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YOJEE LIMITED Capital/Financing Update 2016

Jun 9, 2016

66110_rns_2016-06-09_3d10a8e3-3115-4d6f-89f9-d47826b76eba.pdf

Capital/Financing Update

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1 June 2016

Confirmations on Completion of Yojee Transaction

Following completion of the acquisition of Send Yojee Pty Ltd (formerly Yojee Pty Ltd) (“Send Yojee”), Yojee Limited (formerly Southern Crown Resources Ltd) (ACN 143 416 531) (“Company”) confirms:

  • (a) that the public offer of 160,498,518 shares at an issue price of $0.02 per share (“the Offer”) under the prospectus dated 19 April 2016 (“Prospectus”) closed on 9 May 2016, and completion of the issue of all securities under the Offer;

  • (b) that the conditions precedent to the Offer as set out in the Company’s Prospectus have been satisfied;

  • (c) satisfaction of the conditions precedent to, and completion of, the share sale agreement (“Agreement”) entered into by the Company to acquire all of the issued shared capital of Send Yojee, including the issue of the following consideration securities to the vendors of Yojee in the proportions specified in the Agreement:

  • (i) 150,000,000 fully paid ordinary shares in the Company;

  • (ii) 100,000,000 unquoted options exercisable at $0.02 on or before the date that is five years from the date of issue, being 27 May 2021 (“Options”);

  • (iii) 200,000,000 performance shares in four classes (“Performance Shares”),

(together, the “Consideration Securities”);

  • (d) the issue of 22,000,000 unquoted options exercisable at $0.07 each on the date that is five (5) years from the date of issue, to executives of Send Yojee (“Executive Options”);

  • (e) the appointment of Mr Ed Clarke as Managing Directors and the resignation of Mr Adrian Hill;

  • (f) there have been no material subsequent events to alter the Company’s consolidated statement of financial position as detailed in section 8 of the Prospectus;

  • (g) there are no legal, regulatory or contractual impediments to the Company undertaking the activities the subject of the commitments disclosed in the Prospectus;

  • (h) the Company is in compliance with the ASX Listing Rules, and in particular ASX Listing Rule 3.1; and

  • (i) the following securities will be escrowed for the following periods of time:

Number of Securities Period of escrow
Fully Paid Ordinary Shares
7,500,000 24 months from the date of reinstatement to officialquotation.
142,500,000 12 months from the date of issue of the securities.
Performance Shares
2,500,000 Class A
2,500,000 Class B
2,500,000 Class C
2,500,000 Class D
24 months from the date of reinstatement to official quotation.

Yojee Limited

1

ACN 143 416 531 Suite 9, 330 Churchill Avenue, Subiaco WA 6008

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47,500,000 Class A
47,500,000 Class B
47,500,000 Class C
47,500,000 Class D
12 months from the date of issue of the securities.
Options
5,000,000 Unquoted options exercisable
at$0.02 on or before 27 May2021
24 months from the date of reinstatement to official quotation.
95,000,000 Unquoted options exercisable
at$0.02 on or before 27 May2021
12 months from the date of issue of the securities.
5,000,000 Unquoted options exercisable
at $0.07 on or before 27 May 2021 and
vesting on the 20 day VWAP of shares
being equal to or in excess of $0.07 per
Share
24 months from the date of reinstatement to official quotation.
5,000,000 Unquoted options exercisable
at $0.10 on or before 27 May 2021 and
vesting on the 20 day VWAP of shares
being equal to or in excess of $0.07 per
Share
24 months from the date of reinstatement to official quotation.
5,000,000 Unquoted options exercisable
at $0.15 on or before 27 May 2021 and
vesting on the 20 day VWAP of shares
being equal to or in excess of $0.07 per
Share
24 months from the date of reinstatement to official quotation.
7,000,000 Unquoted options exercisable
at $0.20 on or before 27 May 2021 and
vesting on the 20 day VWAP of shares
being equal to or in excess of $0.07 per
Share
24 months from the date of reinstatement to official quotation.

For more information contact:

Yojee Limited

2

Yojee Limited

ACN 143 416 531 Suite 9, 330 Churchill Avenue, Subiaco WA 6008