FIRST LITHIUM LIMITED — Interim / Quarterly Report 2018

Feb 22, 2018

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 2017
Previous Corresponding Reporting Period	31 December 2016

Part 2 – Results for Announcement to the Market

	31 Dec 2017 $	31 Dec 2016 $	Percentage increase /(decrease) over previous corresponding period
Revenue from continuing operations	58,290	11,200	420%
(Loss)/Profit from continuing activities after tax attributable to members	(258,644)	(259,018)	(0.14%)
Net (loss)/profit attributable to members	(258,644)	(259,018)	(0.14%)

Dividends (distributions)	Amount per security	Amount per security	Franked amount per security
Final Dividend	Nil		Nil
Interim Dividend	Nil		Nil
Record date for determining entitlements to the dividends (if any)		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 ispayable	N/A
Record date to determine entitlement to the dividend	N/A
Amountper security	N/A
Total dividend	N/A
Amount per security of foreign sourced dividend or distribution	N/A
Details of anydividend reinvestmentplans 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

	2017	2016
Net tangible asset backing per ordinary security	0.09	0.11

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

Name of entity (or group of entities)	Not applicable
Date control gained 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 control	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)
	2017 %	2016 %	2017 $A’000	2016 $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 2017.

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 23 February 2018

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 2017

The information contained in this condensed report is to be read in conjunction with Ookami Limited’s 2017 annual report and announcements to the market made by Ookami Limited

OOKAMI LIMITED ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2017

CONTENTS

Corporate Directory	1
Directors’ Report	2
Auditor’s Independence Declaration	5
Financial Report	6
Directors’ Declaration	15
Independent Auditor’s Review Report	16

CORPORATE DIRECTORY

Directors

Faldi Ismail Non-Executive Chairman Brendan de Kauwe Non-Executive Director Emilija Poposka Kardaleva Non-Executive Director (appointed 30 January 2018)

Company Secretary Shannon Coates

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

Auditor

Pitcher Partners BA&A Pty Ltd 914 Hay Street 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

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OOKAMI LIMITED ABN 67 009 081 770

INTERIM FINANCIAL REPORT 31 DECEMBER 2017

DIRECTORS’ REPORT

Your Directors present their report, together with the interim financial statements of Ookami Limited (“the Company”) and controlled entities (“the Group” or “Ookami”) for the half-year ended 31 December 2017.

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
Emilija Poposka Kardaleva	Non-Executive Director	Appointed 30 January 2018
Peter Wall	Non-Executive Director	Appointed 27 October 2015
		Resigned 16 February 2018

Review of operations

During the period Ookami’s wholly owned Akela Platforms continues to generate revenue and secure quality offerings for its retail and sophisticated (s708) investors.

Akela has successfully completed the s708 placement for Vector Resources Limited (ASX: VEC) and the prospectus capital raising for Jadar Lithium Limited (ASX: JDR) (formerly known as South East Asia Resources), with both offers closing oversubscribed. Akela secured an allocation in the prospectus capital raising for Raiden Resources Limited (proposed ASX code: RDN), and looks forward to continuing to advance its revenue opportunities with further quality offerings planned for its subscribers.

As announced on 11 December 2017, Ookami had entered into an agreement to acquire a strategic equity holding of 18.23% in award-winning blockchain company, BronTech Pty Ltd (“Brontech”), for A$933,240. The agreement was subject to shareholder approval which was obtained on the 30 January 2018. 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 anonymised data product that are sold to corporations and SMEs as insight and research tools.

On shareholder approval (obtained 30 January 2018), Brontech Founder and CEO, Ms Emilija Poposka Kardaleva, was appointed to the Board of Ookami as non-executive Director and Brontech will be the second asset in Ookami’s portfolio of technology solutions. Expansion of the portfolio remains a key growth strategy for the Company and the Company continues to evaluate a number of complementary business acquisitions to create additional shareholder value. Some of the acquisitions may have the potential to increase the Company’s Akela subscriber base.

Ookami’s strategic investment in Brontech was not subject to a capital raising by Ookami, Ookami remains well positioned to continue its business activities in its revenue generating Akela Platform.

The Directors of Ookami and Akela, continue to consider technologies and solutions deemed complementary to the Ookami ecosystem, and are continuing to explore such opportunities.

Financial Performance

The loss for the six months ended 31 December 2017 was $258,644 (31 December 2016: loss $259,018).

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OOKAMI LIMITED ABN 67 009 081 770

INTERIM FINANCIAL REPORT 31 DECEMBER 2017

DIRECTORS’ REPORT

Significant events after the balance sheet date

As a result of General Meeting held 30 January 2018 shareholders approved the acquisition of Brontech Pty Ltd, Ms Emilija Poposka Kardaleva (“Emma Poposka”) was appointed as Non-Executive Director. Ms Poposka holds a Masters Degree in Computer Science and Masters in Business Administration. Ms Poposka has been involved in the blockchain space since late 2012 and a regular speaker at technology conferences and summits, a judge at blockchain hackathons, as well as trainer and advisor for technical and commercial development of blockchain solutions.

Following shareholder approval at the General Meeting, the Company announced on the 5 February 2017 the completion of an 18.23% strategic equity position in blockchain company ‘Brontech Pty Ltd’ was gained through the subscription for 28,000 fully paid ordinary shares at $33.33 per share for a total of $933,240 in cash consideration.

The Company identified the Brontech technology as having key strategic synergies that compliments its Akela Platform whilst allowing for mass adoption by third parties within an ecosystem of advanced technology solutions encompassing ‘smart contact’ and blockchain technologies, secure identity management and verification (“Know Your Client”)(KYC) and antimoney laundering (AML) applications, data analytics, cryptocurrency solution and security and encryption application.

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It is expected that the integration of Brontech’s technology in Akela Platform will:

• Provide an additional layer of verification utilising blockchain technology to Akela’s existing KYC/AML processes enabling the platform to confidently scale, as well as enter into new third-party partnership and product offering.

• • Allow the verification of individual’s bank accounts, social media accounts and other professional and personal information data sets thereby allowing for up to 10,000 additional points per customer.

• Provide data portability compatible with the EU GDPR Directive and identify solution across the entire Akela ecosystem as well to third party clients and partners of Akela.

• Increase the Akela user base by providing a channel to access to the 10,000 current users and future users in the Brontech’s Ecosystem.

• Provide Akela unparalleled access to customer insight via the Brontech data marketplace.

• Allow Brontech clients with verified bank accounts to be instantly verified for Akela and seamlessly partake in offerings on the Akela platform.

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OOKAMI LIMITED ABN 67 009 081 770

INTERIM FINANCIAL REPORT 31 DECEMBER 2017

DIRECTORS’ REPORT

• Significantly enhance Akela’s marketing reach through Brontech’s smart marketing strategies and analytics to acquire ‘look-alike’ customers from Linkedln, Facebook, and other social media platform, thus enabling better targeting of existing and new potential customers.

• Provide Akela the technology ‘know how’ and exposure to superior personal identity verification and management, advanced data analytics, as well as new revenue opportunity via access to purchasers within the data marketplace.

As announced on 5 February 2018, the Company has issued 1,315,789 fully paid ordinary shares at a deemed issue price of $0.038 per Share to Cadmon Advisory in part consideration for corporate advisory services provided in relation to the Brontech acquisition.

On 13 February 2018, the Company signed a collaboration agreement with Australian founded digital asset exchange National Currency Exchange Group Limited (“NCX”). Under the agreement, the parties will collaborate and share the intellectual property of their respective technologies, with a view to developing a “preferred” client model allowing members to seamlessly utilise technology and product offerings within the Ookami ecosystem. This model envisages that once fully verified, clients will have access to a digital wallet allowing Akela to be the first securities investment platform to integrate digital asset payment solutions for use in traditional equity offering.

On 16 February 2018, the Company announced that Non-Executive Director, Mt Peter Wall has resigned from the Board.

On 16 February 2018, the Company has issued 40,520,570 fully paid ordinary shares on conversion of 36,000,000 Performance Rights and 4,520,270 Options.

Rounding of amounts to nearest thousand dollars

In accordance with ASIC Corporations (Rounding in Financial/Director’s Reports) Instrument 2016/191, the amounts in the directors’ report and in the financial report have been rounded to the nearest one thousand dollars, or in certain cases, to the nearest dollar.

Auditor independence

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 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 23 February 2018

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Pitcher Partners is an association of Independent firms Melbourne | Sydney | Perth | Adelaide | Brisbane | Newcastle

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AUDITOR’S INDEPENDENCE DECLARATION

To the Directors of Ookami Limited and its controlled entity.

In relation to the independent review for the half-year ended 31 December 2017, to the best of my knowledge and belief there have been:

(i) No contraventions of the auditor independence requirements of the Corporations Act 2001; and

(ii) No contraventions of any applicable code of professional conduct.

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

PITCHER PARTNERS BA&A PTY LTD

PAUL MULLIGAN Executive Director Perth, 23 February 2018

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5

ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2017

OOKAMI LIMITED

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2017

		31 December	31 December
		2017	2016
	Note	$	$
Revenue	3	51,525	-
Other income	3	6,765	11,200
Director fees		(36,000)	(36,000)
Software expense		(126,952)	(134,795)
Professional fees		(81,102)	(50,449)
Share register expense		(17,948)	(16,874)
Rent expense		(9,000)	(9,000)
AFSL expense		(16,187)	-
Other expenses		(29,745)	(23,100)
Profit/ (Loss) before income tax		(258,644)	(259,018)
Income tax expense		-	-
Profit/ (Loss) for the period		(258,644)	(259,018)
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		(258,644)	(259,018)
Profit/ (Loss) attributable to:
Members of the parent entity		(258,644)	(259,018)
Total comprehensive profit/ (loss) attributable to:
Members of the parent entity		(258,644)	(259,018)
Basic loss per share (cents per share)		(0.10)	(0.10)
Diluted loss per share (cents per share)		(0.10)	(0.10)

The accompanying notes form part of these financial statements.

6

ABN 67 009 081 770

OOKAMI LIMITED

INTERIM FINANCIAL REPORT 31 DECEMBER 2017

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2017

Note CURRENT ASSETS Cash and cash equivalents Trade and other receivables 4 Other assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Intangible assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS SHAREHOLDERS’ EQUITY Issued capital 5 Reserves Accumulated losses SHAREHOLDERS’ EQUITY	31 December 2017 30 June 2017 $ $ 2,365,739 2,664,218 65,196 1,911 7,133 63
	2,438,068 2,666,192
	568,917 568,917
	568,917 568,917
	3,006,985 3,235,109
	108,180 77,660
	108,180 77,660
	108,180 77,660
	2,898,805 3,157,449
	25,537,263 25,537,263 1,420,798 1,420,798 (24,059,256) (23,800,612)
	2,898,805 3,157,449

The accompanying notes form part of these financial statements.

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ABN 67 009 081 770

OOKAMI LIMITED

INTERIM FINANCIAL REPORT 31 DECEMBER 2017

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 31 DECEMBER 2017

	Issued Capital	Option	Accumulated
		Premium	Losses	Total
		Reserve
	$	$	$	$
Balance at 1 July 2016	25,537,263	1,420,798	(23,297,277)	3,660,784
Loss for the period	-	-	(259,018)	(259,018)
Other comprehensive income	-	-	-	-
Total comprehensive loss for the period	-	-	(259,018)	(259,018)
Balance at 31 December 2016	25,537,263	1,420,798	(23,556,295)	3,401,766
Balance at 1 July 2017	25,537,263	1,420,798	(23,800,612)	3,157,449
Loss for the period	-	-	(258,644)	(258,644)
Other comprehensive income	-	-	-	-
Total comprehensive loss for the period	-	-	(258,644)	(258,644)
Balance at 31 December 2017	25,537,263	1,420,798	(24,059,256)	2,898,805

The accompanying notes form part of these financial statements.

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OOKAMI LIMITED

ABN 67 009 081 770

INTERIM FINANCIAL REPORT 31 DECEMBER 2017

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF YEAR ENDED 31 DECEMBER 2017

CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees Payments for software platform Receipt from customer Interest received Net cash used in operating activities CASH FLOWS FROM FINANCING ACTIVITIES Repayment of insurance funding Net cash (used in)/provided by 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 2017 31 December 2016 $ $ (186,317) (140,010) (131,452) (114,795) 12,525 - 6,765 11,200
	(298,479) (243,605)
	- (4,950)
	- (4,950)
	(298,479) (248,555) 2,664,218 3,141,828
	2,365,739 2,893,273

The accompanying notes form part of these financial statements

9

OOKAMI LIMITED ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2017

CONDENSED CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2017

These consolidated financial statements for the half year ended 31 December 2017 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 23 February 2018 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 2017 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 2017.

b) Going Concern

The interim condensed consolidated financial statements have been prepared on a going concern basis.

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: REVENUE AND OTHER INCOME

31 December 2017 31 December 2016

NOTE 3: REVENUE AND OTHER INCOME	31 December 2017 31 December 2016
Note Revenue from rendering of services Other Income Interest received, non-related parties	$ $
	51,525 -
	51,525 -
	6,765 11,200
	6,765 11,200

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ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2017

OOKAMI LIMITED

CONDENSED CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2017

NOTE 4: TRADE AND OTHER RECEIVABLES

NOTE 5: ISSUED CAPITAL 31 December 2017 30 June 2017 a) Share Capital $ $ 252,592,289 (30 June 2017: 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 Issued Capital – Pursuant to prospectus 22 January 2016 185,000,000 3,700,000 Issued Capital – Conversion of convertible notes1 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 the end of reporting period 30 June 2016 252,592,289 25,537,263 Balance at end of the reporting period 30 June 2017 252,592,289 25,537,263 Balance at beginning of the reporting period 1 July 2017 252,592,289 25,537,263 Balance at end of the reporting period 31 December 2017 252,592,289 25,537,263 Note 31 December 2017 31 December 2016 $ $ Trade receivables 42,900 - Other receivables 22,296 1,911 65,196 1,911	31 December 2017 31 December 2016 $ $	31 December 2017 31 December 2016 $ $
	42,900 - 22,296 1,911
	65,196 1,911
	31 December 2017 30 June 2017 $ $
		25,537,263 25,537,263
		Number $
		5,092,289 21,193,635 5,000,000 100,000 25,000,000 500,000 185,000,000 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
		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.

1 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.

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OOKAMI LIMITED

ABN 67 009 081 770

INTERIM FINANCIAL REPORT 31 DECEMBER 2017

CONDENSED CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2017

NOTE 5: ISSUED CAPITAL (Cont.)

c) Deferred Consideration Shares

On 25 January 2016, the Company acquired Akela Capital Pty Ltd. The consideration consisted of:

• 17,500,000 ordinary shares at $0.02 per share;

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

• Up to 32,500,000 deferred consideration shares subject to certain milestones being achieved as follows:

• 15,000,000 ordinary shares upon achieving 25,000 registered users on the Akela Platform (formerly Investia Platform); and

• 17,500,000 ordinary shares upon achieving $25,000,000 total capital raised on the ASX on the Akela Platform (formerly Investia Platform)

Note that the 32,500,000 deferred consideration shares were assessed to have no value.

Subsequent to year end, the milestones have not been met and consequently the deferred consideration shares lapsed.

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 2017 annual financial report for the financial year ended 30 June 2017.

b) Other related party transactions

Purchases from and sales to 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:

Entity	Nature of transactions	Key	Total Revenue / (Expense)	Total Revenue / (Expense)	Payable	Balance
		Management	2017	2016	2017	2016
		Personnel	$	$	$	$
Adamantium Holdings Pty Ltd	Rental of office	Faldi Ismail	(9,000)	(9,000)	(1,500)	-
Otsana Capital Pty Ltd	AFSL Expense/ Capital raising fees	Faldi Ismail	(37,225)	-	(33,944)	-
Otsana Capital Pty Ltd	Revenue	Faldi Ismail	39,000	-	39,000	-
Steinpreis Paganin	Legal fees	Peter Wall	(21,061)	(9,028)	-	-

Rental of office space and registered office fees of $9,000 were paid to Adamantium Holdings Pty Ltd for the half year ended 31 December 2017. Adamantium Holdings Pty Ltd is a company controlled by director Faldi Ismail.

On 21 April 2017, the Company’s wholly owned subsidiary Akela Capital Pty Ltd (“Akela”) entered into the Authorised Representative and Intellectual Property Agreement (Agreement) with Otsana Pty Ltd (“Otsana”), an entity controlled by director Mr Faldi Ismail. Under the Agreement, Otsana will allow the Authorised Representatives of Akela to provide Authorised Specified Services under the Financial Services Licence (AFSL) held by Otsana. The Agreement is for a period of 24 months and for the period ended 31 December 2017 a total fee of $3,281 was paid to Otsana.

During the period, the Group generated service revenue of $39,000 by providing fixed price service contract for Otsana, an entity controlled by director Mr Faldi Ismail.

Legal fees of $21,061 were paid to Steinepreis Paganin for the half year period ended 31 December 2017. Peter Wall is a partner at Steinepreis Paganin.

12

OOKAMI LIMITED

ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2017

CONDENSED CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2017

NOTE 7: CONTINGENT LIABILITIES AND COMMITMENTS

Contingent Liabilities

On 7 December 2017 the Group executed a Subscription Deed with Brontech Pty Ltd (“Brontech”). The Group agreed to subscribe for 28,000 fully paid ordinary shares at $33.33 each in order to acquire an 18.23% stake of Brontech for $933,240.

The Subscription Deed is conditional to the approval of the shareholders of the Group. A notice of meeting was dispatched on 28 December 2017 to shareholders in order to vote on the above transaction. Should shareholder approval be received, the Group will be required to pay a total of $933,240 in cash consideration to subscribe for the 28,000 shares in Brontech.

In conjunction with the above, Ookami Limited executed a terms of engagement agreement with Cadmon Ventures Pty Ltd (“Cadmon”) on 20 October 2017. The Group agreed that upon successful completion of the above Brontech acquisition;

• A success fee of $50,000 in cash paid to Cadmon from the Group;

• A facilitation fee of $50,000 in scrip or equivalent value in options paid to Cadmon from the Group; and

• If there is a capital raising contemplated by the Group in the next 12 months, that Cadmon receive no less than $100,000 or 20% of the book (whichever figure is higher) with complete fee pass through.

On 30 January 2018, shareholder approval was received and on 5 February 2018 the Group subscribed in full for the 18.23% stake in Brontech. As announced on 5 February 2018, 1,315,789 fully paid ordinary shares at a deemed issue price of $0.038 per share were issued to Cadmon and $50,000 in cash was paid in accordance with the above terms. For further details, refer to Note 9 Events Subsequent To Reporting Date.

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 $5,000 remain at the end of the reporting period.

The Company’s subsidiary Akela Capital Pty Ltd signed a 24 months agreement with Otsana Pty Ltd (a related entity). Otsana will provide Akela with authority to provide Authorised Specified Services granted to the Authorised representative (Akela) of the AFSL License held by Otsana. The agreement expires on the 21 April 2019. Commitments of $23,550 remain at the end of the reporting period.

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

As a result of General Meeting held 30 January 2018 shareholders approved the acquisition of Brontech Pty Ltd, Ms Emilija Poposka Kardaleva (“Emma Poposka”) was appointed as Non-Executive Director. Ms Poposka holds a Masters Degree in Computer Science and Masters in Business Administration. Ms Poposka has been involved in the blockchain space since late 2012 and a regular speaker at technology conferences and summits, a judge at blockchain hackathons, as well as trainer and advisor for technical and commercial development of blockchain solutions.

Following shareholder approval at the General Meeting, the Company announced on the 5 February 2017 the completion of an 18.23% strategic equity position in blockchain company ‘Brontech Pty Ltd’ was gained through the subscription for 28,000 fully paid ordinary shares at $33.33 per share for a total of $933,240 in cash consideration.

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OOKAMI LIMITED ABN 67 009 081 770

INTERIM FINANCIAL REPORT 31 DECEMBER 2017

CONDENSED CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2017

NOTE 9: EVENTS SUBSEQUENT TO REPORTING DATE (Cont)

The Company identified the Brontech technology as having key strategic synergies that compliments its Akela Platform whilst allowing for mass adoption by third parties within an ecosystem of advanced technology solutions encompassing ‘smart contact’ and blockchain technologies, secure identity management and verification (“Know Your Client”)(KYC) and antimoney laundering (AML) applications, data analytics, cryptocurrency solution and security and encryption application.

It is expected that the integration of Brontech’s technology in Akela Platform will:

• Provide an additional layer of verification utilising blockchain technology to Akela’s existing KYC/AML processes enabling the platform to confidently scale, as well as enter into new third-party partnership and product offering.

• Allow the verification of individual’s bank accounts, social media accounts and other professional and personal information data sets thereby allowing for up to 10,000 additional points per customer.

• Provide data portability compatible with the EU GDPR Directive and identify solution across the entire Akela ecosystem as well to third party clients and partners of Akela.

• Increase the Akela user base by providing a channel to access to the 10,000 current users and future users in the Brontech’s Ecosystem.

• Provide Akela unparalleled access to customer insight via the Brontech data marketplace.

• Allow Brontech clients with verified bank accounts to be instantly verified for Akela and seamlessly partake in offerings on the Akela platform.

• Significantly enhance Akela’s marketing reach through Brontech’s smart marketing strategies and analytics to acquire ‘look-alike’ customers from Linkedln, Facebook, and other social media platform, thus enabling better targeting of existing and new potential customers.

• Provide Akela the technology ‘know how’ and exposure to superior personal identity verification and management, advanced data analytics, as well as new revenue opportunity via access to purchasers within the data marketplace.

As announced on 5 February 2018, the Company has issued 1,315,789 fully paid ordinary shares at a deemed issue price of $0.038 per Share to Cadmon Advisory in part consideration for corporate advisory services provided in relation to the Brontech acquisition.

On 13 February 2018, the Company signed a collaboration agreement with Australian founded digital asset exchange National Currency Exchange Group Limited (“NCX”). Under the agreement, the parties will collaborate and share the intellectual property of their respective technologies, with a view to developing a “preferred” client model allowing members to seamlessly utilise technology and product offerings within the Ookami ecosystem. This model envisages that once fully verified, clients will have access to a digital wallet allowing Akela to be the first securities investment platform to integrate digital asset payment solutions for use in traditional equity offering.

On 16 February 2018, the Company announced that Non-Executive Director, Mr Peter Wall has resigned from the Board.

On 16 February 2018, the Company has issued 40,520,570 fully paid ordinary shares on conversion of 36,000,000 Performance Rights and 4,520,270 Options.

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OOKAMI LIMITED ABN 67 009 081 770 INTERIM FINANCIAL REPORT 31 DECEMBER 2017

DIRECTORS’ DECLARATION

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

• The financial statements and notes, as set out on pages 6-14 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 2017 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

Dated 23 February 2018

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Pitcher Partners is an association of Independent firms Melbourne | Sydney | Perth | Adelaide | Brisbane | Newcastle

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OOKAMI LIMITED ABN 67 009 081 770

INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF OOKAMI LIMITED

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Ookami Limited “the Company” and its controlled entity “the Group”, which comprises the condensed consolidated statement of financial position as at 31 December 2017, the condensed consolidated statement of comprehensive income, condensed consolidated statement of changes in equity and condensed 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.

Directors’ Responsibility for the Half-Year Financial Report

The directors of the Group 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 control as the directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and 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 , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the Group’s financial position as at 31 December 2017 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of the Group, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of Ookami Limited, would be in the same terms if given to the directors as at the time of this auditor’s report.

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Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of the Group is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the Group’s financial position as at 31 December 2017 and of its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001 .

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PITCHER PARTNERS BA&A PTY LTD

PAUL MULLIGAN Executive Director Perth, 23 February 2018

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