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FIRST LITHIUM LIMITED Interim / Quarterly Report 2021

Apr 29, 2021

64921_rns_2021-04-29_c4e989b8-bd59-4363-98fd-5ce3d949bd30.pdf

Interim / Quarterly Report

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ASX ANNOUNCEMENT

30 April 2021

31 March 2021 Quarterly Activity Report

Ookami Limited ( ASX: OOK ) ( Ookami or the Company ) provides the following report and attached Appendix 4C to its shareholders for the quarter ending 31 March 2021.

Summary of cash flows and related activity

As at 31 March 2020, Ookami held cash and cash equivalents of $83,000 compared with $195,000 at 31 December 2021. During the quarter, the directors agreed to accrue 100% of their fees and business partners continue to assist the Company by lowering their fees until such time as the Company is re-admitted to the Official List. Expenditure during the quarter related to completion of the Company’s December 2020 half-year report and re-admission related expenses.

On 2 March 2021, the Company announced that it has entered into share sale agreements to acquire:

  • a 57% interest in Valhalla Minerals Ltd ( Valhalla ) – the holder of 90% of Sahel Minerals SARL ( Sahel ) which is the registered holder of an advanced copper exploration project located in the Tambacounda Region in Senegal ( Boulbi Project ); and

  • a 100% of the shares in Cameroon Cobalt Pty Ltd ( Cameroon Cobalt ) - the 100% shareholder of Cameroon Mining Corporation SARL ( Cameroon Mining ) which is the registered holder of a nickel and cobalt exploration project located in the southeast of Cameroon ( Messok East Project ),

(together, the Transactions ).

The Company intends to complete the Transactions and re-comply with Chapters 1 and 2 of the ASX Listing Rules as a Central and West African focused mineral exploration company.

The Transactions will result in a significant change to the nature and scale of the Company's activities. Accordingly, the Company sought shareholder approval under ASX Listing Rule 11.1.2 at a general meeting held on 14 April 2021 and will also seek to re-comply with Chapters 1 and 2 of the ASX Listing Rules in accordance with ASX Listing Rule 11.1.3. As such, the Transactions may not proceed if the ASX exercises that discretion, if the requirements for recompliance with Chapters 1 and 2 of the ASX Listing Rules are not satisfied.

On completion of the Transactions, the composition of the Board will be as follows:

  • Mr Joseph van den Elsen, managing director;

  • Mr John Ciganek, a director, will be appointed as non-executive chairman; and

  • Mr Emmanuel Correia, a proposed director, will, subject to shareholder approval, be appointed as a nonexecutive director.

Mr Faldi Ismail will resign from the Board following completion of the Transactions. Details in respect to Mr Correia's qualifications and experience will be included in the notice of meeting to shareholders.

Page 1 of 2

Subsequent to the end of the quarter and on 19 April 2021, the Company announced that ASX granted an extension to the date the Company would otherwise have been delisted under the ASX’s policy of delisting an entity which has been suspended from trading for a continuous period of 2 years. If the Company is not reinstated to quotation before the commencement of trading on 20 July 2021 it will be delisted.

On 23 April 2021, the Company lodged a Replacement Prospectus with the Australian Securities and Investments Commission (ASIC) in relation to a proposed capital raising which will form part of completing the transactions.

The Company intends to undertake an equity capital raising to raise up to $5,777,773 (before associated costs) ( Capital Raising ). The Capital Raising will be comprised of a public offer at an issue price of $0.20 per Share ( Public Offer ) and a priority offer to shareholders of up to 6,388,865 Shares at an issue price of $0.20 per Share to raise up to $1,277,773 ( Priority Offer ).

SHORT TERM FUNDING

The Company announced that it had entered into a $200,000 short term loan facility arrangement with Mr Joseph van den Elsen, a Director, to provide the Company with interim funding in respect to working capital requirements prior to the completion of the Transactions and Capital Raising.

The short term loan facility is unsecured and any amounts drawn down will be repayable on the earlier of 6 months or within 10 days following the reinstatement of the Company to official quotation on the ASX. The Company will pay a 5% establishment fee in respect to the facility and interest is payable following the drawdown of funds at a rate of 5% per annum.

Payments to related parties of the entity and their associates

In item 6 of the attached Appendix 4C cash flow report for the quarter, payments to related parties of $10,000 comprised of director fees paid to non-executive directors for prior quarters.

This report and the attached Appendix 4C have been authorised for release by the Board of Ookami Limited.

-Ends-

For more information, please contact: Corporate and Business enquiries Faldi Ismail Chairman P: +61 (0)3 8630 3321

Investor enquiries Justin Mouchacca Company Secretary P: +61 (0)3 8630 3321

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Rule 4.7B

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

Name of entity

OOKAMI LIMITED ABN Quarter ended (“current quarter”) 67 009 081 770 31 March 2021

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) product manufacturing and operating
costs
(c) advertising and marketing
(d) leased assets
(e) staff costs
(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 (Transaction costs)
1.9
Net cash from / (used in) operating
activities
-
(1)
-
-
-
(10)
(48)
-
-
-
-
-
(40)
-
(7)
-
-
-
(39)
(165)
-
-
-
-
-
(94)
(99) (305)
2.
Cash flows from investing activities
2.1
Payments to acquire:
(a) entities
(b) businesses
(c) property, plant and equipment
(d) investments
(e) intellectual property
-
-
-
-
-
-
-
-
-
-

ASX Listing Rules Appendix 4C (17/07/20) + See chapter 19 of the ASX Listing Rules for defined terms.

Page 1

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

Consolidated statement of cash flows Consolidated statement of cash flows Current quarter
$A’000
Year to date
(9 months)
$A’000
(f)
other non-current assets
2.2
Proceeds from disposal of:
(a) entities
(b) businesses
(c) property, plant and equipment
(d) investments
(e) intellectual property
(f)
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 equity securities
(excluding convertible debt securities)
3.2
Proceeds from issue of convertible debt
securities
3.3
Proceeds from exercise of options
3.4
Transaction costs related to issues of
equity securities or convertible debt
securities
3.5
Proceeds from borrowings
3.6
Repayment of borrowings (insurance
funding)
3.7
Transaction costs related to loans and
borrowings
3.8
Dividends paid
3.9
Other (provide details if material)
3.10
Net cash from / (used in) financing
activities
-
-
-
-
-
(13)
-
-
-
-
-
-
-
-
(22)
-
-
-
(13) (22)
4.
4.1
4.2
Net increase / (decrease) in cash and
cash equivalents for the period
Cash and cash equivalents at beginning of
period
Net cash from / (used in) operating
activities (item 1.9 above)
195
(99)
410
(305)

ASX Listing Rules Appendix 4C (17/07/20) + See chapter 19 of the ASX Listing Rules for defined terms.

Page 2

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

Consolidated statement of cash flows Consolidated statement of cash flows Current quarter
$A’000
Year to date
(9 months)
$A’000
4.3
4.4
4.5
4.6
Net cash from / (used in) investing activities
(item 2.6 above)
Net cash from / (used in) financing activities
(item 3.10 above)
Effect of movement in exchange rates on
cash held
Cash and cash equivalents at end of
period
-
(13)
-
-
(22)
-
83 83
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)
63
20
-
-
175
20
-
-
83 195
6.
Payments to related parties of the entity and their
associates
6.1
Aggregate amount of payments to related parties and their
associates included in item 1
6.2
Aggregate amount of payments to related parties and their
associates included in item 2
Current quarter
$A'000
(10)
-

ASX Listing Rules Appendix 4C (17/07/20) + See chapter 19 of the ASX Listing Rules for defined terms.

Page 3

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

7.
Financing facilities
Note: the term “facility’ includes all forms of financing
arrangements available to the entity.
Add notes as necessary for an understanding of the
sources of finance available to the entity.
Total facility
amount at quarter
end
$A’000
7.1
Loan facilities
200
7.2
Credit standby arrangements
-
7.3
Other (please specify)
-
7.4
Total financing facilities
200
7.5
Unused financing facilities available at quarter end
Total facility
amount at quarter
end
$A’000
Amount drawn at
quarter end
$A’000
200 -
- -
- -
200 -
200
  • 7.6 Include in the box below a description of each facility above, including the lender, interest rate, maturity date and whether it is secured or unsecured. If any additional financing facilities have been entered into or are proposed to be entered into after quarter end, include a note providing details of those facilities as well.

During the quarter the Company announced that it had entered into a $200,000 short term loan facility arrangement with Mr Joseph van den Elsen, a Director, to provide the Company with interim funding in respect to working capital requirements prior to the completion of the Transactions and Capital Raising.

The short term loan facility is unsecured and any amounts drawn down will be repayable on the earlier of 6 months or within 10 days following the reinstatement of the Company to official quotation on the ASX. The Company will pay a 5% establishment fee in respect to the facility and interest is payable following the drawdown of funds at a rate of 5% per annum.

8. Estimated cash available for future operating activities $A’000
8.1
8.2
8.3
8.4
8.5
Net cash from / (used in) operating activities (item 1.9)
Cash and cash equivalents at quarter end (item 4.6)
Unused finance facilities available at quarter end (item 7.5)
Total available funding (Item 8.2 + item 8.3)
Estimated quarters of funding available (item 8.4 divided by
item 8.1)
(99)
83
200
283
2.86
Note: if the entity has reported positive net operating cash flows in item 1.9, answer item 8.5 as “N/A”. Otherwise, a
figure for the estimated quarters of funding available must be included in item 8.5.
8.6 If item 8.5 is less than 2 quarters, please provide answers to the following questions:
8.6.1
Does the entity expect that it will continue to have the current level of net operating
cash flows for the time being and, if not, why not?
Answer: N/A
8.6.2
Has the entity taken any steps, or does it propose to take any steps, to raise further
cash to fund its operations and, if so, what are those steps and how likely does it
believe that they will be successful?
Answer: N/A.

ASX Listing Rules Appendix 4C (17/07/20) + See chapter 19 of the ASX Listing Rules for defined terms.

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

  • 8.6.3 Does the entity expect to be able to continue its operations and to meet its business objectives and, if so, on what basis?

Answer: N/A

Note: where item 8.5 is less than 2 quarters, all of questions 8.6.1, 8.6.2 and 8.6.3 above must be answered.

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.

30 April 2021

Date:

...................................................................................

The Board of Directors

Authorised by: ...................................................................................

(Name of body or officer authorising release – see note 4)

Notes

  1. This quarterly cash flow report and the accompanying activity report provide a basis for informing the market about the entity’s activities for the past quarter, how they have been financed and the effect this has had on its cash position. An entity that wishes to disclose additional information over and above the minimum required under the Listing Rules is encouraged to do so.

  2. If this quarterly cash flow 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 cash flow 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. If this report has been authorised for release to the market by your board of directors, you can insert here: “By the board”. If it has been authorised for release to the market by a committee of your board of directors, you can insert here: “By the [ name of board committeeeg Audit and Risk Committee ]”. If it has been authorised for release to the market by a disclosure committee, you can insert here: “By the Disclosure Committee”.

  5. If this report has been authorised for release to the market by your board of directors and you wish to hold yourself out as complying with recommendation 4.2 of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations , the board should have received a declaration from its CEO and CFO that, in their opinion, the financial records of the entity have been properly maintained, that this report complies with the appropriate accounting standards and gives a true and fair view of the cash flows of the entity, and that their opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

ASX Listing Rules Appendix 4C (17/07/20) + See chapter 19 of the ASX Listing Rules for defined terms.

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