FIRST LITHIUM LIMITED — Interim / Quarterly Report 2020

Feb 24, 2020

ASX APPENDIX 4D

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HALF-YEAR FINANCIAL REPORT TO 31 DECEMBER 2019

1. DETAILS OF REPORTING PERIOD

Name of Entity Ookami Limited (“the Company”) ABN 67 009 081 770 Reporting Period 31 December 2019 Previous Corresponding Period 31 December 2018

2. RESULTS FOR ANNOUNCEMENT TO THE MARKET

	31 Dec 2019	31 Dec 2018	% Change
	$	$
Revenues from ordinary activities	1,286	53,793	(98%)
Profit/(Loss) after tax from ordinary activities	(326,453)	(468,374)	(30.30%)
attributable to members
Comprehensive Profit/(Loss) after tax	(301,779)	(468,374)	(35.57%)
attributable to members
		Amount Per	Franked Amount
		Security	Per Security
Final Dividend		Nil	Nil
Interim Dividend		Nil	Nil
Previous Corresponding Period		Nil	Nil
Record Date for Determining Entitlements		Not	Applicable

Commentary on results:

For further information, refer to the review of operations contained in the directors’ report, which forms part of the attached condensed consolidated financial statements.

3. NET TANGIBLE ASSETS PER SHARE

3. NET TANGIBLE ASSETS PER SHARE
	31	December	2019	31	December	2018
Net tangible asset backing per ordinary security		0.530	cents		0.612	cents

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4. DETAILS OF ENTITIES OVER WHICH CONTROL HAS BEEN GAINED OR LOST DURING THE PERIOD

Control gained over entities

Name of entity (or group of entities)	N/A
Date control gained	N/A
Contribution of such entities to the reporting entity’s profit/(loss) from ordinary	N/A
activities during the period (where material)
Consolidated profit/(loss) from ordinary activities of the controlled entity (or group of	N/A
entities) whilst controlled during the whole of the previous corresponding period
(where material)
Loss of control over entities
Name of entity (or group of entities)	N/A
Date control lost	N/A
Contribution of such entities to the reporting entity’s profit/(loss) from ordinary	N/A
activities during the period (where material)
Consolidated profit/(loss) from ordinary activities of the controlled entity (or group of	N/A
entities) whilst controlled during the whole of the previous corresponding period
(where material)

5. DIVIDEND DETAILS

No dividend has been paid or recommended to be paid for the half-year ended 31 December 2019.

6. DETAILS OF DIVIDEND REINVESTMENT PLANS

N/A

7 DETAILS OF ASSOCIATE AND JOINT VENTURE ENTITIES

N/A

8. FOREIGN ENTITIES

N/A

9. AUDIT

This report has been based on accounts that have been subject to an audit review. There are no items of dispute with the auditor and the audit review is not subject to qualification.

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Faldi Ismail Chairman

25 February 2020

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OOK Appendix 4D - 31 Dec 2019_20200225

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INTERIM FINANCIAL REPORT

for the half-year ended 31 December 2019

The information contained in this interim report is to be read in conjunction with Ookami Limited’s 2019 annual report and announcements to the market made by Ookami Limited

Contents

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Corporate Directory Directors’ Report Auditor’s Independence Declaration Consolidated Interim Financial Statements Directors’ Declaration 15 Independent Auditor’s Review Report 16

Corporate Directory

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Directors

Faldi Ismail Non-Executive Chairman Brendan de Kauwe Non-Executive Director Emilija Poposka Kardaleva Non-Executive Director

Company Secretary Stephen Buckley

Registered office

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

Auditor

Pitcher Partners BA&A Pty Ltd Level 11, 12-14 The Esplanade Perth, WA 6000

Share Registry

Automic Registry Services Level 2, 267 St Georges Terrace Perth, WA 6000

Bankers

National Australia Bank Gateway Building Cnr Marmion & Davy Streets Booragoon WA 6154

Securities Exchange Listing

ASX Limited Level 40, Central Park 152-158 St Georges Terrace Perth, WA 6000

ASX Code – OOK

1 I Ookami Limited ABN 67 009 081 770 – Interim Financial Report 31 December 2019

Directors’ Report

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Your Directors present their report, together with the consolidated interim financial statements of Ookami Limited (“the Company”) and controlled entity (“the Group” or “Ookami”) for the half-year ended 31 December 2019.

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

Company Secretary

Stephen Buckley (appointed 7 November 2018)

Review of operations

During the half-year ended 31 December 2019, the Company had engaged with the Australian Securities Exchange (“ASX”) in regards to a proposed acquisition of an Australian based fintech business. On 20 September 2019, the Company notified investors by way of a Company Update, that the ASX had formally advised the Company that, should the Company proceed with its application for re-admission of its securities in its current form, the ASX was likely to exercise its discretion to reject the Company’s application.

On the 22 November 2019, it was announced that the Company had withdrawn its submission to the ASX on the proposed acquisition of an Australian based fintech business.

On the 11 December 2019, the Company advised the market that it had entered into a non-binding term sheet in relation to a corporate transaction to acquire a company with a late-state (Phase 2) asset in the chemotherapeutics sector. The transaction will be subject to ASX and shareholder approval, and the Company re-complying with Chapter 1 and 2 of the ASX Listing Rules.

The Company remained in voluntary suspension during the half-year ended 31 December 2019.

Financial performance

The total comprehensive loss for the half-year ended 31 December 2019 was $301,779 (31 December 2018: loss $468,374).

The Group had working capital of $868,974 (30 June 2019: $819,098). The Group had negative cash flows from operating activities for the half-year amounting to $211,954 (31 December 2018: ($289,618).

Dividends paid or recommended

There were no dividends paid, or recommended, during the half-year ended 31 December 2019.

Significant events after the balance sheet date

There were no significant events subsequent to the reporting date for the half-year ended 31 December 2019.

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 dollar.

Auditor independence

The auditor’s independence declaration is included on page 4 of the financial report.

2 I Ookami Limited ABN 67 009 081 770 – Interim Financial Report 31 December 2019

Directors’ Report

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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 25 February 2020

3 I Ookami Limited ABN 67 009 081 770 – Interim Financial Report 31 December 2019

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 2019, 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 APES 110 Code of Ethics for Professional Accountants (including Independence Standards).

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 25 February 2020

Pitcher Partners BA&A Pty Ltd

Adelaide Brisbane Melbourne Newcastle Perth Sydney

Pitcher Partners is an association of independent firms. Pitcher Partners is a member of the global network of Baker Tilly International Limited, the members of which are separate and independent legal entities.

An independent Western Australian Company ABN 76 601 361 095. Level 11, 12-14 The Esplanade, Perth WA 6000 Registered Audit Company Number 467435. Liability limited by a scheme under Professional Standards Legislation.

4

Consolidated Statement of Profit or Loss

and Other Comprehensive Income

For the half-year ended 31 December 2019

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	31 December 2019 31 December 2018
Note	$ $
Revenue from contracts with customers 4 Other income 4 Director fees Insurance expense Software expense Professional fees Share register expense Share based payment expense Rent expense Depreciation & amortisation expense AFSL expense Other expenses (Loss) before income tax Income tax expense (Loss) for the half-year Other comprehensive income: Items that may be reclassified subsequently to profit or loss Gain on disposal of financial asset at fair value through OCI 12 Total comprehensive (loss) for the half-year (Loss) attributable to: Members of the parent entity Total comprehensive (loss) attributable to: Members of the parent entity Basic loss per share (cents per share) Diluted loss per share (cents per share)	925 51,613 360 2,180 (77,040) (72,000) (33,228) (15,110) (30,565) (140,995) (62,814) (114,846) (16,931) (19,149) (7,674) (31,008) (3,000) (9,000) (73,005) (65,359) - (18,934) (23,481) (35,766)
	(326,453) (468,374)
	- -
	(326,453) (468,374)
	24,674 -
	(301,779) (468,374)
	(301,779) (468,374)
	(301,779) (468,374)
	(0.18) (0.13) (0.18) (0.13)

The consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.

5 I Ookami Limited ABN 67 009 081 770 – Interim Financial Report 31 December 2019

Consolidated Statement of Financial Position

For the half-year ended 31 December 2019

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	31 December 2019 30 June 2019
Note	$ $
CURRENT ASSETS Cash and cash equivalents Trade and other receivables 5 Other assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Financial assets at fair value through OCI 6 Intangible assets Property, plant and equipment TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS SHAREHOLDERS’ EQUITY Issued capital 7 Reserves 8 Accumulated losses SHAREHOLDERS’ EQUITY	641,325 855,581 303,879 21,254 59,009 16,747
	1,004,213 893,582
	933,240 1,203,937 435,983 508,908 2,259 2,618
	1,371,482 1,715,463
	2,375,695 2,609,045
	135,239 74,484
	135,239 74,484
	135,239 74,484
	2,240,456 2,534,561
	27,439,194 27,439,194 46,231 410,514 (25,244,969) (25,315,147)
	2,240,456 2,534,561

The consolidated statement of financial position should be read in conjunction with the accompanying notes.

6 I Ookami Limited ABN 67 009 081 770 – Interim Financial Report 31 December 2019

Consolidated Statement of Changes in Equity

For the half-year ended 31 December 2019

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	Issued Capital Fair value reserve of financial assets at FV through OCI Share Based Payment Reserve Accumulated Losses Total
	$ $ $ $ $
	27,142,569 - 814,314 (24,933,036) 3,023,847 - - - (468,374) (468,374) - - - - -
	- - - (468,374) (468,374)
	- - 24,960 - 24,960 - - 6,048 - 6,048 (3,375) - - (3,375)
	27,139,194 - 845,322 (25,401,410) (2,583,106)
	27,439,194 - 410,514 (25,315,147) 2,534,561 - - - (326,453) (326,453) - 24,674 - - 24,674
	- 24,674 - (326,453) (301,779)
	- (24,674) - 24,674 - - - (371,957) 371,957 - - - 7,674 - 7,674

The consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

7 I Ookami Limited ABN 67 009 081 770 – Interim Financial Report 31 December 2019

Consolidated Statement of Cash Flow

For the half-year ended 31 December 2019

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	31 December 2019 31 December 2018
	$ $
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 INVESTING ACTIVITIES Payment for development of software platform Net cash (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Share issue costs Net cash (used in) financing activities Net (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the half-year Cash and cash equivalents at 31 December	(185,926) (269,483) (27,313) (78,578) 925 56,263 360 2,180
	(211,954) (289,618)
	(2,302) (57,636)
	(2,302) (57,636)
	- (3,375)
	- (3,375)
	(214,256) (350,629) 855,581 1,250,423
	641,325 899,794

The consolidated statement of cash flow should be read in conjunction with the accompanying notes.

8 I Ookami Limited ABN 67 009 081 770 – Interim Financial Report 31 December 2019

Consolidated Notes to the Financial Statement

For the half-year ended 31 December 2019

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This condensed interim financial report for the half-year ended 31 December 2019 covers Ookami Limited (“the Company”) and its controlled entity (“the Group” or “Ookami”). Ookami Limited is a company limited by shares, incorporated and domiciled in Australia. The Group is a for-profit entity.

NOTE 1: BASIS OF PREPARATION OF THE HALF-YEAR FINANCIAL REPORT

This condensed 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 Group as in the full financial report.

It is recommended that this condensed interim financial report is read in conjunction with the annual financial report for the year ended 30 June 2019 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.

The condensed interim financial report was issued by the board of Directors on 25 February 2020 by the Directors of the Company.

a) Basis of preparation

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’.

The interim 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.

b) Summary of the significant accounting policies

The Group has applied all new and revised Australian Accounting Standards that apply to annual reporting periods beginning on or after 1 July 2019, including AASB 16 Leases (“AASB 16”) .

AASB 16 replaces AASB 117 Leases and introduces as single lessee accounting model that requires a lessee to recognise a right-of-use assets and lease liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. Right-of-use assets are initially measured at cost and lease liabilities are initially measured on a present value basis. Subsequent to initial recognition:

• (a) Right-of-use assets are accounted for on a similar basis to non-financial assets, whereby the right-of-use asset is accounted for on a cost basis unless the underlying asset is accounted for on a revaluation basis, in which case if the underlying asset is:

• i. Investment property, the lessee applies the fair value model in AASB 140 Investment Property to the right-of-use assets; or ii. Property, plant or equipment, the applies the revaluation model in AASB 116 Property, Plant and Equipment to all of the right-of-use assets that relate to that class of property, plant and equipment; and

• (b) Lease liabilities are accounted for on a similar basis to other financial liabilities, whereby interest expense is recognised in respect of the lease liability and the carrying amount of the lease liability is reduced to reflect the principal portion of lease payment made.

AASB 16 substantially carries forward the lessor accounting requirement in AASB 117. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently. AASB 16 also requires enhanced disclosure to be provided by lessors that will improve information disclosed about a lessor’s risk exposure, particularly to residual value risk.

The application of the above new standard has had no material impact on the transactions and balance recognised in the financial statements for the half-year ended 31 December 2019 on the basis the Group has no leases that fall within the scope of AASB 16.

c) Going Concern

The Group incurred operating losses of $301,779 during the half-year ended 31 December 2019 (31 December 2018: $468,374) and has a cash and cash equivalents balance of $641,325 as at that date (30 June 2019: $855,581). The Group’s cashflow forecasts for the twelve months ended 31 March 2021 indicate that the Group will be able to settle its liabilities as and when they fall due for a period of at least 12 months from the date of signing the Condensed Interim Financial Report. Key assumptions included in the Group’s cashflow forecasts relate to the ability to generate revenue through the Akela Platform and reduce expenditure as and when required. Having regard to the above, the Directors consider it appropriate to prepare the financial statements on a going concern basis.

9 I Ookami Limited ABN 67 009 081 770 – Interim Financial Report 31 December 2019

Consolidated Notes to the Financial Statement

For the half-year ended 31 December 2019

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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: DIVIDEND

No dividends have been paid by the Group during the half-year ended 31 December 2019, nor have the Directors recommended that any dividends be paid (30 June 2019: nil).

NOTE 4: REVENUE FROM CONTRACTS WITH CUSTOMERS	31 December 2019 31 December 2018
Revenue from contracts with Australian customers - Capital raising fees recognised at a point in time - Platform listing fees recognised at a point in time Other Income Interest received, non-related parties	$ $ 925 26,613 - 25,000
	925 51,613
	360 2,180
	360 2,180
NOTE 5: TRADE AND OTHER RECEIVABLES	31 December 2019 30 June 2019
Trade receivables GST receivables Other receivables (i)	$ $ - 11,000 8,508 10,254 295,371 -
	303,879 21,254

All amounts are short-term. The net carrying value of other receivables is considered a reasonable approximation of fair value. All receivables are expected to be recovered in full.

(i) As announced on 20 September 2019, the Group has divested it’s non-material investment (“Sale Shares”) in National Currency eXchange Group Limited (“NCX”), a cryptocurrency exchange by entering into a biding Sale Share Agreement with Lateral Capital Ventures Pty Ltd (“Lateral”). As per the Sale Share Agreement, Lateral may re-sell the Sale Shares at a consideration equal to or greater than the Company’s original purchase price unless otherwise agreed by the Company. The total purchase price consisted of a nominal completion payment amount paid prior to registration of the transfer and a deferred consideration payment upon Lateral’s sale of the Sale Shares (Deferred Payment Amount). The Deferred Payment Amount is immediately payable to the Company on the date that Lateral receives the consideration. In the opinion of the Directors, the receivable will be settled within 12 months of the reporting date.

10 I Ookami Limited ABN 67 009 081 770 – Interim Financial Report 31 December 2019

Consolidated Notes to the Financial Statement

For the half-year ended 31 December 2019

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NOTE 6: FINANCIAL ASSETS AT FAIR VALUE THROUGH OCI	31 December 2019 30 June 2019
Investment in Brontech Pty Ltd Investment in National Currency eXchange Group	$ $ 933,240 933,240 - 270,697
	933,240 1,203,937

During the half-year, The Company has divested it’s investment in National Currency eXchange Group Limited (“NCX”) by entering into a binding Sale Share Agreement with Lateral Capital Ventures Pty Ltd (“Lateral”).

There were no new investments acquired during the half-year ended 31 December 2019 and no changes in the number of shares held in the existing investment.

NOTE 7: ISSUED CAPITAL	31 December 2019 30 June 2019
a) Share Capital 340,739,459 (30 June 2019: 340,739,459) fully paid ordinary shares b) Movements in fully paid Ordinary Capital Date Balance at beginning of the year 1 July 2018 Issue Collateral Shares to Acuity Capital (i) 21 September 2018 Issue of shares 28 February 2019 Share issue costs Balance at the end of the year 30 June 2019 Balance at the end of the half-year 31 December 2019	$ $
	27,439,194 27,439,194
	Number $
	311,739,459 27,142,569 16,000,000 - 13,000,000 300,000 - (3,375)
	340,739,459 27,439,194
	340,739,459 27,439,194

(i) These shares have been issued, and are held by Acuity Capital Pty Ltd, only under the capacity to issue shares under a Controlled Placement Deed. In the event that Acuity Capital Pty Ltd remain in possession of the collateral shares at the expiry of the Controlled Placement Deed, these shares will be bought back by the Company for nil consideration. As at the reporting date Acuity Capital Pty Ltd remained in possession of the collateral shares and no share placement had been executed.

Ordinary shareholders are entitled to participate in dividends and the proceeds on winding up of the Company in proportion to the number of, and amounts paid, on the shares held. Every ordinary shareholder present at a meeting in person or by proxy is entitled to one vote on a show of hands or by poll. Shares have no par value.

NOTE 8: RESERVE	31 December 2019 30 June 2019
Share based payment reserve Movements Balance at the beginning of the half-year Issue of 2,000,000 options – consideration for services – Finind Pty Ltd Issue of 2,000,000 performance rights to Director Emilija Poposka Kardaleva 9a), b Expiry of 39,979,730 unlisted options Expiry of 25,500,000 unlisted options Balance at the end of the half-year	$ $ 46,231 410,514 46,231 410,514 410,514 814,314 - 24,960 ) 7,674 13,597 - (442,357) (371,957) - 46,231 410,514

11 I Ookami Limited ABN 67 009 081 770 – Interim Financial Report 31 December 2019

Consolidated Notes to the Financial Statement

For the half-year ended 31 December 2019

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NOTE 9: SHARE BASED PAYMENTS

Details of share-based payment arrangements entered into during the year ended 30 June 2019

On 4 September 2018 the Company issued 2,000,000 Performance Rights to Ms Emilija Poposka Kardaleva, a non-executive director, subject to the following vesting conditions;

• a) 1,000,000 Performance Rights will vest if the Company’s 10 day VWAP Share price meets or exceeds $0.06 at any time in the 18 months after the date of issue of the Performance Rights; and

• b) 1,000,000 Performance Rights will vest if the Company’s 10 day VWAP Share price meets or exceeds $0.08 at any time in the 18 months after the date of issue of the Performance Rights.

The Performance Rights have been valued at grant date and each tranche is being expensed over the vesting period. During the half-year ended 31 December 2019 a share-based payment expense of $7,674 was recognised. Unvested performance rights will lapse upon termination unless the Board exercises its discretion to vest the Performance Rights or in its absolute discretion, resolves the unvested Performance Rights to remain unvested.

On 4 September 2018 the Company issued 2,000,000 Unlisted Options exercisable at $0.03 each on or before 3 September 2020 and vesting if the Company’s 10 VWAP Share Price increases to $0.06 or higher at any-time prior the Expiry Date to Finind Pty Ltd as part of consideration for investor relation services. During the year ended 30 June 2019 a share-based payment expense of $24,960 was recognised.

The Performance Rights and Unlisted Options were valued under Hoadley’s Hybrid ESO Model and a fair value adjustment was posted as a share based payment. These instruments vest immediately. In respect of the above performance rights and options issued for services provided, it was determined that no fair value of the services was able to be determined, as such the fair value of the instruments was used as the fair value recorded. A summary of the inputs used in the valuation of the performance rights and options is as follows:

	Options	Performance Rights
		Class D	Class E
Share price at date of issue	$0.023	$0.023	$0.023
Grant date	8/8/2018	8/08/2018	8/08/2018
Exercise price	$0.03	Nil	Nil
Expiry date	3/9/2020	-	-
Term	-	18 months	18 months
Share price target		$0.060	$0.080
Expected volatility (ii)	132.00%	132%	132%
Risk free interest rate	2.02%	2.02%	2.02%
Expected dividends	Nil	Nil	Nil
Employee exit rate	-	3%	3%
Value per instrument	$0.01248	$0.01321	$0.01073
Number of instruments	2,000,000	1,000,000	1,000,000
Total value of instruments	$24,960	$13,210	$10,730

(i) Volatility was determined by looking at similar companies for the equivalent life of the option.

Share based payment expense

Share-based payment expenses at 31 December 2019 is comprised as follows:

	31 December 2019 $ 30 June 2019 $
Expense of options issued Expense of performance rights issued Total expense recognised in profit or loss Total expense recognised in equity Total share-based payments expense	- 24,960 7,674 13,597
	7,674 38,557 - -
	7,674 38,557

12 I Ookami Limited ABN 67 009 081 770 – Interim Financial Report 31 December 2019

Consolidated Notes to the Financial Statement For the half-year ended 31 December 2019

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NOTE 10: 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 Group’s 2019 annual financial report for the financial year ended 30 June 2019 except on 16 October 2019, the Company wholly owned subsidiary Akela Capital Pty Ltd appointed Geoffrey Reilly (Longreach Advisory Group Pty Ltd) as the Director of Akela Capital. The monthly fees of $2,000 were payable from 16 October 2019.

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:

Some Directors of the Group hold or have held positions in other companies, where it is considered they control or significantly influence the financial or operating policies of those entities. During the half-year, the following entities provided corporate services and rental to the Group. Transactions between related parties are on normal commercial terms and conditions no more favourable that those available to other parties unless otherwise stated.

	Nature of	Key	Total Revenue	/ (Expense)	Payable	Payable	Balance
Entity	transactions	Management Personnel	31 Dec 2019 $	31 Dec 2018 $	30 June $	2019	30 June $	2018
Adamantium Holdings Pty Ltd	Rental of office	Faldi Ismail	(3,000)	(9,000)		-	(1,500)
Otsana Pty Ltd	AFSL expense/ Capital raising fees	Faldi Ismail	-	(38,168)	(8,648)		(18,000)
Otsana Pty Ltd	Corporate advisory	Faldi Ismail	(5,000)	(30,000)		-		-
Brontech Pty Ltd	Software expense	Emilija Poposka Kardaleva	-	(60,000)(i)		-		-

• (i) Subsequently on 1 June 2019, credit note of $60,000 was received from Brontech Pty Ltd.

Rental of office space and registered office fees of $3,000 were paid to Adamantium Holdings Pty Ltd for the half-year ended 31 December 2019. Adamantium Holdings Pty Ltd is a company controlled by director Faldi Ismail.

Corporate advisory fees of $5,000 were paid to Otsana Pty Ltd for the half-year ended 31 December 2019. Otsana Pty Ltd is an entity controlled by director Faldi Ismail and Brendan de Kauwe.

NOTE 11: CONTINGENT LIABILITIES AND COMMITMENTS

Contingent Liabilities

There are no other contingent liabilities as 31 December 2019 (30 June 2019: Nil).

Commitments

The Company signed a 24 month consultancy agreement with Zak Ismail to provide information technology services which expired on 31 January 2018. The Company amended the consultancy agreement with Zak Ismail on the 25 January 2018. The Company will continue its information technology service agreement with Zak Ismail until either one of the parties terminate the agreement. The Company is not bound to service commitments except 1 month termination notice. Commitments of $2,000 remain at the end of the reporting period (2018: $5,000).

NOTE 12: FAIR VALUE MEASUREMENT

Fair value hierarchy

Assets and liabilities measured and recognised at fair value have been determined by the following fair value measurement hierarchy:

• Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities

• Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

• Level 3: Inputs for the asset or liability that are not based on observable market data

13 I Ookami Limited ABN 67 009 081 770 – Interim Financial Report 31 December 2019

Consolidated Notes to the Financial Statement

For the half-year ended 31 December 2019

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NOTE 12: FAIR VALUE MEASUREMENT (CONTINUED)

The Group’s financial investment in unquoted equity shares, Brontech Pty Ltd, are not traded in an active market. The investment have been fair valued using significant unobservable input (Level 3) for which market data is not available and developed using the best information available about the assumptions that market participants would use when pricing the asset. The investment at 31 December 2019 are being carried at cost, less impairment (if applicable), as a proxy for fair value. The following table provides the fair value of the financial asset held by the Group.

31 December 2019 Date of valuation	Total Quoted prices in active markets (level 1) Significant observable inputs (level 2) Significant unobservable inputs (Level 3)
Assets measured at fair value – unquoted equity shares Investment in Brontech Pty Ltd 31 December 2019 Total financial assets	$ $ $ $ 933,240 - - 933,240
	933,240 - - 933,240

The Group has conducted an internal assessment and concluded that the fair value of the investment is best represented by cost at 31 December 2019, in the absence of any other more reliable indicators of the fair value of the financial investment.

The fair value of financial instrument of the Group approximate their carrying amount.

Reconciliation of level 3 fair value movements

	31 December 2019 30 June 2019
Financial investment in unquoted equity shares Opening balance Purchase / Issues Sales of non-material investment in National Currency eXchange Group Total gain recognised in other comprehensive income Closing balance	1,203,937 1,203,937 - - (295,371) - 24,694 -
	933,240 1,203,937

As announced on 20 September 2019, the Group has divested it’s non-material investment (“Sale Shares”) in National Currency eXchange Group Limited (“NCX”), a cryptocurrency exchange by entering into a binding Sale Share Agreement with Lateral Capital Ventures Pty Ltd (“Lateral”). As per the Sale Share Agreement, Lateral may re-sell the Sale Shares at a consideration equal to or greater than the Company’s original purchase price unless otherwise agreed by the Company. The total purchase price consisted of a nominal completion payment amount paid prior to registration of the transfer and a deferred consideration payment upon Latera’s sale of the Sale Shares (Deferred Payment Amount). The Deferred Payment Amount is immediately payable to the Company on the date that Lateral receives the consideration. In the opinion of the Directors, the receivable will be settled within 12 months of the reporting date.

NOTE 13: EVENTS SUBSEQUENT TO REPORTING DATE

There were no significant events subsequent to the reporting date for the half-year ended 31 December 2019.

14 I Ookami Limited ABN 67 009 081 770 – Interim Financial Report 31 December 2019

Directors’ Declaration

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

1. The financial statements and notes, as set out on pages 5-14 are in accordance with the Corporations Act 2001, including:

2. (i) giving a true and fair view of the Group’s financial position as at 31 December 2019 and its performance for the half-year ended on that date; and

3. (ii) complying with Australian Accounting Standard AASB 134 Interim Financial Reporting.

4. There are reasonable grounds 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 25 February 2020

15 I Ookami Limited ABN 67 009 081 770 – Interim Financial Report 31 December 2019

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 consolidated statement of financial position as at 31 December 2019, the consolidated statement of comprehensive income, consolidated statement of changes in equity and 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 Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal 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 2019 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 .

Adelaide Brisbane Melbourne Newcastle Perth Sydney

Pitcher Partners BA&A Pty Ltd

Pitcher Partners is an association of independent firms.

An independent Western Australian Company ABN 76 601 361 095. Level 11, 12-14 The Esplanade, Perth WA 6000 Registered Audit Company Number 467435. Liability limited by a scheme under Professional Standards Legislation.

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Pitcher Partners is a member of the global network of Baker Tilly International Limited, the members of which are separate and independent legal entities.

OOKAMI LIMITED ABN 67 009 081 770

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

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 2019 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 .

PITCHER PARTNERS BA&A PTY LTD

PAUL MULLIGAN Executive Director 25 February 2020

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