the results of operations for the half-year ended 31 December 2015 were necessary. Further, the financial position of the consolidated entity for the year ended 30 June 2015 is shown as comparatives in the 31 December 2015 half-year financial report.

3. We reviewed the financial statements of the consolidated entity for the half-year ended 31 December 2014, for which we were unable to and did not express a review conclusion as to the truth and fairness of the financial position of the consolidated entity as at 31 December 2014 and of its performance for the half-year ended on that date due to the existence of limitations on the scope of our work as detailed in our disclaimer of auditor’s conclusion dated 18 November 2015. The financial performance of the consolidated entity for the half-year ended 31 December 2014 is shown as comparatives in the 31 December 2015 half-year financial report.

4. The current Board of Oakami Limited has not been able to source and provide to ourselves certain books and records of the company for the period 1 July 2015 to 23 September 2015. Without access to this documentation, we are unable to obtain sufficient appropriate review evidence for the measurement, occurrence, completeness and disclosures relating to the revenues, expenses and cash flows of Oakami Limited as reflected in the financial statements for the period ended 31 December 2015.

5. The current Board of Ookami Limited has not been able to source and provide to ourselves books and records of the company’s subsidiaries. As detailed in Note 1(b) to the financial report, the financial information of the subsidiaries was deconsolidated from 1 July 2010. Under Australian Accounting Standards, the financial information of subsidiaries should be consolidated. Had the financial information of the subsidiaries been consolidated, many elements in the accompanying financial report may have been materially affected. The effects on the financial report of the failure to consolidate the subsidiaries financial position as at 31 December 2015 and its performance for the half-year then ended have not been able to be determined.

6. The current Board of Ookami Limited has not been able to source and provide to ourselves books and records of the company’s associate. Accordingly, as detailed in Note 1(b) to the financial report, the investment in the associate was impaired to nil at 30 June 2011 and is being carried at a nil value at 31 December 2015. We were unable to obtain sufficient appropriate audit evidence concerning the carrying amount of the company’s investment in the associate as at 31 December 2015 and the company’s share of the associate’s profit or loss and other comprehensive income or loss for the half-year then ended.

Disclaimer of review conclusion

Because of the significance of the matters described in the basis for disclaimer of review conclusion paragraphs, we have not been able to obtain sufficient appropriate review evidence to provide a basis for a review conclusion. Accordingly we do not express a review conclusion on the financial report for the half-year ended 31 December 2015.

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

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Report on other legal and regulatory requirements

Due to the matter described in the basis for disclaimer of review conclusion paragraphs, we have not been given all information, explanation and assistance necessary for the conduct of the review; and we are unable to determine whether the company has kept:

• a. financial records sufficient to enable the financial report to be prepared and reviewed; and

• b. other records and registers as required by the Corporations Act 2001 .

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Ernst & Young

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T G Dachs Partner Perth

29 February 2016

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation