YOJEE LIMITED — Capital/Financing Update 2018

Jul 22, 2018

23 July 2018

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CLEANSING NOTICE UNDER SECTION 708A THE CORPORATIONS ACT 2001 (CTH)

Yojee Limited ( Yojee or the Company ) ( ASX: YOJ ) advises that it has issued 80,000,000 placement shares at an issue price of $0.10 per share to raise $8,000,000 (before costs) and 26,666,644 one for three free attaching unquoted options exercisable at $0.15 on or before 23 January 2020 to institutional and sophisticated investors. An Appendix 3B is attached with respect to the new securities issued.

The Company gives this Notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the “Corporations Act”). The placement shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act.

As at the date of this Notice, the Company has complied with:

• ➢ the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and ➢ section 674 of the Corporations Act.

As at the date of this Notice, there is no excluded information for the purposes of section 708A(7) and 708A(8) of the Corporations Act that is reasonable for investors and their professional advisers to expect to find in a disclosure document.

-ENDS-

For Investor Enquiries, please contact: investor@yojee.com

About Yojee Limited (ASX: YOJ) , a new, future ready platform technology company developing powerful logistics and supply chain management capabilities via its world-class blockchain secured software and expansive partner network across South East Asia and Australia.

www.yojee.com

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Suite 9, 330 Churchill Avenue, Subiaco WA 6008 Ι PO Box 866, Subiaco WA 6904 P + 61 8 6489 1600 Ι F + 61 8 6489 1601 Ι ABN 52 143 416 531

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Yojee Limited

ABN

52 143 416 531

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to 1) Fully paid ordinary shares ( FPO ) be issued 2) Unquoted options 2 Number of[+] securities issued or 1) 80,000,000 FPO. to be issued (if known) or 2) 26,666,644 Unquoted options. maximum number which may be issued 3 Principal terms of the 1) FPO. +securities (e.g. if options, 2) Unquoted options - exercisable at $0.15 on or before 23 January 2020. exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

Appendix 3B Page 1

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4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1	1) Yes, rank equally with existing quoted shares. 2) Not applicable.
	1) $0.10 per FPO (for total consideration of $8,000,000 (before costs)). 2) Nil. Free attaching unquoted options issued on a one for three basis to FPO in section 2 above.
	Proceeds from this capital raising will be used to further build out Asia Pacific marketplaces, increase leadership in the Company’s industry leading smart technologies such as artificial intelligence, blockchain, and logistics network interconnectivity as well as expand geographical sales presence to capitalise on opportunities and fast track customer adoption and transaction volumes.
	Yes
	At the Company’s Annual General Meeting held on 30 November 2017.
	1) 80,000,000 FPO. 2) 26,666,644 Unquoted options.

• See chapter 19 for defined terms.

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6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)		Nil	Nil
		Nil
		Nil
		Not applicable
		Not applicable
		Remaining Issue Capacity under Rule 7.1 8,449,356 Shares Remaining Issue Capacity under Rule 7.1A 76,744,000 Shares
		76,744,000 Shares
		23 July 2018
		Number	+Class
		847,440,000	Fully Paid Ordinary Shares

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	26,666,644 17,000,000 22,000,0001 11,000,0001 17,500,0002 9,000,0003	Unquoted Options exercisable at $0.15 each on or before 23 January 2020 Unquoted Options exercisable at $0.02 each on or before 27 May 2021 Unquoted Options exercisable at $0.07 each on or before 27 May 2021. Unquoted Options exercisable at $0.07 each on or before 9 June 2020 Unquoted Options exercisable at $0.20 each on or before 29 December 2020 Unquoted Performance Rights

• 1 Vesting conditions in relation to these Classes of Options were satisfied in March 2017 and in October 2017.

• 2 2,500,000 Class A Options: The Class A Options vest on the date that the 20 day VWAP of Shares is equal to or in excess of $0.25 per Share and Mr Marinko is a Director on such date;

• 2,500,000 Class B Options: The Class B Options vest on the date that the 20 day VWAP of Shares is equal to or in excess of $0.30 per Share and Mr Marinko is a Director on such date;

• 2,500,000 Class C Options: The Class C Options vest on the date that the 20 day VWAP of Shares is equal to or in excess of $0.35 per Share and Mr Marinko is a Director on such date;

• 2,500,000 Class D Options: The Class D Options vest on the date that the 20 day VWAP of Shares is equal to or in excess of $0.40 per Share and Mr Marinko is a Director on such date; and

• 7,500,000 Class E Options: The Class E Options vest on the date that the 20 day VWAP of Shares is equal to or in excess of $0.50 per Share and Mr Marinko is a Director on such date.

• 3 Unquoted Incentive Performance Rights each converting to one (1) fully paid ordinary share with 4,500,000 vesting on 1 January 2020 and 4,500,000 vesting on 1 January 2021 subject to continuing to be an eligible employee. These Performance Rights are not subject to performance hurdles or forfeiture conditions. The Rights have been issued pursuant to shareholder approval received at the general meeting held on 26 April 2016.

10 Dividend policy (in the case of Not applicable a trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval N/A required? 12 Is the issue renounceable or nonN/A renounceable? 13 Ratio in which the[+] securities N/A will be offered 14 +Class of +securities to which the N/A offer relates

• See chapter 19 for defined terms.

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15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities ( tick one )

(a) +Securities described in Part 1

• A Quotation is requested only for the fully paid ordinary shares issued from share placement.

(b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

• See chapter 19 for defined terms.

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Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of[+] securities for which N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• See chapter 19 for defined terms.

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N/A 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security)

Number +Class 42 Number and +class of all N/A N/A +securities quoted on ASX ( including the[+] securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

  • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• See chapter 19 for defined terms.

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• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ (Company secretary)

Date: …23 July 2018…..

Print name:

....Sonu Cheema................................

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated Insert number of fully paid[+] ordinary 440,000,000 securities on issue 12 months before the + issue date or date of agreement to issue Add the following:

• Number of fully paid[+] ordinary securities issued in that 12 month period under an exception in rule 7.2 1,440,000 (Performance Rights Conversion – Aug 17)

• • Number of fully paid[+] ordinary securities 43,000,000 (Placement Securities – Aug 17)

• issued in that 12 month period with shareholder approval 200,000,000 (Performance Shares Conversion – Nov 17)

• • Number of partly paid[+] ordinary securities that became fully paid in that 64,000,000 (Options exercise – Dec 17) 12 month period 19,000,000 (Options exercise – Feb 18)

• Note: • Include only ordinary securities here – other classes of equity securities cannot be added

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• Subtract the number of fully paid[+] ordinary Nil securities cancelled during that 12 month period “A” 767,440,000

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	115,116,000
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	80,000,000 FPO (Share Placement July 18) 26,666,644 (Unquoted Options free attaching to Share Placement July 18)
“C”	106,666,644
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	115,116,000
Subtract“C” Note: number must be same as shown in Step 3	106,666,644
Total[“A” x 0.15] – “C”	8,449,356 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” Note: number must be same as shown in 767,440,000 Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10

Note: this value cannot be changed Multiply “A” by 0.10 76,744,000

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Nil

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

“E” Nil

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	76,744,000
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	76,744,000 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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