FIRST LITHIUM LIMITED — Proxy Solicitation & Information Statement 2017

Dec 27, 2017

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LIMITED
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A C N 0 0 9 0 8 1 7 7 0

N O T I C E O F G E N E R A L M E E T I N G E X P L A N A T O R Y S T A T E M E N T

P R O X Y F O R M

Date of Meeting

30 January 2018

Time of Meeting

10.00am (WST)

Place of Meeting

108 Outram Street West Perth, Western Australia

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9322 1587.

NOTICE OF GENERAL MEETING

The General Meeting of Shareholders of Ookami Limited ACN 009 081 770 ( Company ) is to be held on Tuesday, 30 January 2018 at 108 Outram Street, West Perth, Western Australia commencing at 10.00am (WST) for the purpose of transacting the following business referred to in this Notice of General Meeting ( Notice ).

Terms and abbreviations used in this Notice and accompanying Explanatory Statement are defined in the Glossary to the Explanatory Statement.

The Explanatory Statement that accompanies and forms part of this Notice describes the matters to be considered at this Meeting.

Time and Place of Meeting

Notice is given that the Meeting will be held at 10:00am (WST) on Tuesday, 30 January 2018 at:

108 Outram Street

West Perth, Western Australia

ORDINARY BUSINESS

RESOLUTION 1: APPROVAL FOR CHANGE OF SCALE OF ACTIVITIES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

" That for the purposes of Listing Rule 11.1.2, and for all other purposes, approval is given for the Company to change the scale of its activities by entering into the Brontech Pty Ltd Investment Agreement on the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if this Resolution is passed and any associate of those persons. However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

(b) it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 2: APPOINTMENT OF DIRECTOR

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :

"That, subject to Resolution 1 being passed, in accordance with the Company’s Constitution Ms Emilija Poposka Kardaleva be appointed as a Director."

BY ORDER OF THE BOARD

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Shannon Coates Company Secretary

27 December 2017

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How to vote

Shareholders can vote by either:

• attending the meeting and voting in person or by attorney or, in the case of corporate shareholders, by appointing a corporate representative to attend and vote; or

• appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions in person, by post or by facsimile.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting, if possible, so that their holding may be checked against the Company's share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the meeting.

Voting by a Corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed.

Voting by proxy

• A Shareholder who is entitled to attend and cast two or more votes may appoint two proxies. Each proxy will have the right to vote on a poll and also to speak at the meeting.

• The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies in accordance with section 249X of the Corporations Act (i.e. where there are two proxies, each proxy may exercise half of the votes).

• A proxy need not be a Shareholder.

• The proxy can be either an individual or a body corporate.

• If a proxy holder votes, they must cast all directed proxies as directed.

• Should any Resolution, other than those specified in this Notice, be proposed at the meeting, a proxy may vote on that Resolution as they think fit.

• If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

• Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf, who must vote the proxies as directed.

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• Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular Resolution and, if it does the proxy need not vote on a show of hands, but if the proxy does so the proxy must vote that way (i.e. as directed); and if the proxy has 2 or more appointments that specify different ways to vote on the Resolution, the proxy must not vote on a show of hands and if the proxy is the Chair of the meeting at which the Resolution is voted on, the proxy must vote on a poll and must vote that way (i.e. as directed) and if the proxy is not the Chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

• Section 250BC of the Corporations Act provides that if an appointment of a proxy specified the way the proxy is to vote on a particular Resolution at a meeting of the Company’s members and the appointed proxy is not the Chair of the meeting and at the meeting, a poll is duly demanded on the Resolution and either the proxy is not recorded as attending the meeting or the proxy does not vote on the Resolution, the Chair of the meeting is taken, before voting on the Resolution closes, to have been appointed as the proxy for the purposes of voting on the Resolution of the meeting.

• To be effective, proxies must be lodged by 10.00am (WST) on Sunday, 28 January 2018. Proxies lodged after this time will be invalid.

• Proxies may be lodged using any of the following methods:

• (a) by returning a completed proxy form to Automic Registry Services, PO Box 2226, Strawberry Hills NSW 2012; or

• (b) by faxing a completed proxy form to or by fax to +61 2 8583 3040.

The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the power of attorney, or the power itself, must be received by Automic Registry Services at the above address, or by facsimile, and by 10.00am (WST) on Sunday, 28 January 2018. If facsimile transmission is used, the power of attorney must be certified.

Shareholders who are entitled to vote

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person's entitlement to vote at the General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 4.00pm (WST) on Sunday, 28 January 2018.

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OOKAMI LIMITED ACN 009 081 770

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide shareholders with material information to enable them to make an informed decision on the business to be conducted at this General Meeting of Ookami Limited ( Company ).

The Directors recommend shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

Certain terms and abbreviations used in this Explanatory Statement have defined meanings which are explained in the glossary appearing at the end of this Explanatory Statement.

BACKGROUND

The Company operates Akela, a financial services (SaaS) platform, and has been actively seeking and assessing technologies and end-user solutions which are complimentary to the Akela “Platform”. Of particular interest are enhancements that will reduce barriers to scaling and enable growth, including security and encryption, secure identity management and verification (Know Your Client ‘KYC’ /AML) solutions, big data, integrated advertising solutions and analytic offerings.

Ookami has identified that the offerings of Brontech, an Australian identity verification, analytics and big data technology services business, are complementary to the Akela Platform and Mobile App.

It is Ookami’s intention to take a strategic investment in Brontech to secure access to its current identity verification technology, big data offerings and extensive verified client database, as well as its pipeline of technology developments.

In conjunction with this investment, the opportunity has arisen to have Brontech’s cofounder and director, Ms Emilija Poposka Kardaleva ( Emma Poposka ) add her significant technical expertise to the Company’s Board.

ABOUT BRONTECH

Brontech is developing a ubiquitous data marketplace and digital identity platform that collects data directly from its users. The company was established in July 2016 and launched the first alpha version of the MyBron platform in February 2017, followed by stable alpha testing in May this year.

Since the public launch of the MyBron data and identity marketplace, Brontech has experienced strong growth with approximately 3,000 users on the platform to date and established client contracts and partnerships with a Tier 1 Australian bank and global insurance and accounting firms. Brontech is also expanding its offerings into the AI/ML and analytics data buyers and aggregators.

Telstra MuruD Accelerator (a technology Accelerator backed by Telstra), Blue Chilli Accelerator (Technology VC firm) and the Artesian VC Fund have all taken strategic investments in Brontech. The investments are to allow Brontech to further grow its blockchain based technology, and to cultivate one of the first ‘big data marketplaces’, where data and digital identities can be accessed, integrated, authorised and accepted, by third party purchasers and users of personal, analytic and marketing data and data sets.

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The company has also won numerous awards such as People’s Choice award in the Westpac’s innovation challenge, winner of the Westpac’s 200 Businesses of tomorrow and winner of the Shestarts prize award supported by corporations such as ANZ, MYOB and GSK. Due to its innovative technology, Brontech also received the highly competitive Acceleration Commercialisation Grant by the Australian Government (AusIndustry).

Brontech’s data marketplace, back-boned via blockchain “trustless/lossless” technology, disrupts the traditional data brokerage as well as the Google and Facebook centralised data driven model, by empowering users to have a higher level of control over how their personal data (identity and other) is shared or sold to third parties. A Brontech identity (BronID) currently can incorporate Facebook, Twitter, LinkedIn and Google+ identity data feeds with up to 10,000 unique data points per customer. The company is also looking to extend the data sources with data from bank feeds, shopping accounts, telecommunication and utility accounts etc. The company’s solutions are fully compliant with the new local and global legislation changes regarding consumer privacy and data ownership such as GDPR in EU and the Data portability initiative by the Productivity Commission in Australia.

This unparalleled clustering of identity data feeds creates a new unique data market place, with the capability to unleash a new wave of social platform technologies driven by personal data.

Brontech is headquartered in Sydney. The company currently has a team of 5 staff and is expanding rapidly to manage the growth it is experiencing. Some of its key metrics are:

• Monthly signups are 7 times higher than 6 months ago;

• Customer data points have increased from 1,000 to up to 10,000 attributes per customer, increasing potential net value 10 times;

• Brontech has been in operation for 18 months with growing revenues and contracts with Tier 1 firms;

Clients, particularly in the banking, ‘Big Data’ and Fintech sectors place great value on advanced analytics, access to high value aggregated personal data, secure identity management solutions, lossless and instantaneous verification solutions, as well as sector and platform agnostic data portability and integration.

BRONTECH AND THE AKELA PLATFORM

Brontech is developing a ubiquitous data collection application that provides an extra layer of identity, transactional and behavioural data points, delivering another layer on top of the KYC outcome that delivers the highest level of trust possible. This is currently unique within the industry. Built on ‘trustless/lossless’ blockchain technology, the reliability and degree of trust in identity has been verified by top banking, insurance and accounting/auditing organisations. The combination of Brontech with Akela’s current KYC process utilising ‘GreenID’ provides extra personal identity data points, allowing for a decreased attributed risk to fraud, identity theft, money laundering, ‘terror’ financing and financial crimes.

Benefits and synergies of Brontech’s technology include:

• Integrate Brontech into the Akela investment platform for the verification of individual’s bank accounts, social media accounts (and other), thereby providing with additional layers of KYC identity data points and superior verification capabilities.

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• Brontech provides an extra layer of verification on top of the Akela’s existing KYC/AML processes; including social, professional and personal information sets, allowing for up to 10,000 additional ID data points per customer

• Brontech can provide data portability (compatible with the EU GDPR Directive) identity solutions across the entire Akela ecosystem as well as to third party clients and partners of Akela (including White Label users), to deliver higher net value per customer, and data integrity and acceptance across partners.

• Enables smart marketing strategies to acquire 'look alike' customers from LinkedIn and Facebook.

• Increase the Akela user base by providing Brontech’s customers an offer to join the Akela platform hence gaining access to Brontech’s user base.

• The Brontech data marketplace will provide Akela unparalleled access to customer insights and market research.

• Akela’s marketing reach will be enhanced significantly through Brontech marketing analytics, enabling better targeting of existing and new potential customers.

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

• Provides Akela an additional and superior level of verification, KYC and AML blockchain based technology and compliance system, which will allow Akela to confidently scale the platform, as well as enter into new third-party partnerships and product offerings.

• Provides Ookami and Akela exposure and “know-how” to blockchain technology and its utilisation in identity verification and data management.

• It is also envisioned that verification of Akela clients will be done utilizing the Brontech Blockchain. This means that the Akela database of verified clients can be on-sold to other financial providers, eliminating the need for repeated verification. This allows effective, safe, secure transfer of customer identity to other investment firms.

Brontech identity and data solutions are a necessary next generation technology with the potential to become the functionality backbone of Akela’s platform, and as such will greatly assist the growth of Ookami and provide value to its shareholders.

THE INVESTMENT

Ookami is proposing to make a strategic investment of $933,240 for an issue of 28,000 ordinary shares for a holding of 18.23% of the issued shares in Brontech (or 16.77% on fully diluted basis). No shares in Ookami will be issued to Brontech via this strategic investment and the Company has no plans nor intentions of making any further investment into Brontech.

The investment is governed by the terms of a subscription agreement which is conditional upon the following:

• Approval of the investment by Brontech shareholders;

• Approval of the investment by OOK’s Shareholders as per this Notice; and

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• A variation to Brontech’s shareholders agreement to accommodate the new

• shareholders.

Completion of the investment will take place within 5 business days of satisfaction of all conditions noted above. The Board expects this to take place in the first quarter of 2018.

The capital structure of the Company will not change as a consequence of the investment, with the only effect being the reduction in ‘cash at bank’ detailed below, and a corresponding increase in Other Assets.

Ookami Company Snapshot (as at 27 December 2017):

OOK Shares on Issue: 252,592,289 Share Price: $0.099 Cash at bank pre: ~$2.4m Cash at bank post: ~$1466,760 Market Capitalisation: ~$25m

DISADVANTAGES AND RISKS

The advantages that the Board considers will accrue to the Company have been noted in detail above. The most significant potential disadvantage of the investment in Brontech lies principally with the inability of Brontech to realise its full expectations with the development of its technology and its breadth of application. This might affect both the value of OOK’s investment and the significant commercial and strategic benefits that the Company is anticipating.

Whilst the Company acknowledges that there are significant risks associated with cryptocurrencies and ICO’s from both an investment and regulatory perspective, most of these do not apply in the case of Brontech.

Brontech did not conduct an ICO nor does it have any immediate plans of doing so. All of its funds were raised via normal venture capital sources. The token issued by Brontech whilst technically classified as a cryptocurrency, is very much a ‘utility token’ and operates by way of a loyalty scheme representing ‘value’ returning to clients who permit the Brontech platform to use their personal data for commercial purposes.

Again, the most significant risk associated with the investment is that described above as the principal ‘disadvantage’.

RESOLUTION 1 - APPROVAL FOR CHANGE OF SCALE OF ACTIVITIES

The ASX has advised that the Brontech Investment will constitute a change in the scale of the Company’s activities. Shareholders should refer to the previous sections of this Explanatory Statement for information about the Brontech Investment.

The ASX has advised the Company that it must seek Shareholder approval for this change in scale. Accordingly, Resolution 1 seeks Shareholder approval to undertake the Brontech Investment under Listing Rule 11.1.2.

Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the scale of its activities, it must provide full details to ASX as soon as practicable. Listing Rule 11.1.2 provides that, if ASX requires, the entity must get

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the approval of shareholders and must comply with any requirements of ASX in relation to the notice of meeting.

The ASX has advised the Company that the change in the scale of the Company’s activities does not require the Company to re-comply with the admission requirements set out in Chapters 1 and 2 of the Listing Rules in accordance with Listing Rule 11.1.3.

RESOLUTION 2 - APPOINTMENT OF DIRECTOR

Subject to Shareholders approving Resolution 1, it is considered highly advantageous to have a person of Emma Poposka’s expertise to add to the Company’s Board.

The Company’s Constitution provides that the Company in general meeting may by ordinary resolution appoint any person as a Director.

Ms Poposka, having consented to act, seeks approval to be appointed as a Director, subject to the Shareholders approving Resolution 1, with effect from the closing of the Meeting.

Information on the qualifications, skills and experience of Ms Poposka is set out below.

Candidate Director’s Profile – Emma Poposka

Emma holds a Masters Degree in Computer Science and Masters in Business Administration (General management). She has 10 years’ experience in technology and software development across different stages of the software development life cycle. During her career she has worked on several large-scale software projects for the public and private sector and taken up varied roles in the software development lifecycle, including project manager, programmer and QA engineer. She has consulted on major projects with international organisations including the United Nations Development Program (UNDP), United States Agency for International Development (USAID) and The European Commission (EC).

Ms Poposka is an Alumni at Telstra MuruD and Blue Chilli VC Accelerator program and Alumni at SheSays Accelerator Founders program. Emma leverages technology to solve data and value driven business issues, improve business performance and deliver more agile, streamlined, cost-effective and customer friendly solutions.

Ms Poposka is an expert in blockchain technology and its utilisation across different industry verticals as well as in combination with other technological trends like digital advertising, analytics, personal data protection, data security, IoT, AI and Autonomic platforms.

DIRECTORS' RECOMMENDATION

The current Directors do not have a material personal interest in the outcome of any the Resolutions other than as Shareholders of the Company.

The Brontech Investment will constitute a significant addition to the scale of activities undertaken by the Company.

The Directors believe the Brontech Investment is in the best interests of the Company and that Ms Poposka will add significant expertise to the Board. Consequently, they recommend that Shareholders vote in favour of both Resolutions.

Each of the Directors intend to vote any Shares they hold in favour of both Resolutions.

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GLOSSARY

The following terms have the following meanings in this Explanatory Statement:

“AI” means artificial intelligence;

“AML” means anti money laundering;

“ASIC” means the Australian Securities and Investments Commission;

“ASX” means ASX Limited (ABN 98 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

“Board” means the board of Directors;

“Brontech” means Brontech Pty Ltd (ACN 613 400 623);

“Brontech Investment” means the proposed investment of $$933,240 for an 18.23% interest in that company (or 16.77% on fully diluted basis);

“Company” means Ookami Limited (ACN 009 081 770);

“Constitution” means the constitution of the Company;

“Corporations Act” means the Corporations Act 2001 (Cth);

“Director" means a director of the Company;

“Explanatory Statement” means this explanatory statement accompanying the Notice;

“KYC” means ‘know your customer’;

“Listing Rules” means the Listing Rules of the ASX;

“Meeting” means the annual general meeting the subject of this Notice;

“ML” means machine learning;

“Notice” or “Notice of Meeting” means the notice of annual general meeting accompanying this Explanatory Statement;

“Resolution” means a Resolution the subject of the Notice;

“Share” means an ordinary fully paid share in the capital of the Company;

“WST” means Australian Western Standard Time.

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GM Registration Card

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Vote by Proxy: OOK

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• ✓ ✓ ✓

Complete the form overleaf in accordance with the instructions set out below.

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https://automic.com.au/

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