YOJEE LIMITED — Capital/Financing Update 2018

Jun 13, 2018

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 be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, 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)	Not applicable - Fully Paid Ordinary Shares (“FPO”) and Unquoted Options to be released from escrow on 14 June 2018.
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

Appendix 3B New issue announcement

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 6d Number of+securities issued with security holder approval under rule 7.1A	Not applicable
	Not applicable
	Not applicable - Fully Paid Ordinary Shares (“FPO”) and Unquoted Options to be released from escrow on 14 June 2018.
	Not applicable
	At the Company’s Annual General Meeting held on 30 November 2017.
	Nil
	Nil

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B New issue announcement

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) 9 Number and +class of all +securities not quoted on ASX (_including the +securities in section 2 if applicable)		Not applicable	Not applicable	Not applicable
		Not applicable
		Not applicable
		Not applicable
		Remaining Issue Capacity under Rule 7.1 115,116,000 Shares Remaining Issue Capacity under Rule 7.1A 76,744,000 Shares
		On or about 14 June 2018
		Number	+Class
		767,440,000		Fully Paid Ordinary Shares
	Number			+Class
	17,000,000 22,000,0001			Unquoted Options exercisable at $0.02 each on or before 27 May 2021 Unquoted Options exercisable at $0.07 each on or before 27 May2021.

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

Appendix 3B New issue announcement

11,000,000[1 ] Unquoted Options exercisable at $0.07 each on or before 9 June 2020 17,500,000[2 ] Unquoted Options exercisable at $0.20 each on or before 29 December 2020 9,000,000[3 ] Unquoted Performance Rights

• 1 Vesting conditions in relation all 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 a Not applicable trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

==> picture [400 x 288] intentionally omitted <==

----- Start of picture text -----

11 Is security holder approval N/A
required?
12 Is the issue renounceable or non- N/A
renounceable?
13 Ratio in which the [+] securities will N/A
be offered
14 +Class of +securities to which the N/A
offer relates
15 +Record date to determine N/A
entitlements
16 Will holdings on different registers N/A
(or subregisters) be aggregated for
calculating entitlements?
17 Policy for deciding entitlements in N/A
relation to fractions
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

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 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?	N/A
	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.

Appendix 3B Page 5

04/03/2013

Appendix 3B New issue announcement

31 How do security holders sell part of their entitlements through a broker and accept for the balance?

N/A

32 How do security holders dispose of their entitlements (except by sale through a broker)?

N/A

33 +Issue date

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 on exercise of the unquoted options which had an exercise price of $0.02 and expiry of 27 May 2021.

(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)

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

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of[+] securities for which 7,500,000 +quotation is sought 39 +Class of +securities for which Fully Paid Ordinary Shares quotation is sought 40 Do the[+] securities rank equally in all Yes 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

41 Reason for request for quotation Application for quotation of fully paid ordinary shares now following release from escrow of securities on 14 June 2018. Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security)

==> picture [407 x 86] intentionally omitted <==

----- Start of picture text -----

Number +Class
42 Number and [+] class of all [+] securities 767,440,000 Fully Paid Ordinary
quoted on ASX ( including the Shares
+securities in clause 38)
----- End of picture text -----

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.

• See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

Appendix 3B New issue announcement

• 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.

• 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: ............................................................ Date: …14 June 2018….. (Company secretary)

Print name: ....Sonu Cheema................................

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Appendix 3B New issue announcement

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

==> picture [415 x 403] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid [+] ordinary
431,250,000
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities 8,750,000 (Placement Securities- Jun 17)
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
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

Appendix 3B New issue announcement

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

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
“C”	115,116,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15	115,116,000
Note: number must be same as shown in
Step 2

placement capacity under rule 7.1
“A” x 0.15	115,116,000
Note: number must be same as shown in
Step 2
Subtract“C”	-
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	115,166,000
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

Appendix 3B New issue announcement

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 Nil or agreed to be issued in that 12 month period under rule 7.1A

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.

Appendix 3B Page 11

04/03/2013

Appendix 3B New issue announcement

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.

Appendix 3B Page 12

04/03/2013

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity	Yojee Limited
ABN	52 143 416 531

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Shannon Robinson
Date of last notice	9 November 2017

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct and Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	- Shannon Robinson (Direct) - Berger Investment Fund Pty Ltd Investment Fund A/C> (Indirect)
Date of change	14 June 2018
No. of securities held prior to change	- 17,500,000 Fully Paid Ordinary Shares - 5,000,000 Unlisted Options (Exercisable at $0.02 on or before 27 May 2021) - 200,000 Fully Paid Ordinary Shares held in the name of Berger Investment Fund Pty Ltd
Class	Fully Paid Ordinary Shares Unlisted Options($0.02;27 May2021)
Number acquired	-
Number disposed	-
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	-

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

• No. of securities held after change 7,500,000 Fully Paid Ordinary Shares - 5,000,000 Unlisted Options (Exercisable at $0.02 on or before 27 May 2021) held in the name of Berger Investment Fund Pty Ltd - 10,200,000 Fully Paid Ordinary Shares held in the name of Berger Investment Fund Pty Ltd Nature of change Off-market transfer Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buyback

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	13 June 2018

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 3