FIRST LITHIUM LIMITED — Interim / Quarterly Report 2019

Oct 24, 2018

ACN: 009 081 770

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LIMITED

ENGINE COMPO

ASX ANNOUNCEMENT 25 October 2018

ACTIVITIES REPORT FOR THE QUARTER ENDED 30 SEPTEMBER 2018

Highlights

• Launch of the integration of bronID with Akela

• Launch of Paid by Coins secure cryptocurrency Payment Gateway

• Akela closes two oversubscribed IPO offers; Indentitii Limited and QEM Limited

• Akela secures allocations in current IPO’s; International Cobalt Resources Limited and Shaw River Manganese Limited

• Controlled Placement Agreement executed with Acuity Capital

Ookami Limited (ASX:OOK) ( Ookami or the Company ) provides the following update on the Company’s activities during the quarter ended 30 September 2018.

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

The Directors of Ookami continue to consider technologies and solutions deemed complementary to the Ookami ecosystem and are continuing exploring such opportunities brought about via their deep industry connections.

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LIMITED
ACN: 009 081 770
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Brontech Pty Ltd

During the period, the Company announced the integration of Brontech’s “bronID” personal identity solution within the Onboarding and Login Pages of the platform. Users can use their bronID to login or via bronID code of Akela’s login page.

The customers that already have a bronID can onboard and be verified on the Akela platform. Furthermore, once the second stage of the integration is done, the users that onboard any platform (e.g. Akela), will be able to reuse the same verified credentials for all other partner platforms within the Ookami Ecosystem (e.g. NCX), as well as other parties (institutions, technology providers etc.) utilising the bronID technology. bronID users will not have to complete an ID verification process with another partner platform and will be able to simply utilise their existing bronID profile. If the client does not have a bronID, then they will complete one single ID verification process within Akela, which will use the bronID API, and at the end of the process they will be offered to save their digital profile in the bronID app.

The usage of the bronID API for identity verification will also overcome the compatibility issues in regard to identity verification requirements for compliance purposes between the different participants in the ecosystem. This is expected to strengthen the relationship between all the stakeholders within both Ookami’s ecosystem and Brontech technology partners and make the network more attractive for new participants.

Download bronID

bronID can be downloaded via the following App stores:

https://bronid.com/

https://itunes.apple.com/au/app/bronid/id1406109476

https://play.google.com/store/apps/details?id=tech.bron.bronid

Paid by Coins

Akela has completed technical integration with Paid By Coins, which will provide secure cryptocurrency to BPAY/Bank account technologies as one of Akela’s Payment Gateway solutions. Akela will be accepting BTC (Bitcoin), ETH (Ether) and other Alt-coins from its verified clients. This functionality will allow Akela to attract a rapidly growing customer base that wish to utilise their existing cryptocurrency assets, for traditional and alternate investments and assets classes, facilitated via a seamless “one stage” transaction process.

The Company will shortly make a separate announcement confirming the official launch of the Paid by Coins functionality.

Akela Platform

During the quarter, the Company closed oversubscribed offers for the Indentitii Limited and QEM Limited Initial Public Offerings ( ICO ) and also secured an allocation in both the International Cobalt Resources Limited and Shaw River Manganese Limited IPO’s.

Further information on International Cobalt Resources Limited and the IPO can be found on their website: www.intercobalt.com

Further information on Shaw River Manganese Limited (to be renamed Rolek Resources Limited) and their upcoming IPO can be found at their website www.rolek.com.au

Corporate

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LIMITED

ACN: 009 081 770

As announced on 21 September 2018, the Company entered into a Controlled Placement Agreement ( CPA ) with Acuity Capital. The CPA provides the Company with up to $2 million of standby equity capital over the coming 28-month period. Importantly, the Company retains full control of all aspects the placement process, including having sole discretion as to whether or not to utilise the CPA, the quantum of issued shares, the minimum issue price of shares and the timing of each placement tranche (if any). There are no requirements on the Company to utilise the CPA and the Company may terminate the CPA at any time, without cost or penalty. Acuity Capital and the CPA do not place any restrictions at any time on the Company securing debt or raising capital through other methods. If the Company does decide to utilise the CPA, the Company is able to set a floor price (at its sole discretion) and the final issue price will be calculated as the greater of that floor price set by the Company and a 10% discount to a Value Weighted Average Price (VWAP) over a period of the Company's choosing (again at the sole discretion of the Company). As collateral for the CPA, the Company has issued Acuity Capital 16,000,000 shares under its placement capacity pursuant to Listing Rule 7.1, at nil consideration (Collateral Shares) but may, at any time, cancel the CPA and buy back the Collateral Shares for no consideration (subject to shareholder approval).

The Company held a General Meeting of its Shareholders on 8 August 2018, to consider, among other matters, approval for the issue of 2,000,000 unlisted options to a consultant in lieu of services provided and the issue of 2,000,000 performance rights to Director, Emma Poposka. The unlisted options and performance rights were subsequently issued on 4 September 2018.

On 7 September 2018, the Company released its Annual Report, Corporate Governance Statement and Appendix 4G.

Outlook

As per the Company’s diversified investment and acquisition growth strategy outlined in its listing prospectus released on ASX in November 2015, the Directors of Ookami continue to consider technologies and solutions deemed complementary to the Ookami ecosystem, and are continuing to explore such opportunities brought about via their deep industry connections and are currently evaluating a number of additional complementary business acquisitions that may have the potential to create additional shareholder value. The Board is currently considering various opportunities deemed strategic to the technological and commercial partnerships in place with Brontech and NCX.

-Ends-

For further information, please contact:

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

About Ookami Limited

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

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

About Akela

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LIMITED

ACN: 009 081 770

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

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

About Akela Mobile App

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

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About Brontech

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

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

National Currency eXchange (NCX)

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

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

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

Appendix 4C Quarterly report for entities subject to Listing Rule 4.7B

+Rule 4.7B

Appendix 4C

Quarterly report for entities subject to Listing Rule 4.7B

Introduced 31/03/00 Amended 30/09/01, 24/10/05, 17/12/10, 01/09/16

Name of entity

OOKAMI LIMITED (OOK)

ABN 67 009 081 770

Quarter ended (“current quarter”)

30 September 2018

Consolidated statement of cash flows	Current quarter $A’000	Year to date (3 months) $A’000
1. Cash flows from operating activities 1.1 Receipts from customers 1.2 Payments for (a) research and development -technology expense (b) business development and marketing (d) leased assets (e) staff and board remuneration (f) administration and corporate costs 1.3 Dividends received (see note 3) 1.4 Interest received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 Government grants and tax incentives 1.8 Other (provide details if material) 1.9 Net cash (used in) operating activities	14 (61) - - (30) (21) - - 1 - - 12	14 (61) - - (30) (21) - - 1 - - 12
	(85)	(85)
2. Cash flows from investing activities 2.1 Payments to acquire: (a) property, plant and equipment (b) businesses (see item 10) (c) investments (d) intellectual property (e) other non-current assets	- - - - -	- - - - -

• See chapter 19 for defined terms

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Appendix 4C Quarterly report for entities subject to Listing Rule 4.7B

Consolidated statement of cash flows	Current quarter $A’000	Year to date (3 months) $A’000
2.2 Proceeds from disposal of: (a) property, plant and equipment (b) businesses (see item 10) (c) investments - shares (d) intellectual property (e) other non-current assets 2.3 Cash flows from loans to other entities 2.4 Dividends received (see note 3) 2.5 Other (provide details if material) 2.6 Net cash from / (used in) investing activities	- - - - - - - -	- - - - - - - -
	-	-
3. Cash flows from financing activities 3.1 Proceeds from issues of shares 3.2 Proceeds from issue of convertible notes 3.3 Proceeds from exercise of share options 3.4 Transaction costs related to issues of shares, convertible notes or options 3.5 Proceeds from borrowings 3.6 Repayment of borrowings 3.7 Transaction costs related to loans and borrowings 3.8 Dividends paid 3.9 Other (provide details if material) 3.10 Net cash (used in) financing activities	- - - (3) - - - - -	- - - (3) - - - - -
	(3)	(3)
4. Net (decrease) in cash and cash equivalents for the period	(88)	(88)
4.1 Cash and cash equivalents at beginning of quarter/year to date 1,250 1,250 4.2 Net cash (used in) operating activities (item 1.9 above) (85) (85) 4.3 Net cash from / (used in) investing activities (item 2.6 above) - - 4.4 Net cash (used in) financing activities (item 3.10 above) (3) (3)

• See chapter 19 for defined terms

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Appendix 4C Quarterly report for entities subject to Listing Rule 4.7B

4.5 Effect of movement in exchange rates on cash held 4.6 Cash and cash equivalents at end of quarter	-	-	-
	1,162	1,162
5. Reconciliation of cash and cash equivalents at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts	Current quarter $A’000		Previous quarter $A’000
5.1 Bank balances 5.2 Call deposits 5.3 Bank overdrafts 5.4 Other (provide details) 5.5 Cash and cash equivalents at end of quarter (should equal item 4.6 above)	1,142 20 - -		1,230 20 - -
	1,162		1,250

6.	Payments to directors of the entity and their associates	Current quarter
		$A'000
6.1	Aggregate amount of payments to these parties included in item 1.2	30
6.2	Aggregate amount of cash flow from loans to these parties included	-
	in item 2.3
6.3	Include below any explanation necessary to understand the transactions included in items 6.1
	and 6.2

Payment for non-executive director fees.

7.	Payments to related entities of the entity and their	Current quarter
	associates	$A'000
7.1	Aggregate amount of payments to these parties included in item 1.2	15
7.2	Aggregate amount of cash flow from loans to these parties included	-
	in item 2.3
7.3	Include below any explanation necessary to understand the transactions included in items 7.1
	and 7.2

Payment for office rent and corporate advisory.

• See chapter 19 for defined terms

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Appendix 4C Quarterly report for entities subject to Listing Rule 4.7B

8. Financing facilities available Add notes as necessary for an understanding of the position 8.1 Loan facilities 8.2 Credit standby arrangements 8.3 Other (please specify)	Total facility amount at quarter end $A’000	Amount drawn at quarter end $A’000
	-	-
	-	-
	-	-

• 8.4 Include below a description of each facility above, including the lender, interest rate and whether it is secured or unsecured. If any additional facilities have been entered into or are proposed to be entered into after quarter end, include details of those facilities as well.

9. Estimated cash outflows for next quarter	$A’000
9.1 Research and development – technology expense 9.2 Product manufacturing and operating costs 9.3 Advertising and marketing 9.4 Leased assets 9.5 Staff and board remuneration 9.6 Administration and corporate costs 9.7 Other (provide details if material) 9.8 Total estimated cash outflows	132 - 17 - 36 80 -
	266

10. Acquisitions and disposals of business entities (items 2.1(b) and 2.2(b) above)	Acquisitions	Disposals
10.1 Name of entity	-	-
10.2 Place of incorporation or registration	-	-
10.3 Consideration for acquisition or disposal	-	-
10.4 Total net assets	-	-
10.5 Nature of business	-	-

• See chapter 19 for defined terms

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Appendix 4C Quarterly report for entities subject to Listing Rule 4.7B

Compliance statement

• 1 This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A.

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

Sign here: ............................................................ ~~Director/~~ Company Secretary

25 October 2018 Date: .............................................

Print name: SHANNON COATES

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 that wishes to disclose additional information is encouraged to do so, in a note or notes included in or attached to this report.

2. If this quarterly report has been prepared in accordance with Australian Accounting Standards, the definitions in, and provisions of, AASB 107: Statement of Cash Flows apply to this report. If this quarterly report has been prepared in accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standard applies to this report.

3. Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities, depending on the accounting policy of the entity.

4. See chapter 19 for defined terms

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