FIRST LITHIUM LIMITED — Interim / Quarterly Report 2019

Apr 28, 2019

ACN: 009 081 770

==> picture [180 x 37] intentionally omitted <==

==> picture [37 x 6] intentionally omitted <==

----- Start of picture text -----

LIMITED
----- End of picture text -----

ENGINE COMPO

ASX ANNOUNCEMENT

29 April 2019

ACTIVITIES REPORT FOR THE QUARTER ENDED 31 MARCH 2019

Ookami Limited (ASX:OOK) ( OOK or the Company ) provides the following update on the Company’s activities during the quarter ended 31 March 2019.

Corporate Summary

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

As per the Company’s diversified investment and acquisition growth strategy outlined in its listing prospectus released on ASX in November 2015, and further to the Company’s recent disclosure in its Quarterly Activities Report (30 January 2019 ASX Announcement), the Directors of Ookami have identified an Australian based fintech business with a focus on payments and e-commerce solutions deemed technologically and commercially strategic to OOK’s existing portfolio and technological ecosystem. Currently in their fourth year of operation, the company has built an extensible proprietary technology platform backed by national infrastructure and have signed several top tier clients leading to strong yearon-year revenue growth. Future opportunities include international expansion alongside continued domestic development.

Discussions and due diligence with the aforementioned company have been extensive over the prevailing nine months, and the Board is pleased with the all-embracing efforts and resources committed to date between both parties with the view to reach a definitive outcome. Further, during this period, the parties have remained continually engaged with the ASX to ensure all outstanding matters have been duly addressed surrounding the proposed transaction.

While the Company is confident of concluding these well-advanced discussions, the Company cautions that its evaluation of this and other potential opportunities remains incomplete and confidential and there can be no certainty that any agreement or agreements can be reached or that any transaction will eventuate. Should a binding transaction be agreed, both ASX and shareholder approval will be required prior to completion of the transaction. The Company will provide updates in accordance with its continuous disclosure obligations and on the completion of any binding agreements.

Capital Raising

Company issued 13m shares at 2.31 cents per share to raise $300,000 (inclusive of costs) under its Listing Rule 7.1 capacity, via Acuity Capital. The placement price of $0.0231 was a ~21% premium to the closing price of trade as at the time of issuance.

==> picture [180 x 37] intentionally omitted <==

LIMITED

ACN: 009 081 770

==> picture [300 x 208] intentionally omitted <==

Akela Quarterly Summary

==> picture [511 x 257] intentionally omitted <==

With the integration of the bronID identity solution, the identity of the Akela customers are verified with the bronID background check API for KYC/AML/CTF purposes. Now fully implemented, it is practical for the bronID solutions to be adopted across future OOK acquired and developed technologies as well as with its third-party partnerships.

ACN: 009 081 770

==> picture [180 x 37] intentionally omitted <==

==> picture [156 x 6] intentionally omitted <==

----- Start of picture text -----

LIMITED
----- End of picture text -----

==> picture [372 x 248] intentionally omitted <==

==> picture [139 x 247] intentionally omitted <==

With the completion of this important software integration, the Board, with their extensive networks have been actively evaluating new capital raising offerings suitable for the Akela Platform over the past months. Given the market sentiment over the previous quarters, the Company has been focusing on identifying highly sort after offerings for the Platform with a number occurring in the subsequent quarter. Further marketing initiatives and third-party cross platform sharing opportunities will be further progressed.

About bronID

The bronID is an identity solution that financial services companies can use to comply with the Australian Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (AML/CTF Act) and other global AML regulation such as the 5th EU Anti-Money Laundering Directive and the Bank Secrecy Act (BSA) in the US. The bronID identity suite provides an API that companies can use to instantly verify their customers by automatically checking various government and financial background data sources as well as a digital identity solution that individuals can use to store their sensitive identity attributes and securely exchange them with various financial services.

The bronID API allows partners such as Akela, NCX and others to onboard users seamlessly by extracting their identity information and verifying this information across different data sources for KYC/AML purposes. bronID services can cover up to 180 countries for simple ID verification and up to 50 countries for full AML check, which enables companies that integrate with it to easily scale and provide their services globally in a compliant manner.

On the other hand, the customers that already have a bronID can onboard and be verified on the Akela platform. Furthermore, once users are on one platform (e.g. Akela), they 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 use 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.

==> picture [180 x 37] intentionally omitted <==

==> picture [156 x 6] intentionally omitted <==

----- Start of picture text -----

LIMITED
----- End of picture text -----

==> picture [80 x 5] intentionally omitted <==

----- Start of picture text -----

ACN: 009 081 770
----- End of picture text -----

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.

==> picture [471 x 296] intentionally omitted <==

Recently Brontech published a stand-alone ID Verification Portal for low volume customers. The bronID Portal can be used in conjunction with the bronID app or separately, and it allows businesses to instantly verify their customers through the portal by checking more than 20 government and commercial databases in Australia. The solution will be extended to cover international AML/CTF compliance and ID verification in multiple jurisdictions, starting with a feature to verify Chinese residents that was added to the portal in the beginning of the quarter, followed by integrations for identity verification of individuals and organisations from New Zealand, United States, Singapore and Hong Kong that will be added in the Portal by the end of this quarter. These planned upgrades of the platform will provide an integrated AML/CTF solution that can be marketed globally.

Brontech is pursuing leads and is onboarding new financial services customers to use the bronID app, API or portal. On the data supply side, the company is integrating additional international identity data sources to obtain broader geographical coverage and superior accuracy. The company signed an agreement with a major bank to gain access to banking data that the company will use to supplement the customers' bronID profiles.

ACN: 009 081 770

==> picture [180 x 37] intentionally omitted <==

LIMITED

Download bronID

bronID can be downloaded via the following App stores:

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

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

For more information about the bronID Identity Suite for businesses please visit:

https://bronid.com

Bron.tech Quarterly Summary

Bron.tech, in which OOK holds an ~19% equity interest, provides the following activity summary for the quarter;

• Since the start of the calandar year, Bron.tech has continued to onboard new clients who are currently using the bronID services to verify their customers and comply with the Anti-money laundering and Counter-terrorism Financing Act (AML/CTF Act). Bron.tech’s new clients include; o financial advisors;

• a digital currency exchange;

• one of Australia’s major Share Registries;

• a capital markets’ firm with $2B under management.

• Bron.tech launched a new version of the bronID Portal that includes a service for ID verification of complex entities such as private companies, trusts, government bodies, providing for advanced and robust protection mechnasims against the use of complex layered entities, by which statisically the majority of instances of money-laundering and terrorism financing occur. This is a key advantage and differential bewteen Bron.tech and all other ID Verification service providers, whereby Bron.tech is currently the only provider on the market that includes verification of foreign entities.

• Responding to a request of multiple clients, Bron.tech launched the bronID ID Verification forms as white labelled standalone forms. With this functionality, Bron.tech can get a client integrated and functioning in less than 3 days, as well as set up their data collection and verification process in accordance with the regulatory requirements.

• Bron.tech launched the verification of Chinese residents with an execeptional coverage rate of more than 75% of the population.

• Bron.tech continued on improving its cybersecurity and compliance protocols, making several majors improvements during the quarter in protocols of provisioning and de-provisioning customers.

• Bron.tech was pleased to welcome a new appointment from Silicon Valley to work as bron.tech’s Senior Software Engineer, leaving his former position as the Senior Software Engineer for UBER to accept the role.

Bron.tech’s Outlook

Bron.tech anticipates releasing its full identity and AML/CTF compliance toolkit. This will allow for the ID verification of entities and residents of foreign countries, as well as the development of ID Tools (API, bronID App and Standalone Forms). On completion this will provide an end-to-end solution that can be used by regulated entities to comply with the AML/CTF Act with ease. The toolkit will further give Bron.tech’s clients access to the AML/CTF Compliance Programs and Guidebooks as well as risk management and transaction monitoring tools.

==> picture [180 x 37] intentionally omitted <==

==> picture [156 x 6] intentionally omitted <==

----- Start of picture text -----

LIMITED
----- End of picture text -----

==> picture [80 x 5] intentionally omitted <==

----- Start of picture text -----

ACN: 009 081 770
----- End of picture text -----

Subsequent to the Quarter

The Company has been evaluating a number of opportunities for the Akela Platform over the past months. In this regard, the Company is pleased to announce that its wholly owned Akela (Software as a Service “SaaS”) Platform secured allocations in the capital raisings for ASX Listed companies Dotz Nano Ltd (ASX:DTZ) and Croplogic Ltd (ASX:CLI). The offerings were opened to verifed sophisticated and professional investors of Akela.

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

-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, payment solutions, e-commerce applications, data markets, advertising analytics, digital asset wallets and exchange platforms, digital asset solutions and security and encryption applications.

==> picture [180 x 37] intentionally omitted <==

==> picture [156 x 6] intentionally omitted <==

----- Start of picture text -----

LIMITED
----- End of picture text -----

==> picture [80 x 5] intentionally omitted <==

----- Start of picture text -----

ACN: 009 081 770
----- End of picture text -----

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.

==> picture [86 x 28] intentionally omitted <==

==> picture [84 x 27] intentionally omitted <==

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. Brontech is also developing the bronID digital identity platform that helps organizations to comply with the AML/CTF regulatory requirements.

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

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”)

31 March 2019

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 (provide details if material) 1.9 Net cash (used in) operating activities	10 (45) - - (36) (108) - - 1 - - -	66 (182) - - (102) (322) - - 3 - - 12
	(178)	(525)
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

Page 1

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
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	300 - - - - - - - -	300 - - (3) - - - - -
	300	297
4. Net (decrease) in cash and cash equivalents for the period	122	(228)
4.1 Cash and cash equivalents at beginning of quarter/year to date 900 1,250 4.2 Net cash (used in) operating activities (item 1.9 above) (178) (525) 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) 300 297

• See chapter 19 for defined terms

Page 2

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	-	-	-
	1,022	1,022
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)	1,002 20 - -		880 20 - -
	1,022		900

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	36
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	20
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 by Ookami for office rent for quarter and corporate advisory to Otsana Capital.

• See chapter 19 for defined terms

Page 3

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	87 - 2 - 36 88 -
	213

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

Page 4

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: ............................................................ (Company Secretary)

Date: 29 April 2019

Print name: Stephen Buckley

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

Page 5