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FIRST LITHIUM LIMITED — Interim / Quarterly Report 2017
Feb 26, 2017
64921_rns_2017-02-26_43429f52-7789-47a6-8288-9f01e31542b5.pdf
Interim / Quarterly Report
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Appendix 4D Half Year Report
Appendix 4D
Half Year Report to the Australian Stock Exchange
Part 1
| Part 1 | |
|---|---|
| Name of Entity | Ookami Limited |
| ABN | 67 009 081 770 |
| Half Year Ended | 31 December 2016 |
| Previous Corresponding Reporting Period |
31 December 2015 |
Part 2 – Results for Announcement to the Market
| 31 Dec 2016 $ |
31 Dec 2016 $ |
31 Dec 2015 $ |
31 Dec 2015 $ |
Percentage increase /(decrease) over previous corresponding period |
||
|---|---|---|---|---|---|---|
| Revenue from continuing operations | 11,200 | 11,149,722 | (100%) | |||
| (Loss)/Profit from continuing activities after tax attributable to members |
(259,018) | 9,608,125 | (103%) | |||
| Net (loss)/profit attributable to members | (259,018) | 9,608,125 | (103%) | |||
| Dividends (distributions) | Amount per security | Franked amount per security | ||||
| Final Dividend | Nil | Nil | ||||
| Interim Dividend | Nil | Nil | ||||
| 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.
Ookami Limited
Page 1
Appendix 4D Half Year Report
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
| 2016 | 2015 | |
|---|---|---|
| Net tangible asset backing per ordinary security | 0.11 | Not applicable |
| – disclaimed | ||
| opinion |
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 ofgainingor losingcontrol |
Not applicable |
| 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 ordinary | Not applicable |
| 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) |
|---|---|---|---|---|
| 2016 % |
2015 % |
2016 $A’000 |
2015 $A’000 |
|
| Associates | NA | NA | - | - |
| Joint Venture Entities Monika AEC |
26% | 26% | - | - |
Part 9 – Audit/Review Status
| art 9 – Audit/Review Status | art 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 2016.
Attachments Forming Part of Appendix 4D
| **ttachments Forming ** | Part of Appendix 4D | |
|---|---|---|
| Attachment # | Details | |
| 1 | Half Year Financial Report | |
| Signed By Company Secretary | ||
| Shannon Coates | ||
| Date 27 February 2017 |
Ookami Limited
Page 4
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LIMITED
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ABN: 67 009 081 770
INTERIM FINANCIAL REPORT for the half-year ended 31 December 2016
The information contained in this condensed report is to be read in conjunction with Ookami Limited’s 2016 annual report and announcements to the market made by Ookami Limited
OOKAMI LIMITED ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2016
CONTENTS
| Corporate Directory | 1 |
|---|---|
| Directors’ Report | 2 |
| Auditor’s Independence Declaration | 4 |
| Financial Report | 5 |
| Directors’ Declaration | 14 |
| Independent Auditor’s Review Report | 15 |
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 2, 267 St Georges Terrace Perth, WA, 6000
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
ABN 67 009 081 770
INTERIM FINANCIAL REPORT 31 DECEMBER 2016
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 2016.
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 |
Review of operations
During the period the Company continued to develop its Akela proprietary financial services software platform which provides Australian Financial Services Licence (AFSL) holders with a streamlined total managed solution to capital raisings and distribution of public and private offerings. The Company also continued to evaluate complimentary business acquisitions as part of the growth strategy outlined in the prospectus lodged with ASIC on 23 November 2015.
Akela Capital Pty Ltd
The Company’s wholly owned subsidiary, Akela Capital Pty Ltd (“Akela”) successfully ‘soft’ launched the Akela platform during the beta testing phase.
Individuals and entities are able to register on the platform to gain access to offerings, www.akela.vc
There were a number of Offers posted on the platform and the Company is pleased to report that there were no major issues encountered.
The development of the Akela platform is progressing on time and on budget, including:
-
Mobile App development well underway with the first version due to be released next quarter.
-
Development of the Multi-tenant version (white label) of the web application has commenced and is progressing well.
-
Discussions remain ongoing with strategic and prominent financial service providers and AFSL licence holders to participate in a closed ecosystem.
As announced on 14 September 2016, the Company, via Akela, secured an allocation for its members in Cr8tek’s (ASX:CR8) capital raising for CR8’s proposed Flamingo acquisition.
On 19 October 2016, Akela Capital Pty Ltd secured an allocation for its platform’s subscribers in the IPO for openDNA.
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On 7 December 2016, Akela Capital Pty Ltd secured an allocation for its platforms subscribers in the IPO for Essence Lab Ltd.
Financial Performance
The loss for the six months ended 31 December 2016 was $259,018 (31 December 2015: profit $9,608,125).
2
OOKAMI LIMITED
ABN 67 009 081 770
INTERIM FINANCIAL REPORT 31 DECEMBER 2016
DIRECTORS’ REPORT
Significant events after the balance sheet date
No other matters or circumstances have arisen since the end of the reporting period which significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years.
Auditor independence and non-audit services
The auditor’s independence declaration is included on page 4 of the financial report.
Signed in accordance with a resolution of the Board of Directors made pursuant to s.306(3) of the Corporations Act 2001 .
On behalf of the Directors
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Faldi Ismail Non-Executive Chairman Dated 27 February 2017
3
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 2016, 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 27 February 2017
TD:KG:Ookami:002
A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation
OOKAMI LIMITED ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2016
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2016
| 31 December | 31 December | ||
|---|---|---|---|
| 2016 | 2015 | ||
| Note | $ | $ | |
| Interest income | 11,200 | 30 | |
| Other income | 3 | - | 11,149,692 |
| Director fees | (36,000) | - | |
| Software expense | (134,795) | - | |
| Professional fees | (50,449) | (71,997) | |
| Share based payment expense | 4 | - | (1,455,393) |
| Share register expense | (16,874) | (9,924) | |
| Other expenses | (32,100) | (4,283) | |
| Profit/ (Loss) before income tax | (259,018) | 9,608,125 | |
| Income tax expense | - | - | |
| Profit/ (Loss) for the period | (259,018) | 9,608,125 | |
| 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 | (259,018) | 9,608,125 | |
| Profit/ (Loss) attributable to: | |||
| Members of the parent entity | (259,018) | 9,608,125 | |
| Total comprehensive profit/ (loss) attributable to: | |||
| Members of the parent entity | (259,018) | 9,608,125 | |
| Basic loss per share (cents per share) | (0.10) | 39.23 | |
| Diluted loss per share (cents per share) | (0.10) | 23.63 |
The accompanying notes form part of these financial statements.
5
OOKAMI LIMITED ABN 67 009 081 770
INTERIM FINANCIAL REPORT 31 DECEMBER 2016
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2016
| Note CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Intangible assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Borrowings TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS SHAREHOLDERS’ (DEFICIT)/ EQUITY Issued capital 5 Reserves Accumulated losses SHAREHOLDERS’ EQUITY |
31 December 2016 30 June 2016 $ $ 2,893,273 3,141,828 15,152 6,519 10,084 6,875 |
|---|---|
| 2,918,509 3,155,222 |
|
| 568,917 568,917 |
|
| 568,917 568,917 |
|
| 3,487,426 3,724,139 |
|
| 85,660 58,405 - 4,950 |
|
| 85,660 63,355 |
|
| 85,660 63,355 |
|
| 3,401,766 3,660,784 |
|
| 25,537,263 25,537,263 1,420,798 1,420,798 (23,556,295) (23,297,277) |
|
| 3,401,766 3,660,784 |
The accompanying notes form part of these financial statements.
6
OOKAMI LIMITED ABN 67 009 081 770
INTERIM FINANCIAL REPORT 31 DECEMBER 2016
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 31 DECEMBER 2016
| Balance at 1 July 2015 Profit for the period Other comprehensive income Total comprehensive income for the period Transactions with owners, recognised directly in equity Reserves expired during the period Equity issued during the period Balance at 31 December 2015 Balance at 1 July 2016 Loss for the period Other comprehensive income Total comprehensive loss for the period Balance at 31 December 2016 |
Issued Capital Option Premium Reserve Accumulated Losses Total $ $ $ $ 21,193,635 603,280 (33,294,065) (11,497,150) - - 9,608,125 9,608,125 - - - - |
|---|---|
| - - 9,608,125 9,608,125 |
|
| - (603,280) 603,280 - 600,000 1,229,336 - 1,829,336 |
|
| 21,793,635 1,229,336 (23,082,660) (59,689) |
|
| 25,537,263 1,420,798 (23,297,277) 3,660,784 - - (259,018) (259,018) - - - - |
|
| - - (259,018) (259,018) |
|
| 25,537,263 1,420,798 (23,556,295) 3,401,766 |
The accompanying notes form part of these financial statements.
7
OOKAMI LIMITED
ABN 67 009 081 770
INTERIM FINANCIAL REPORT 31 DECEMBER 2016
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF YEAR ENDED 31 DECEMBER 2016
| 31 December | 31 December | |
|---|---|---|
| 2016 | 2015 | |
| $ | $ | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Payments to suppliers and employees | (140,010) | (113,774) |
| Payments for software platform | (114,795) | - |
| Payment to deed Administrator | - | (129,571) |
| Interest received | 11,200 | 29 |
| Net cash used in operating activities | (243,605) | (243,316) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Repayment of insurance funding | (4,950) | - |
| Proceeds from borrowings – convertible notes | - | 300,000 |
| Capital raising | - | 3,700,000 |
| Deferred capital raising costs | - | (44,341) |
| Net cash (used in)/provided by financing activities | (4,950) | 3,955,659 |
| Net (decrease)/increase in cash and cash equivalents | (248,555) | 3,712,343 |
| Cash and cash equivalents at beginning of period | 3,141,828 | 419 |
| Cash and cash equivalents at 31 December | 2,893,273 | 3,712,762 |
The accompanying notes form part of these financial statements
8
OOKAMI LIMITED ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2016
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2016
These consolidated financial statements for the half year ended 31 December 2016 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 27 February 2017 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 2016 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.
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 2016, except for the adoption of new standards and interpretations effective as of 1 July 2016 and applied these retrospectively. The adoption of these Standards and Interpretations has had no material impact.
Changes in accounting policies, accounting standards and interpretations
The accounting policies adopted in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended 30 June 2016. All applicable new standards and interpretations issued since 1 July 2016 have been adopted. There was no significant impact on the Group.
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 the effectuation of the deed of company arrangement (“DoCA”) 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.
9
OOKAMI LIMITED ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2016
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2016
- c) The current Directors have not been able to source books and records of the Company’s subsidiary, AEC China Ltd. Accordingly, the financial information of AEC China Ltd had been deconsolidated in prior periods (effective from 1 July 2010).
Consequently, although the Directors have prepared this financial report for the year ended 31 December 2016 to the best of their knowledge based on the information available to them, they are of the opinion that it is 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. Furthermore, the Directors are of the opinion that it is not possible to state this financial report gives a true and fair view of the Group’s financial position as at 31 December 2016 and its performance for the half-year ended on that date and cannot form a view as to whether the financial statements comply with International Financial Reporting Standards (IFRS).
NOTE 2: 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 Group now only has one segment being, the development of software and the location of the segments assets is in Western Australia. Accordingly, all significant operating disclosures are based upon analysis of the Group as one segment. The financial results from this segment are equivalent to the financial statements of the Group as a whole.
NOTE 3: 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[1] .
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:
1 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 6. The remaining promoter contribution of $137,500 was settled during the period ending 31 December 2015.
10
OOKAMI LIMITED ABN 67 009 081 770
INTERIM FINANCIAL REPORT 31 DECEMBER 2016
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2016
NOTE 3: OTHER INCOME
| NOTE 3: 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 2016 31 December 2015 $ $ |
| - (2,133) - (137,500) - (100,000) |
|
| - (239,633) |
|
| - 11,389,325 |
|
| - 11,149,692 |
NOTE 4: SHARE BASED PAYMENT EXPENSE
The following share-based payment were on issue as at 31 December 2016:
| Grant Date | Number |
|---|---|
| 3 September 2015 – Promoter Shares Options | 25,000,000 |
| 3 September 2015 – Broker Share Options | 25,000,000 |
| 24 December 2015 – Class A Performance Rights | 9,000,000 |
| 24 December 2015 - Class B Performance Rights | 9,000,000 |
| 24 December 2015 - Class C Performance Rights | 9,000,000 |
| 24 December 2015 – Broker Options | 17,500,000 |
These instruments vested immediately. The instruments hold no voting or dividend rights and are unlisted.
11
OOKAMI LIMITED
ABN 67 009 081 770
INTERIM FINANCIAL REPORT 31 DECEMBER 2016
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2016
| NOTE 5: ISSUED CAPITAL 31 December 2016 30 June 2016 (a) Share Capital $ $ 252,592,289 (30 June 2016: 252,592,289) fully paid ordinary shares 25,537,263 25,537,263 (b) Movements in fully paid Ordinary Capital Date Number $ 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 comparative half-year 31 December 2015 35,092,289 21,793,635 Issued Capital – Pursuant to prospectus 22 January 2016 185,000,000 3,700,000 Issued Capital – Conversion of convertible notes2 22 January 2016 15,000,000 300,000 Issued Capital – Consideration for acquisition of subsidiary 25 January 2016 17,500,000 350,000 Capital raising costs - (606,372) Balance at end of the reporting period 30 June 2016 252,592,289 25,537,263 Balance at beginning of the reporting period 1 July 2016 252,592,289 25,537,263 Balance at end of the reporting period 31 December 2016 252,592,289 25,537,263 |
31 December 2016 30 June 2016 $ $ |
31 December 2016 30 June 2016 $ $ |
|---|---|---|
| 25,537,263 25,537,263 |
||
| Number $ |
||
| 5,092,289 21,193,635 5,000,000 100,000 25,000,000 500,000 |
||
| 35,092,289 21,793,635 185,000,000 3,700,000 15,000,000 300,000 17,500,000 350,000 - (606,372) |
||
| 252,592,289 25,537,263 |
||
| 252,592,289 25,537,263 |
||
| 252,592,289 25,537,263 |
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 6: RELATED PARTY TRANSACTIONS
a. Key management personnel compensation
The related party transactions of the half-year financial report are consistent with those disclosed in the Company’s 2016 annual financial report for the financial year ended 30 June 2016.
2 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.
12
OOKAMI LIMITED ABN 67 009 081 770
INTERIM FINANCIAL REPORT 31 DECEMBER 2016
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2016
NOTE 7: CONTINGENT LIABILITIES AND COMMITMENTS
Contingent Liabilities
There have been no changes in contingent liabilities since 30 June 2016.
Commitments
The Company signed a twelve month lease agreement with Adamantium Holdings Pty Ltd (a related entity). The lease expired on 1 November 2016 and thereafter the Company is not bound to any rental commitment except 3 months’ cancellation notification. Commitments of $4,500 remain at the end of the reporting period.
The Company signed a 24 months consultancy agreement with Zak Ismail to provide information technology services. The agreement expires on 31 January 2018. Commitments of $60,000 remain at 31 December 2016.
NOTE 8: FAIR VALUES
The fair value of financial assets and financial liabilities of the Group approximated their carrying amount.
NOTE 9: EVENTS SUBSEQUENT TO REPORTING DATE
No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years.
13
OOKAMI LIMITED ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2016
DIRECTORS’ DECLARATION
In the opinion of the Directors of Ookami Limited and its controlled entities (‘the Group’)
-
As set out in note 1(b), although the Directors have prepared the financial statements and 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:
-
(i) giving a true and fair view of the Group’s financial position as at 31 December 2016 and its performance for the half-year ended on that date; and
-
(ii) complying with Australian Accounting Standard AASB 134 Interim Financial Reporting.
-
There are reasonable ground 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
27 February 2017
14
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 were engaged to review 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 2016, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the 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
- We audited the financial statements of the consolidated entity for the financial year ended 30 June 2016, and in our audit report dated 13 September 2016 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 2016, we were unable to determine whether adjustments to the results of operations for the half-year ended 31 December 2016 were necessary. Further, the financial position of the consolidated entity for the year ended 30 June 2016 is shown as comparatives in the 31 December 2016 half-year financial report.
TD:KG:OOKAMI:003
A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation
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We reviewed the financial statements of the consolidated entity for the half-year ended 31 December 2015, 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 2015 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 29 February 2016. The financial performance of the consolidated entity for the half-year ended 31 December 2015 is shown as comparatives in the 31 December 2016 half-year financial report.
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The current Board of Ookami Limited has not been able to source and provide to ourselves books and records of the company’s subsidiary, AEC China Ltd. As detailed in note 1(b) to the financial report, the financial information of AEC China Ltd was deconsolidated from 1 July 2010. Under Australian Accounting Standards, the financial information of subsidiaries should be consolidated. Had the financial information of AEC China Ltd 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 AEC China Ltd’s financial position as at 31 December 2016 and its performance for the year then ended have not been able to be determined.
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 2016.
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:
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a. financial records sufficient to enable the financial report to be prepared and reviewed; and
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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
27 February 2017
A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation