FIRST LITHIUM LIMITED — Interim / Quarterly Report 2018

Apr 19, 2018

ACN: 009 081 770

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LIMITED

ENGINE COMPO

ASX ANNOUNCEMENT

20 April 2018

ACTIVITIES REPORT FOR THE QUARTER ENDED 31 MARCH 2018

Highlights

• Ookami completed its acquisition of a strategic equity position in blockchain company ‘Brontech Pty Ltd’

• Strategic investment, collaboration and development agreement with digital asset exchange, National Current eXchange (NCX), signed

• NCX to assist Ookami develop a software architecture and business analysis scope for the Akela platform to integrate digital asset payment solutions

• Ookami sufficiently funded with $500,000 in capital raised from strategic investors

• Ms Emma Poposka, leading Blockchain technologist appointed to the Board

• Successful completion of allocations through Akela, with a strong pipeline of offers under review

Ookami Limited (ASX:OOK) ( OOK or the Company ) provides the following update on the Company’s activities during the quarter ended 31 March 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
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ACN: 009 081 770
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Brontech Pty Ltd

During the period, the Company received shareholder approval pursuant to Chapter 11.1.2, to complete the strategic investment into Sydney based company, Brontech Pty Ltd ( Brontech ). Brontech is a blockchain backed platform for data exchange and identity management. In addition to the existing platform, Brontech is developing proprietary applications to extract data and pack it into anonymised data products that are sold to corporations and SMEs as insights and research tools.

Following completion of the investment, the Company has an 18.23% strategic equity interest in Brontech. In accordance with the terms of the investment, Brontech founder and CEO, Ms Emma Poposka was appointed a Director of the Company on 5 February 2018.

Further details on Ms Poposka’s qualifications and experience can be found on the Company’s website.

National Currency eXchange

During the quarter ended 31 March 2018, the Company entered into a strategic investment, collaboration and development agreement with digital asset exchange, National Currency eXchange ( NCX ) ( Agreement ).

NCX was identified as a logical partner for digital asset management as it embraces similar regulatory compliance focused foundations that both the Akela platform and Brontech are built on.

The key deliverables of the Agreement are:

• Payment Gateway : NCX will assist the Company to develop a software architecture and business analysis scope for the Payment Gateway, to be done within 3 months; and

• Development Services : separate to the Payment Gateway, NCX will provide development services to OOK for the further development of its intellectual property, including the Akela Platform and related project management services, for a period of 12 months.

As noted in the announcements on 13 February 2018 and 26 March 2018, the Company and NCX are exploring the development of an investment platform which, if successful will allow verified clients to access a ‘digital wallet’ allowing Akela to be the first securities investment platform to integrate digital asset payment solutions for use in traditional equity offerings.

Under the Agreement, NCX will assist the Company to develop a software architecture and business analysis scope for the Payment Gateway via a blockchain methodology, after which time the parties intend to collaborate on a jointly funded project to develop the Payment Gateway.

Further terms of the Agreement and details on the Company’s investment in NCX, can be found in the ASX announcement on 12 March 2018 and 9 April 2018.

Akela Platform

During the quarter, the Company’s wholly owned Akela Platform continued to generate revenue and secure quality offerings for its retail and sophisticated (s708) investors. During March 2018, Akela offered its clients the opportunity to participate in Rafaella Resources Ltd’s Initial Public Offering (IPO), with Akela closing its allocation heavily oversubscribed.

Akela has also secured an allocation in the prospectus capital raising for Metals 479 Limited (proposed ASX code: ML7), with the offer now open to both its retail and s708 clients.

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LIMITED

ACN: 009 081 770

Akela looks forward to continuing to advance its revenue opportunities with further quality offerings for its subscribers, with a strong pipeline of offers under evaluation.

Corporate

During the period and as announced on 12 March 2018, the Company undertook a capital raising to raise a total of $500,000 (before costs). The raising was completed through the issue of 11,111,111 fully paid ordinary shares at an issue price of $0.045 per share (“ Placement ”), to unrelated sophisticated and professional investors.

The Placement was conducted without shareholder approval utilising the Company’s 15% annual placement capacity under ASX Listing Rule 7.1. Funds raised from the Placement have and will be used towards payment of development costs and investment into NCX’s Seed B capital raising, and for general working capital purposes.

7,515,789 fully paid ordinary shares and 2,500,000 unlisted options exercisable at $0.02 each on or before 3 September 2019, were issued to consultants during the quarter, for services provided to the Company. A further 38,547,059 fully paid ordinary shares were released from escrow, 4,520,270 fully paid shares were issued on conversion of unlisted options exercisable at $0.03 each on or before 22 January 2019 and 36,000,000 fully paid ordinary shares on conversion of Performance Rights.

As announced on 16 February 2018, Mr Peter Wall resigned as Non-executive Director of the Company.

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 considers the strengthening of the strategic relationship with Brontech and NCX as an important step in the development of its strategy.

-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

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About Ookami Limited

ACN: 009 081 770

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

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 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

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National Currency eXchange (NCX)

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ACN: 009 081 770
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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 Quarter ended (“current quarter”) 67 009 081 770 31 March 2018

Consolidated statement of cash flows	Current quarter $A’000	Year to date (9 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 (Legal fees and facilitation fees in relation to Brontech acquisition) 1.9 Net cash (used in) operating activities	60 (48) (27) - (24) (122) - - 2 - - (72)	73 (179) (27) - (57) (276) - - 9 - - (72)
	(231)	(529)
2. Cash flows from investing activities 2.1 Payments to acquire: (a) property, plant and equipment (b) businesses (see item 10) (c) investments in financial assets	- - (1,189)	- - (1,189)

• 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 (9 months) $A’000
(d) intellectual property (e) other non-current assets 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	- - - - - - - - - -	- - - - - - - - - -
	(1,189)	(1,189)
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	500 - 116 (22) - - - - -	500 - 116 (22) - - - - -
	594	594
4. Net (decrease) in cash and cash equivalents for the period	(826)	(1,124)
4.1 Cash and cash equivalents at beginning of quarter/year to date 2,366 2,664 4.2 Net cash (used in) operating activities (item 1.9 above) (231) (529) 4.3 Net cash from / (used in) investing activities (item 2.6 above) (1,189) (1,189) 4.4 Net cash (used in) financing activities (item 3.10 above) 594 594

• 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	-	-	-
	1,540	1,540
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)	1,520 20 - -		2,346 20 - -
	1,540		2,366
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 24 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
		Current quarter $A'000
		24
		-
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	60
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 capital raising management fees to Otsana Capital (company associated with Faldi Ismail) office rent for quarter and payment to technology consultant.

• 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	51 - 6 - 18 32 -
	107

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.

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Sign here: ............................................................ (Director/Company secretary)

20 April 2018 Date: .............................................

Print name:

Notes

1. The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity 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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