FIRST LITHIUM LIMITED - Proxy Solicitation & Information Statement 2022

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OOKAMI LIMITED ACN 009 081 770

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held on Monday, 6 June 2022 at 10.00am (AWST) at 108 Outram Street, West Perth, Western Australia, 6008

Ookami Limited ( Company ) advises Shareholders that a general meeting ( Meeting ) will be held in compliance with any restrictions on public gatherings in Australia. The Company strongly encourages all Shareholders to vote by directed proxy rather than attend the Meeting in person. Proxy forms for the Meeting should be lodged before 10.00am (AWST) on Saturday, 4 June 2022.

Shareholders can also submit, and are encouraged to submit, any questions in advance of the Meeting by emailing the questions to [email protected] by no later than 10.00am (AWST) on Saturday, 4 June 2022.

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and/or on the Company’s website at www.ookami.com.

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

A poll will be called on all resolutions being considered at the Meeting.

Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on (03) 8630 3321 .

OOKAMI LIMITED

ACN 009 081 770

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of shareholders of Ookami Limited ( Company ) will be held on Monday, 6 June 2022 at 108 Outram Street, West Perth, Western Australia, 6008 commencing at 10.00am (AWST) ( Meeting ).

Should circumstances change between the date of this Notice and the proposed time of the Meeting, the Directors will update Shareholders with proposed next steps.

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Saturday, 4 June 2022 commencing at 10.00am (AWST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum will, unless the context requires otherwise, have the meaning given to them in Schedule 1.

AGENDA

1. Resolution 1 – Issue of Consideration Shares

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

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 5,555,556 Shares, being the Consideration Shares, to the Vendors (and/or their nominees), on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of the Vendors (and/or their nominees) or any of their associates and any other person who will obtain a material benefit as a result of the issue of securities, except a benefit solely in the capacity of a holder of securities, or any associate of that person (or those persons).

However, this does not apply to a vote cast in favour of this Resolution by:

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a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or

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the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or

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a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and

(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

2. Resolution 2 – Ratify the Issue of Listing Rule 7.1 Placement Shares

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 5,292,000 Shares, being the Listing Rule 7.1 Placement Shares, on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the Placement or an associate of those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

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a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or

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the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or

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a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3. Resolution 3 – Ratify the Issue of Listing Rule 7.1A Placement Shares

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 2,208,000 Shares, being the Listing Rule 7.1A Placement Shares, on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the Placement or an associate of those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

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a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or

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the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or

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a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

4. Resolution 4 – Issue of Placement Options

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

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 2,500,000 Options, being the Placement Options, on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the Placement or any of their associates and any other person who will obtain a material benefit as a result of the issue of securities, except a benefit solely in the capacity of a holder of securities, or any associate of that person (or those persons).

However, this does not apply to a vote cast in favour of this Resolution by:

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a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or

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the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or

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a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

5. Resolution 5 – Issue of Lead Manager Options

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

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 3,500,000 Options, being the Lead Manager Options, to the Joint Lead Managers (and/or their nominees), on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of the Joint Lead Managers (and/or their nominees) or any of their associates and any other person who will obtain a material benefit as a result of the issue of securities, except a benefit solely in the capacity of a holder of securities, or any associate of that person (or those persons).

However, this does not apply to a vote cast in favour of this Resolution by:

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a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or

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the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or

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a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

6. Resolution 6 – Issue of Underwriter Options

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

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 1,500,000 Options, being the Underwriter Options, to the Underwriter (and/or its nominees), on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of the Underwriter (and/or its nominees) or any of its associates and any other person who will obtain a material benefit as a result of the issue of securities, except a benefit solely in the capacity of a holder of securities, or any associate of that person (or those persons).

However, this does not apply to a vote cast in favour of this Resolution by:

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a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or

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the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or

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a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and

(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

BY ORDER OF THE BOARD

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Justin Mouchacca Company Secretary

Dated: 5 May 2022

OOKAMI LIMITED ACN 009 081 770

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting.

This Explanatory Memorandum should be read in conjunction with and forms part of the Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2 Notes for Shareholders Section 3: Background Section 4 Resolution 1 – Issue of Consideration Shares Section 5 Resolutions 2 and 3 – Ratify the issue of Placement Shares Section 6 Resolution 4 – Issue of Placement Options Section 7 Resolution 5 – Issue of Lead Manager Options Section 8 Resolution 6 – Issue of Underwriter Options Schedule 1: Definitions and Interpretation Schedule 2 Vendors Schedule 3 Summary of Share Sale Agreement Schedule 4 Terms and Conditions of the Placement Options Schedule 5 Terms and Conditions of the Lead Manager Options and Underwriter Options Schedule 6 Summary of Underwriting Agreement

A Proxy Form is located at the end of this Explanatory Memorandum.

2. Notes for Shareholders

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Entire Notice

The details of the Resolutions detailed in the Explanatory Memorandum accompanying the Notice should be read together with, and form part of, the Notice.

2.2 Proxies

All voting will be conducted by poll. Please refer to the accompanying letter sent to Shareholders for further details on how to cast your vote during the Meeting.

The Directors instruct all Shareholders who would like to appoint a proxy to lodge a Proxy Form prior to Saturday, 4 June 2022 at 10.00am (AWST). Please refer to the accompanying Proxy Form for further details on how to appoint a proxy.

Shareholders are strongly urged to appoint the Chair as their proxy. Shareholders can complete the accompanying Proxy Form provide specific instructions on how a Shareholder's vote is to be cast on each item of business, and the Chair must follow your instructions. Lodgement instructions (which include the ability to lodge proxies online) are detailed in the Proxy Form attached to the Notice. If a person other than the Chair is appointed as proxy, the proxy will revert to the Chair in the absence of the appointed proxy holder's attendance at the Meeting.

2.3 Corporate Representative

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. Written proof of the representative’s appointment (including any authority under which it is signed) must be lodged with or presented to the Company before the Meeting. An appointment of corporate representative form can be obtained by via the Company’s share registry website – www.automic.com.au.

A body corporate may appoint more than one representative but only one representative may exercise the body’s powers at any one time.

2.4 How the Chair will vote undirected proxies

Subject to the restrictions set out below, the Chair intends to vote all undirected proxies on, and in favour of, all of the proposed Resolutions.

2.5 Enquiries

Shareholders are invited to contact the Company Secretary, Mr Justin Mouchacca on (03) 8630 3321 or via email at [email protected] if they have any queries in respect of the matters set out in these documents.

3. Background

3.1 Transaction

On 22 April 2022, the Company announced that it had entered into a share sale agreement to acquire 100% of the issued share capital of African Mining Corporation Pty Ltd ( AMC ) ( Transaction ), which is party to an earn-in agreement ( Earn-In Agreement ) with three Cameroonian incorporated entities, Elephant Mining Limited, Heritage Mining Limited and Mungo Resources Limited ( Cameroonian Companies ), pursuant to which AMC has the right to earn up to an 85% equity interest in the Cameroonian Companies. The Cameroonian Companies have applied for six mineral exploration permits in southern Cameroon, covering a total of 2,600 km[2] ( Permits ), that are considered prospective for rutile and heavy mineral sands.

The Company intends to issue 5,555,556 Shares as consideration for the Transaction ( Consideration Shares ) to the shareholders of AMC ( Vendors ) (subject to Shareholder approval under Resolution 1) in accordance with the proportions detailed in Schedule 2 pursuant to the share sale agreement between the Company and the Vendors ( Share Sale Agreement ). Refer to the Company's announcement dated 22 April 2022 for further details regarding the Permits and Transaction and to Schedule 3 for a summary of the Share Sale Agreement.

3.2 Placement and Entitlement Offer

On 22 April 2022, the Company announced that it had successfully completed a book build and received firm commitments for a placement to institutional, professional and sophisticated investors to raise A$1.35 million (before costs) ( Placement ) and will undertake a pro rata nonrenounceable entitlement offer to existing Shareholders to raise up to an additional approximately A$680,000 (before costs) ( Entitlement Offer ) (together, the Capital Raising ).

The placement comprises the issue of 7,500,000 Shares at A$0.18 per Share ( Placement Shares ) to institutional, professional and sophisticated investors ( Placement Participants) identified by the Company and the joint lead managers, CPS Capital Group Pty Ltd and Inyati Capital Pty Ltd ( Joint Lead Managers ), to raise A$1.35 million. None of the Placement Participants are related parties, Key Management Personnel or advisers of the Company.

The Placement Shares were issued on 5 May 2022. The Placement Shares comprise:

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5,292,000 Shares issued under the Company's Listing Rule 7.1 capacity ( Listing Rule 7.1 Placement Shares ); and

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2,208,000 Shares issued under the Company's Listing Rule 7.1A capacity ( Listing Rule 7.1A Placement Shares ).

The Placement Participants were entitled to subscribe for one (1) free attaching Option to acquire a Share for every three (3) Placement Shares issued under the Placement ( Placement Option ). Each Placement Option will have an exercise price of A$0.30 and an expiry date of 8 July 2024. The Company will, subject to the satisfaction of the requirements in Listing Rule 2.5, seek quotation of the Placement Options on ASX.

The Entitlement Offer that is being undertaken comprises an offer all eligible Shareholders to subscribe for Shares on a one (1) for ten (10) basis at the same issue price as the Placement, together with one free attaching Option for every three (3) Shares issued, to raise up to an additional approximately A$680,000 (before costs). The Company will, subject to the satisfaction of the requirements in Listing Rule 2.5, seek quotation of the Options offered under the Entitlement Offer on ASX.

The Company intends to utilise the funds from the Capital Raising to:

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fund exploration at the Permits pursuant to the Earn-In Agreement (if the conditions of the Share Sale Agreement are satisfied and the Transaction completes); and

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provide additional working capital.

Refer to the Company's announcement dated 22 April 2022 and the prospectus dated 27 April 2022 ( Prospectus ) for further details regarding the Placement and Entitlement Offer.

The Entitlement Offer is underwritten by CPS Capital Group Pty Ltd ( Underwriter ), with Inyati Capital Pty Ltd acting as sub-underwriter. The underwriting is subject to certain termination rights (refer to the Prospectus for further information).

In connection with Capital Raising, the Company proposes to issue:

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an aggregate 3,500,000 options to the Joint Lead Managers (and/or their nominees) for the provision of lead manager services ( Lead Manager Options ) (subject to Shareholder approval under Resolution 5); and

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1,500,000 options to the Underwriter (and/or its nominees) for the provision of underwriting services ( Underwriter Options ) (subject to Shareholder approval under Resolution 6).

The Lead Manager Options and Underwriting Options have the same terms as the Placement Options (being an exercise price of A$0.30 and an expiry date of 8 July 2024). Refer to the Company's announcement dated 22 April 2022 and the Prospectus regarding the Joint Lead Managers' role in the Capital Raising.

4. Resolution 1 – Issue of Consideration Shares

4.1 General

Resolution 1 seeks Shareholder approval, pursuant to Listing Rule 7.1 and all other purposes, to issue the Consideration Shares to the Vendors (and/or their nominees) in accordance with the proportions detailed in Schedule 2.

Refer to Section 3.1 for details of the proposed issue of the Consideration Shares.

Resolution 1 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 1.

4.2 Listing Rule 7.1

Subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The issue of Consideration Shares does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of the Shareholders under Listing Rule 7.1.

Resolution 1 seeks the required Shareholder approval to issue the Consideration Shares to the Vendors (and/or their nominees) for the purposes of Listing Rule 7.1 and for all other purposes.

If Resolution 1 is passed, the Company will be able to proceed with the issue of Consideration Shares to the Vendors (and/or their nominees) pursuant to the Share Sale Agreement during the three-month period after the Meeting. In addition, the issue of Consideration Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under its 15% placement capacity under Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Consideration Shares.

If Resolution 1 is not passed, the Company will not issue the Consideration Shares to the Vendors (and/or their nominees) and will not proceed with the Transaction.

4.3 Specific Information Required by Listing Rule 7.3

For the purposes of Shareholder approval of the issue of Consideration Shares to the Vendors (and/or their nominees) and the requirements of Listing Rule 7.3, the following information is provided:

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the Consideration Shares will be issued to the Vendors (and/or their nominees) (who are not related parties of the Company) in the proportions detailed in Schedule 2;

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the maximum number of equity securities that the Company intends to issue under Resolution 1 is 5,555,556 Shares;

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the terms of the Consideration Shares to be issued pursuant to Resolution 1 are fully paid ordinary shares and will rank equally in all respects with the Company's existing Shares on issue;

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the Company will issue the Consideration Shares no later than 3 months after the date of the Meeting;

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the Consideration Shares are being issued as consideration pursuant to the Transaction (refer to Section 3.1 for further information);

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no funds will be raised from the issue of Consideration Shares on the basis that the Consideration Shares will be issued as consideration pursuant to the Transaction (refer to Schedule 3 for the material terms of Share Sale Agreement in relation to the Transaction); and

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a voting exclusion statement is included in the Notice for Resolution 1.

4.4 Board recommendation

The Board recommends that Shareholders vote in favour of this Resolution.

5. Resolutions 2 and 3 – Ratify the issue of Placement Shares

5.1 General

Resolution 2 seeks Shareholder ratification, pursuant to Listing Rule 7.4 and all other purposes, for the issue of the Listing Rule 7.1 Placement Shares (pursuant to the Company's capacity under Listing Rule 7.1) to institutional, professional and sophisticated investors (who are not related parties, Key Management Personnel or advisers of the Company) identified by the Company and the Joint Lead Managers to raise approximately A$952,560 (before costs).

Resolution 3 seeks Shareholder ratification, pursuant to Listing Rule 7.4 and all other purposes, for the issue of the Listing Rule 7.1A Placement Shares (pursuant to the Company's capacity under Listing Rule 7.1A) to institutional, professional and sophisticated investors (who are not related parties, Key Management Personnel or advisers of the Company) identified by the Company and the Joint Lead Managers to raise approximately A$397,440 (before costs).

Refer to Section 3.2 for details of the Placement.

Resolutions 2 and 3 are ordinary resolutions.

The Chair intends to exercise all available proxies in favour of Resolutions 2 and 3.

5.2 Listing Rules

As detailed above, subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

In addition to its 15% placement capacity under Listing Rule 7.1, the Company has obtained Shareholder approval pursuant to Listing Rule 7.1A at its 2021 annual general meeting to issue

equity securities up to 10% of its issued share capital through placements over a 12 month period after the Company's 2021 annual general meeting, without needing prior Shareholder approval.

Listing Rule 7.4 provides that if the Company in general meeting ratifies the previous issue of equity securities pursuant to Listing Rule 7.1 and Listing Rule 7.1A (and provided that the previous issue did not breach Listing Rule 7.1 or Listing Rule 7.1A) those equity securities will be deemed to have been made with shareholder approval for the purposes of Listing Rule 7.1 or Listing Rule 7.1A..

If Resolutions 2 and 3 are passed, the Company will retain the flexibility to issue equity securities in the future up to the 15% placement capacity under Listing Rule 7.1 and the 10% placement capacity under Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.

If Resolutions 2 and 3 are not passed, the Placement Shares will be included in the Company's 15% placement capacity under Listing Rule 7.1 and the Company's 10% placement capacity under Listing Rule 7.1A for the 12 month period following the issue of the Placement Shares.

5.3 Specific information required by Listing Rule 7.5

For the purposes of Shareholder ratification of the issue of Placement Shares to the Placement Participants and the requirements of Listing Rule 7.5, the following information is provided in relation to the issue of Placement Shares:

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on 5 May 2022, the Company issued 7,500,000 Shares to the Placement Participants, who are institutional, professional and sophisticated investors (who are not related parties, Key Management Personnel or advisers of the Company) identified by the Company and the Joint Lead Managers as part of the book build process (which involved the Company and the Joint Lead Managers seeking expressions of interests from various third party investors, including certain existing Shareholders);

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the Placement Shares were issued at A$0.18 per Share;

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the Placement Shares were all fully paid ordinary shares in the Company and will rank equally in all respects with the Company's existing Shares on issue;

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proceeds of approximately A$1,350,000 were received from the issue of Placement Shares, which funds will be utilised as detailed in Section 3.2;

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the Placement Shares were issued pursuant to short form subscription letters pursuant to which the Placement Participations agreed to be issued Placement Shares at an issue price of A$0.18 per Share. No other terms of the short form subscription letters require disclosure; and

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a voting exclusion statement is included in the Notice for Resolutions 2 and 3.

5.4 Board recommendation

The Board recommends that Shareholders vote in favour of Resolutions 2 and 3.

6. Resolution 4 – Issue of Placement Options

6.1 General

Resolution 4 seeks Shareholder approval, pursuant to Listing Rule 7.1 and all other purposes, to issue the Placement Options to the Placement Participants.

Refer to Section 3.2 for details of the Placement.

Resolution 4 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 4.

6.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is provided in Section 4.2.

The issue of Placement Options does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of the Shareholders under Listing Rule 7.1.

Resolution 4 seeks the required Shareholder approval to issue the Placement Options to the Placement Participants for the purposes of Listing Rule 7.1 and for all other purposes.

If Resolution 4 is passed, the Company will be able to proceed with the issue of Placement Options to the Placement Participants. In addition, the issue of Placement Options will be excluded in calculating the Company’s 15% placement capacity under Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Options.

If Resolution 4 is not passed, the issue of Placement Options to the Placement Participants will only proceed to that extent the Company has the available placement capacity to issue equity securities without Shareholder approval pursuant to the Company’s 15% placement capacity under Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Options. If the Company does not have the available placement capacity to issue equity securities without Shareholder approval pursuant to the Company’s 15% placement capacity under Listing Rule 7.1, the issue of Placement Options to the Placement Participants will not proceed.

6.3 Specific Information Required by Listing Rule 7.3

For the purposes of Shareholder approval of the issue of Placement Options to the Placement Participants and the requirements of Listing Rule 7.3, the following information is provided:

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the Placement Options will be issued to the Placement Participants, who are institutional, professional and sophisticated investors (who are not related parties, Key Management Personnel or advisers of the Company) identified by the Company and the Joint Lead Managers as part of the book build process (which involved the Company and the Joint Lead Managers seeking expressions of interests from various third party investors, including certain existing Shareholders);

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the maximum number of Placement Options to be issued is 2,500,000;

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the Placement Options will be have an exercise price of A$0.30 with an expiry date of 8 July 2024 and will have the terms and conditions in Schedule 4;

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the issue of Placement Options will occur on or around 13 June 2022 and in any event no later than 3 months after the date of the Meeting;

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the Placement Options will be issued for nil cash consideration, as they are being issued on a free attaching basis of one (1) Placement Option for every three (3) Placement Shares issued pursuant to the Placement;

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no funds will be raised by the issue of Placement Options;

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the Placement Options are being issued under the Prospectus; and

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a voting exclusion statement is included in the Notice for Resolution 4.

6.4 Board recommendation

The Board recommends that Shareholders vote in favour of this Resolution.

7. Resolution 5 – Issue of Lead Manager Options

7.1 General

Resolution 5 seeks Shareholder approval, pursuant to Listing Rule 7.1 and all other purposes, to issue the Lead Manager Options to the Joint Lead Managers (and/or their nominees).

Refer to Section 3.2 for details of the Joint Lead Managers' role in relation to the Placement.

Resolution 5 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 5.

7.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is provided in Section 4.2.

The issue of Lead Manager Options does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of the Shareholders under Listing Rule 7.1.

Resolution 5 seeks the required Shareholder approval to issue the Lead Manager Options to the Joint Lead Managers (and/or their nominees) for the purposes of Listing Rule 7.1 and for all other purposes.

If Resolution 5 is passed, the Company will be able to proceed with the issue of Lead Manager Options to the Joint Lead Managers (and/or their nominees). In addition, the issue of Lead Manager Options will be excluded in calculating the Company’s 15% placement capacity under Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Lead Manager Options.

If Resolution 5 is not passed, the issue of Lead Manager Options to the Joint Lead Managers (and/or their nominees) will only proceed to that extent the Company has the available placement capacity to issue equity securities without Shareholder approval pursuant to the Company’s 15% placement capacity under Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Lead Manager Options. If the Company does not have the available placement capacity to issue equity securities without Shareholder approval pursuant to the Company’s 15% placement capacity under Listing Rule 7.1, the issue of Lead Manager Options to the Joint Lead Managers (and/or their nominees) will not proceed.

7.3 Specific Information Required by Listing Rule 7.3

For the purposes of Shareholder approval of the issue of Lead Manager Options and the requirements of Listing Rule 7.3, the following information is provided:

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the Lead Manager Options will be issued to CPS Capital Group Pty Ltd and Inyati Capital Pty Ltd (and/or their nominees);

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the maximum number of Lead Manager Options to be issued is 3,500,000;

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the Lead Manager Options will be have an exercise price of A$0.30 with an expiry date of 8 July 2024 and will have the terms and conditions in Schedule 5;

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the issue of Lead Manager Options will occur on or around 13 June 2022 and in any event no later than 3 months after the date of the Meeting;

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the Lead Manager Options will be issued at an issue price of $0.00001 per Lead Manager Option, as they are being issued for the purpose of satisfying certain payment obligations pursuant to the engagement of the Joint Lead Managers to provide lead manager services for the Placement ( Joint Lead Manager Mandate ). Pursuant to the Joint Lead Manager Mandate, the Company has agreed to:
(i) pay a management fee of 2% of the gross proceeds of the Placement; and
(ii) pay a capital raising fee of 4% of the gross proceeds raised under the Placement; and
(iii) issue the Lead Manager Options;

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negligible funds will be raised by the issue of Lead Manager Options as they are being issued at a nominal issue price to satisfy certain payment obligations under the Joint Lead Manager Mandate;

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the Lead Manager Options are being issued under the Prospectus; and

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a voting exclusion statement is included in the Notice for Resolution 5.

7.4 Board recommendation

The Board recommends that Shareholders vote in favour of this Resolution.

8. Resolution 6 – Issue of Underwriter Options

8.1 General

Resolution 6 seeks Shareholder approval, pursuant to Listing Rule 7.1 and all other purposes, to issue the Underwriter Options to the Underwriter (and/or its nominees).

Refer to Section 3.2 for details of the underwriting in relation to the Entitlement Offer.

Resolution 6 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 6.

8.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is provided in Section 4.2.

The issue of Underwriter Options does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of the Shareholders under Listing Rule 7.1.

Resolution 6 seeks the required Shareholder approval to issue the Underwriter Options to the Underwriter (and/or its nominees) for the purposes of Listing Rule 7.1 and for all other purposes.

If Resolution 6 is passed, the Company will be able to proceed with the issue of Underwriter Options to the Underwriter (and/or its nominees). In addition, the issue of Underwriter Options will be excluded in calculating the Company’s 15% placement capacity under Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without

Shareholder approval over the 12 month period following the date of issue of the Underwriter Options.

If Resolution 6 is not passed, the issue of Underwriter Options to the Underwriter (and/or its nominees) will only proceed to that extent the Company has the available placement capacity to issue equity securities without Shareholder approval pursuant to the Company’s 15% placement capacity under Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Underwriter Options. If the Company does not have the available placement capacity to issue equity securities without Shareholder approval pursuant to the Company’s 15% placement capacity under Listing Rule 7.1, the issue of Underwriter Options to the Underwriter (and/or its nominees) will not proceed.

8.3 Specific Information Required by Listing Rule 7.3

For the purposes of Shareholder approval of the issue of Underwriter Options and the requirements of Listing Rule 7.3, the following information is provided:

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the Underwriter Options will be issued to CPS Capital Group Pty Ltd (and/or its nominees);

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the maximum number of Underwriter Options to be issued is 1,500,000;

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the Underwriter Options will be have an exercise price of A$0.30 with an expiry date of 8 July 2024 and will have the terms and conditions in Schedule 5;

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the issue of Underwriter Options will occur on or around 13 June 2022 and in any event no later than 3 months after the date of the Meeting;

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the Underwriter Options will be issued at an issue price of $0.00001 per Underwriter Option, as they are being issued to the Underwriter (and/or its nominees) in respect to underwriting services provided pursuant to the Entitlement Offer;

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negligible funds will be raised by the issue of Underwriter Options as they are being issued at a nominal issue price to satisfy certain payment obligations in respect to underwriting services provided pursuant to the Entitlement Offer (refer to Schedule 6 for the material terms of underwriting agreement entered into between the Company and the Underwriter in relation to the Entitlement Offer ( Underwriting Agreement );

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the Underwriter Options are being issued under the Prospectus; and

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a voting exclusion statement is included in the Notice for Resolution 6.

8.4 Board recommendation

The Board recommends that Shareholders vote in favour of this Resolution.

Schedule 1

Definitions and Interpretation

1. Definitions

In the Notice and this Explanatory Memorandum, unless the context otherwise requires:

AMC means African Mining Corporation Pty Ltd ACN 649 318 187.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ABN 98 008 624 691 and, where the context requires, the Australian Securities Exchange operated by ASX Limited.

ASIC means the Australian Securities and Investments Commission.

AWST means Australian Western Standard Time.

Board means the board of Directors from time to time.

Capital Raising has the meaning given in Section 3.2.

Cameroonian Companies has the meaning given in Section 3.1.

Chair means the person appointed to chair the Meeting convened by the Notice.

Closing Date means the closing date of the Entitlement Offer.

Company means Ookami Limited ACN 009 081 770.

Consideration Shares has the meaning given in Section 3.1.

Controller means any person described in section 419(1) of the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth).

Director means any director of the Company and Directors means all of them.

Earn-In Agreement has the meaning given in Section 3.1.

Entitlement Offer has the meaning given in Section 3.2.

Event of Insolvency means:

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a receiver, manager, receiver and manager, trustee, administrator, Controller or similar officer is appointed in respect of a person or any asset of a person;

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a liquidator or provisional liquidator is appointed in respect of a corporation;

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any application (not being an application withdrawn or dismissed within seven days) is made to a court for an order, or an order is made, or a meeting is convened, or a resolution is passed, for the purpose of:
(i) appointing a person referred to in paragraphs (a) or (b);
(ii) winding up a corporation; or
(iii) proposing or implementing a scheme of arrangement;

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any event or conduct occurs which would enable a court to grant a petition, or an order is made, for the bankruptcy of an individual or his estate under any Insolvency Provision;

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a moratorium of any debts of a person, or an official assignment, or a composition, or an arrangement (formal or informal) with a person's creditors, or any similar proceeding or arrangement by which the assets of a person are subjected conditionally or unconditionally to the control of that person's creditors or a trustee, is ordered, declared, or agreed to, or is applied for and the application is not withdrawn or dismissed within seven days;

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a person becomes, or admits in writing that it is, is declared to be, or is deemed under any applicable law to be, insolvent within the meaning of the Corporations Act; or

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any writ of execution, garnishee order, mareva injunction or similar order, attachment, distress or other process is made, levied or issued against or in relation to any asset of a person.

Execution Date has the meaning given in Schedule 6.

Explanatory Memorandum means this explanatory memorandum.

Group means the Company and each of its subsidiaries.

Insolvency Provision means any law relating to insolvency, sequestration, liquidation or bankruptcy (including any law relating to the avoidance of conveyances in fraud of creditors or of preferences, and any law under which a liquidator or trustee in bankruptcy may set aside or avoid transactions), and any provision of any agreement, arrangement or scheme, formal or informal, relating to the administration of any of the assets of any person.

Joint Lead Managers means CPS Capital Group Pty Ltd ACN 088 055 636 and Inyati Capital Pty Ltd ACN 642 351 193.

Joint Lead Manager Mandate has the meaning given in Section 7.3.

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise).

Lead Manager Options has the meaning given in Section 3.2.

Listing Rule 7.1 Placement Shares has the meaning given in Section 3.2.

Listing Rule 7.1A Placement Shares has the meaning given in Section 3.2.

Listing Rules means the official listing rules of the ASX (as amended from time to time).

Material Adverse Effect means:

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a material adverse effect on the outcome of the Entitlement Offer or on the subsequent market for the Shares issued under the Entitlement Offer (including, without limitation, a material adverse effect on a decision of an investor to invest in Shares issued under the Entitlement Offer); or

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a material adverse effect on the condition, trading or financial position and performance, profits and losses, results, prospects, business or operations of the Group taken as a whole.

Meeting has the meaning given in the introductory paragraph of the Notice.

New Share means a Share offered pursuant to the Prospectus.

Notice means the notice convening the Meeting and includes the agenda, Explanatory Memorandum and the Proxy Form.

Option means an option to acquire a Share.

Permits has the meaning given in Section 3.1.

Placement has the meaning given in Section 3.2.

Placement Options has the meaning given in Section 3.2.

Placement Participants has the meaning given in Section 3.2.

Placement Shares has the meaning given in Section 3.2.

Prescribed Occurrence means:

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the Company converting all or any of its shares into a larger or smaller number of shares;

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the Company resolving to reduce its share capital in any way;

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the Company:
(i) entering into a buy back agreement; or
(ii) resolving to approve the terms of a buy back agreement under section 257D or 257E of the Corporations Act;

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the Company making an issue of, or granting an option to subscribe for, any of its shares or any other securities, or agreeing to make such an issue or grant such an option, other than the issue of securities in accordance with the Entitlement Offer, the Underwriting Agreement or the Share Sale Agreement, any securities issued or granted pursuant to any incentive plan or scheme for the issue of securities to employees or officers of the Company, any securities issued on conversion of convertible securities that are on issue at the Execution Date and any securities issued with the prior written consent of the Underwriter (such consent not to be unreasonably delayed or withheld);

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the Company issuing, or agreeing to issue, convertible notes;

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the Company disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property;

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the Company charging, or agreeing to charge, the whole, or a substantial part, of its business or property;

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the Company resolving that it be wound up;

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the appointment of a liquidator or provisional liquidator of the Company;

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the making of an order by a court for the winding up of the Company;

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an administrator of the Company, being appointed under section 436A, 436B or 436C of the Corporations Act;

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the Company executing a deed of company arrangement; or

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the appointment of a receiver, or a receiver and manager, in relation to the whole, or a substantial part, of the property of the Company.

Prospectus has the meaning given in Section 3.2.

Proxy Form means the proxy form attached to the Notice.

Resolution means any resolution detailed in the Notice as the context requires.

Schedule means a schedule to this Explanatory Memorandum.

Section means a section of this Explanatory Memorandum.

Settlement Date means the issue date of New Shares under the Entitlement Offer to the Underwriter (or sub-underwriters), being five business days after the Shortfall Notice Deadline Date, or such other date as the Company and the Underwriter agree in writing.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

Share Sale Agreement has the meaning given in Section 3.1.

Shortfall means the New Shares not applied for under the Entitlement Offer before the Closing Date.

Shortfall Notice Deadline Date means 7 June 2022, or any other date agreed in writing between the parties as the date by which the Company must give the Underwriter written notice of the number of Shortfall Shares and the certificate provided in the Underwriting Agreement.

Shortfall Shares means the New Shares constituting the Shortfall .

Transaction has the meaning given in Section 3.1.

Underwriter means CPS Capital Group Pty Ltd ACN 088 055 636.

Underwriter Options has the meaning given in Section 3.2.

Underwriting Agreement has the meaning given in Section 8.3(f).

Vendors has the meaning given in Section 3.1.

Schedule 2

Vendors

Name	No. of shares in AMC	No. of Consideration Shares
Dogbolter Pty Ltd	50	978,091
3VL Pty Ltd	23	449,922
Melbor Pty Ltd	23	449,922
Mark Jonathan Sandford	23	449,922
David James Wall	23	449,922
J Stimpson Pty Ltd	46	899,843
Tellaro Pty Ltd	46	899,843
Hopetoun Consulting Pty Ltd	50	978,091
TOTAL	284	5,555,556

Schedule 3

Summary of the Share Sale Agreement

The Company has entered into a share sale agreement with the Vendors pursuant to which the Company will acquire 100% of the issued share capital of AMC in consideration for the issue of 5,555,556 new fully paid ordinary shares in the Company in the proportions detailed in Schedule 2.

Completion of the Share Sale Agreement is conditional upon the satisfaction and/or waiver of the following conditions precedent:

all authorisations required to give effect to the transactions contemplated by the Share Sale Agreement being obtained or otherwise satisfied and remaining in full force and effect;
AMC, the Cameroonian Companies and the shareholders of the Cameroonian Companies executing a replacement Earn-in and Joint Venture Agreement;
the Company obtaining all necessary shareholder approvals required to complete the Transaction;
four of the Permits being granted and all authorisations in respect to those four Permits being received;
the Company undertaking an equity capital raising and receiving valid applications to raise a minimum of A$1,350,000 (before costs) via the issue fully paid ordinary shares in the Company ( Shares ); and
there be no material breaches of the Share Sale Agreement and no material adverse changes prior to completion.

If the conditions in respect to the Share Sale Agreement are not satisfied and/or waived by 31 August 2022, the Share Sale Agreement may be terminated by written notice by either the Company or the Vendors.

In addition, either the Company or the Vendors may terminate the Share Sale Agreement if the other party is in breach of an obligation under the Share Sale Agreement and has not rectified that breach within five business days of notice to the other party detailing the substance of the breach.

The Share Sale Agreement is otherwise subject to customary terms and conditions for a transaction of this nature, including pre-completion obligations, warranties and representations by the parties.

Schedule 4

Terms and Conditions of the Placement Options

The Placement Options have the following terms and conditions:

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Entitlement

Each Option entitles the holder ( Holder ) to subscribe for a Share upon exercise.

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Exercise Price and Expiry Date

The Options are exercisable at A$0.30 each ( Exercise Price ).

Each Option will expire on 8 July 2024 ( Expiry Date ).

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Exercise Period

Each Option is exercisable at any time prior to the Expiry Date ( Exercise Period ). After this time, any unexercised Options will automatically lapse.

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Notice of Exercise

The Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the applicable Exercise Price for each Option being exercised. Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

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Shares Issued on Exercise

Shares issued on exercise of the Options rank equally with the then Shares of the Company and are free of all encumbrances, liens and third party interests.

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Quotation of Shares

The Company will apply to ASX for official quotation of the Shares issued upon the exercise of the Options.

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Timing of Issue of Shares and Quotation of Shares on Exercise

(i) Within five business days after the later of the following:
(A) receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the applicable Exercise Price for each Option being exercised; and
(B) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information. If there is no such information the relevant date will be the date of receipt of a Notice of Exercise as set out in clause (d) above,

the Company will:

(C) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(D) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act

and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

(E) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.
(ii) If, for any reason, a notice delivered under paragraph (d) is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 business days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

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Participation in New Issues

There are no participation rights or entitlements inherent in the Options and Holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.

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Adjustment for Bonus Issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

(i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Holder would have received if the Holder of an Option had exercised the Option before the record date for the bonus issue; and
(ii) no change will be made to the Exercise Price.

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Adjustment for Rights Issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Option will be reduced according to the following formula:

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where:

O' = the new Exercise Price of the Option.
O = the old Exercise Price of the Option.
E = the number of underlying Shares into which one Option is exercisable.
P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
S = the subscription price of a Share under the pro rata issue.
D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).

N = the number of Shares with rights or entitlements that must be held to receive a right to one new share.

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Adjustments for Reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Holder may be varied to comply with the ASX Listing Rules that apply to the reconstruction at the time of the reconstruction.

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Quotation of Options

The Company will apply for quotation of the Options in accordance with the Listing Rules. In the event that quotation of the Options cannot be obtained, the Options will be issued on an unquoted basis.

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Options Transferable

The Options are transferrable.

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Lodgement Requirements

Cheques shall be in Australian currency made payable to the Company and crossed 'Not Negotiable'. The application for Shares on the exercise of the Options with the appropriate remittance must be lodged at the Share Registry.

Schedule 5

Terms and Conditions of the Lead Manager Options and Underwriter Options

The Lead Manager Options and Underwriter Options have the following terms and conditions:

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Entitlement

Each Option entitles the holder ( Holder ) to subscribe for a Share upon exercise.

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Exercise Price and Expiry Date

The issue price for each Option is $0.00001.

The Options are exercisable at A$0.30 each ( Exercise Price ).

Each Option will expire on 8 July 2024 ( Expiry Date ).

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Exercise Period

Each Option is exercisable at any time prior to the Expiry Date ( Exercise Period ). After this time, any unexercised Options will automatically lapse.

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Notice of Exercise

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Shares Issued on Exercise

Shares issued on exercise of the Options rank equally with the then Shares of the Company and are free of all encumbrances, liens and third party interests.

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Quotation of Shares

The Company will apply to ASX for official quotation of the Shares issued upon the exercise of the Options.

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Timing of Issue of Shares and Quotation of Shares on Exercise

(i) Within five business days after the later of the following:
(A) receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the applicable Exercise Price for each Option being exercised; and
(B) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information. If there is no such information the relevant date will be the date of receipt of a Notice of Exercise as set out in clause (d) above,

the Company will:

(C) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

(D) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(E) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.
(ii) If, for any reason, a notice delivered under paragraph (d) is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 business days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

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Participation in New Issues

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Adjustment for Bonus Issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

(i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Holder would have received if the Holder of an Option had exercised the Option before the record date for the bonus issue; and
(ii) no change will be made to the Exercise Price.

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Adjustment for Rights Issue

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where:

O' = the new Exercise Price of the Option.
O = the old Exercise Price of the Option.
E = the number of underlying Shares into which one Option is exercisable.
P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
S = the subscription price of a Share under the pro rata issue.

D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).

N = the number of Shares with rights or entitlements that must be held to receive a right to one new share.

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Adjustments for Reorganisation

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Quotation of Options

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Options Transferable

The Options are transferrable.

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Lodgement Requirements

Schedule 6

Summary of the Underwriting Agreement

On 21 April 2022 ( Execution Date ), the Company entered into an underwriting agreement with the Underwriter who has agreed to underwrite the Entitlement Offer on certain terms and conditions.

Under the terms of the Underwriting Agreement, subject to the satisfaction of certain conditions precedent (detailed below), the Underwriter agrees to underwrite the Entitlement Offer.

As customary with these types of agreements:

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the obligations of the Underwriter are subject to the satisfaction (or waiver by the Underwriter) of (amongst others) the condition that the Share Sale Agreement is not terminated or otherwise amended or varied other than with the prior written consent of the Underwriter;

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the Company has agreed, subject to certain carve outs, to indemnify the Underwriter and and its directors, officers, employees and agents and hold them harmless from and against all prosecutions, losses (excluding consequential loss but including reasonable costs incurred in connection with any investigation, enquiry or hearing by ASIC, ASX or any governmental authority or agency), penalties, actions, suits, claims, costs (including reasonable legal costs on a solicitor and own client basis), demands and proceedings (whether civil or criminal) rising out of or in respect of:
(i) non-compliance by the Company with or breach of any legal requirement or the Listing Rules in relation to the Prospectus or any corrective documents for the Prospectus;
(ii) any advertising of the Entitlement Offer (notwithstanding that the Underwriter may have consented to it) by the Company or any documents in respect of the Entitlement Offer which accompany the Prospectus or corrective documents or otherwise arising out of the Entitlement Offer;
(iii) any statement, misstatement, misrepresentation, non disclosure, inaccuracy in or omission from the Prospectus or any corrective documents, any advertising of the Entitlement Offer or any documents in respect of the Entitlement Offer which accompany the Prospectus or any corrective documents; or
(iv) any breach or failure by the Company to observe any of the terms of the Underwriting Agreement;

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the Underwriter, in its sole discretion, may terminate its obligations under the Underwriting Agreement if:
(i) the Entitlement Offer is withdrawn by the Company;
(ii) the Company fails to lodge an Appendix 2A in relation to the New Shares under the Entitlement Offer with ASX by the time required by the Listing Rules, the Corporations Act or any other regulations;
(iii) the Underwriter, having elected not to exercise its right to terminate its obligations under the Underwriting Agreement as a result of an occurrence as described in paragraph (c)(xi)(D), forms the view on reasonable grounds that a corrective document should be lodged with ASIC and ASX to comply with the Corporations Act and the Company fails to lodge a corrective document in such form and content and within such time as the Underwriter may reasonably require;
(iv) the Company lodges a corrective document without the prior written agreement of the Underwriter (which agreement the Underwriter may not unreasonably withhold);

(v) subject always to paragraph (d), it transpires that there is a statement in the Prospectus that is misleading or deceptive or likely to mislead or deceive, or that there is an omission from the Prospectus or if any statement in the Prospectus becomes misleading or deceptive or likely to mislead or deceive or if the issue of the Prospectus is or becomes misleading or deceptive or likely to mislead or deceive;
(vi) the Company is prevented from issuing the New Shares under the Entitlement Offer within the time required by the Underwriting Agreement, the Corporations Act, the Listing Rules, any statute, regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semigovernmental agency or authority;
(vii) an application is made by ASIC for an order under section 1324B or any other provision of the Corporations Act in relation to the Entitlement Offer, provided that the Shortfall Notice Deadline Date has arrived, and that application has not been dismissed or withdrawn;
(viii) the Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable circumstances under Pt 6.10 of the Corporations Act, or an application for such a declaration is made to the Takeovers Panel and is not withdrawn or disposed of by the Shortfall Notice Deadline Date, either of which in the Underwriter's reasonable opinion has a Material Adverse Effect;
(ix) subject always to paragraph (d), a Director or senior manager of the Company is charged with an indictable offence;
(x) the S&P/ASX Small Ordinaries index falls by 10% or more below the level of the S&P/ASX Small Ordinaries index on the Execution Date, at the close of trading:
(A) for at least two consecutive business days in the period between the Execution Date and the business day prior to the Settlement Date; or
(B) on the business day immediately prior to the Settlement Date; or
(xi) subject always to paragraph (d), any of the following events occurs:
(A) default or breach by the Company under the Underwriting Agreement of any terms, condition, covenant or undertaking and the default or breach is either incapable of remedy or is not remedied within ten business days after the Underwriter notifies the Company of the default or breach or by the Shortfall Notice Deadline Date, whichever is earlier;
(B) any representation, warranty or undertaking given by the Company in the Underwriting Agreement is or becomes untrue or incorrect to a material respect;
(C) a material contravention by the Company of any provision of its constitution, the Corporations Act, the Listing Rules or any other applicable legislation or any policy or requirement of ASIC or ASX;
(D) an event occurs which gives rise to a Material Adverse Effect or any adverse change or any development including a prospective adverse change after the Execution Date in the assets, liabilities, financial position, trading results, profits, losses, prospects, business or operations of the Company;
(E) any information supplied at any time by the Company or any person on its behalf to the Underwriter in respect of any aspect of the Entitlement Offer or the issue of New Shares under the Entitlement Offer or the affairs of the Company is or becomes misleading or deceptive or likely to mislead or deceive to a material respect;

(F) there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any of its States or Territories any Act or prospective Act or budget or the Reserve Bank of Australia or any Commonwealth or State authority adopts or announces a proposal to adopt any new, or any major change in, existing, monetary, taxation, exchange or fiscal policy;
(G) a Prescribed Occurrence occurs;
(H) the Company suspends payment of its debts generally;
(I) an Event of Insolvency occurs in respect of the Company;
(J) a judgment in an amount exceeding A$100,000 is obtained against the Company and is not set aside or satisfied within seven days;
(K) litigation, arbitration, administrative or industrial proceedings are brought after the Execution Date commenced against the Company;
(L) there is a change in the composition of the Board or a change in the senior management of the Company before the issue of New Shares under the Entitlement Offer without the prior written consent of the Underwriter (such consent not to be unreasonably delayed or withheld);
(M) a takeover offer or scheme of arrangement pursuant to Chapter 5 or 6 of the Corporations Act is publicly announced in relation to the Company;
(N) there is a delay in any specified date in the timetable agreed to between the Company and the Underwriter which is greater than three business days, without the prior written consent of the Underwriter (such consent not to be unreasonably delayed or withheld);
(O) a Force Majeure affecting the Company's business or any obligation under the Underwriting Agreement lasting in excess of seven days occurs;
(P) the Company passes or takes any steps to pass a resolution under section 254N, section 257A or section 260B of the Corporations Act or a resolution to amend its constitution without the prior written consent of the Underwriter;
(Q) the Company alters its capital structure in any manner not contemplated by the Prospectus, the Share Sale Agreement or permitted by the Underwriting Agreement without the prior written consent of the Underwriter (such consent not to be unreasonably delayed or withheld);
(R) hostilities not presently existing commence (whether war has been declared or not) or a major escalation in existing hostilities occurs (whether war has been declared or not) involving any one or more of Australia, New Zealand the United States of America, the United Kingdom any member state of the European Union, Indonesia, Japan or the People's Republic of China or Indonesia, or a terrorist act is perpetrated on any of those countries or any diplomatic or political establishment of any of those countries elsewhere in the world, or a national emergency is declared by any of those countries;
(S) there occurs any material adverse change or material adverse disruption to the political or economic conditions of financial markets in Australia, the United Kingdom, the United States of America or the international financial markets or any change or development involving a prospective change in national or international political, financial or economic conditions; or
(T) the Share Sale Agreement is not terminated or otherwise amended or varied other than with the prior written consent of the Underwriter;

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the events listed in paragraphs (c)(v), (c)(ix) and (c)(xi) do not entitle the Underwriter to exercise its rights under paragraph (c) unless, in the reasonable opinion of the Underwriter reached in good faith, the event has or is likely to have, or those events together have, or could reasonably be expected to have, a Material Adverse Effect or could give rise to a liability of the Underwriter under the Corporations Act; and
the Underwriter will be remunerated by the Company for providing underwriting services in relation to the Entitlement Offer as follows:
(i) the payment of an underwriting fee equal to 6% of the total amount raised under the Entitlement Offer; and
(ii) the issue of the Underwriter Options to the Underwriter (and/or its nominees).

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Proxy Voting Form

If you are attending the meeting in person, please bring this with you for Securityholder registration.

Ookami Limited | ACN 009 081 770

Holder Number:

Your proxy voting instruction must be received by 10.00am (AWST) on Saturday, 4 June 2022, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY VOTE ONLINE

Vote online at https://investor.automic.com.au/#/loginsah

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting form.

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✓ Save Money:

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✓ It’s Quick and Secure:

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✓ Receive Vote Confirmation:

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SUBMIT YOUR PROXY VOTE BY PAPER

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

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy

need not be a Shareholder of the Company. Otherwise, if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed.

Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

STEP 2 - VOTES ON ITEMS OF BUSINESS

You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with

such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish

to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or

number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS

Individual : Where the holding is in one name, the Shareholder must sign.

Joint holding : Where the holding is in more than one name, all Shareholders should sign.

Power of attorney : If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it.

Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address : Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

Return your completed form All enquiries to Automic WEBCHAT BY MAIL IN PERSON BY EMAIL https://automic.com.au/ Automic Automic [email protected] GPO Box 5193 Level 5, 126 Phillip Street BY FACSIMILE PHONE Sydney NSW 2001 Sydney NSW 2000 +61 2 8583 3040 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

Complete and return this form as instructed only if you do not vote online I/We being a Shareholder entitled to attend and vote at the General Meeting of Ookami Limited, to be held at 10.00am (AWST) on Monday, 6 June 2022 at 108 Outram Street, West Perth, Western Australia 6008 hereby:

Appoint the Chairman of the Meeting (Chair) OR if you are not appointing the Chairman of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

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The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”,” “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

STEP 2: Your Voting Direction
	Resolutions For Against Abstain
	1. Issue of Consideration Shares
	2. Ratify the Issue of Listing Rule 7.1 Placement Shares
	3. Ratify the Issue of Listing Rule 7.1A Placement Shares
	4. Issue of Placement Options
	5. Issue of Lead Manager Options
	6. Issue of Underwriter Options
	Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: Contact Daytime Telephone Date (DD/MM/YY) / / By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).

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AI assistant

FIRST LITHIUM LIMITED — Proxy Solicitation & Information Statement 2022

64921_rns_2022-05-04_5d4a4840-22b4-49c3-a1de-16968c55330b.pdf

OOKAMI LIMITED ACN 009 081 770

NOTICE OF GENERAL MEETING

OOKAMI LIMITED

ACN 009 081 770

NOTICE OF GENERAL MEETING

AGENDA

1. Resolution 1 – Issue of Consideration Shares

Voting Exclusion

2. Resolution 2 – Ratify the Issue of Listing Rule 7.1 Placement Shares

Voting Exclusion

3. Resolution 3 – Ratify the Issue of Listing Rule 7.1A Placement Shares

Voting Exclusion

4. Resolution 4 – Issue of Placement Options

Voting Exclusion

5. Resolution 5 – Issue of Lead Manager Options

Voting Exclusion

6. Resolution 6 – Issue of Underwriter Options

Voting Exclusion

BY ORDER OF THE BOARD

EXPLANATORY MEMORANDUM

1. Introduction

2. Notes for Shareholders

2.1 Entire Notice

2.2 Proxies

2.3

Corporate Representative

2.4 How the Chair will vote undirected proxies

2.5

Enquiries

3. Background

3.1 Transaction

3.2 Placement and Entitlement Offer

4. Resolution 1 – Issue of Consideration Shares

4.1 General

4.2

Listing Rule 7.1

4.3 Specific Information Required by Listing Rule 7.3

4.4 Board recommendation

5. Resolutions 2 and 3 – Ratify the issue of Placement Shares

5.1 General

5.2 Listing Rules

5.3 Specific information required by Listing Rule 7.5

5.4 Board recommendation

6. Resolution 4 – Issue of Placement Options

6.1 General

6.2 Listing Rule 7.1

6.3 Specific Information Required by Listing Rule 7.3

6.4 Board recommendation

7. Resolution 5 – Issue of Lead Manager Options

7.1 General

7.2 Listing Rule 7.1

7.3 Specific Information Required by Listing Rule 7.3

7.4 Board recommendation

8. Resolution 6 – Issue of Underwriter Options

8.1 General

8.2 Listing Rule 7.1

8.3 Specific Information Required by Listing Rule 7.3

8.4 Board recommendation

Schedule 1

Definitions and Interpretation

1. Definitions

Corporations Act means the Corporations Act 2001 (Cth).

Material Adverse Effect means:

Prescribed Occurrence means:

Schedule 2

Vendors

Schedule 3

Summary of the Share Sale Agreement

Schedule 4

Terms and Conditions of the Placement Options

Entitlement

Exercise Price and Expiry Date

Exercise Period

Notice of Exercise

Shares Issued on Exercise

Quotation of Shares

Timing of Issue of Shares and Quotation of Shares on Exercise

FIRST LITHIUM LIMITED Proxy Solicitation & Information Statement 2022