YOJEE LIMITED — Capital/Financing Update 2018

Jan 3, 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 1) Fully paid ordinary shares be issued 2) Unquoted Incentive Performance Rights 3) Unquoted Options exercisable at $0.20 each on or before 29 December 2020 (Option Class A, B, C, D and E)

• 2 Number of[+] securities issued or to 1) 64,000,000 be issued (if known) or maximum 2) 5,000,000 3) 2,500,000 Class A Options

• number which may be issued 2,500,000 Class B Options 2,500,000 Class C Options 2,500,000 Class D Options 7,500,000 Class E Options

• See chapter 19 for defined terms.

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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)

1) Fully paid ordinary shares 2) Unquoted Incentive Performance Rights each converting to one (1) fully paid ordinary share with 2,500,000 vesting on 1 January 2020 and 2,500,000 vesting on 1 January 2021 subject to continuing to be an eligible employee. These Performance Rights are not subject to other performance hurdles or forfeiture conditions. The Rights have been issued pursuant to a performance rights plan approved by shareholders at the general meeting held on 26 April 2016. 3) 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; and 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; 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.

• See chapter 19 for defined terms.

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1)	Yes, rank equally with existing quoted
2)	shares. Unquoted Incentive Performance Rights each converting to one (1) fully paid ordinary share with 2,500,000 vesting on 1
	January 2020 and 2,500,000 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.
3)	No, but options may convert into fully paid
	ordinary shares.

4 Do the[+] securities rank equally in 1) Yes, rank equally with existing quoted all respects from the[+] issue date shares. 2) Unquoted Incentive Performance Rights with an existing[+] class of quoted +securities? each converting to one (1) fully paid ordinary share with 2,500,000 vesting on 1 January 2020 and 2,500,000 vesting on 1 If the additional[+] securities do not January 2021 subject to continuing to be an rank equally, please state: eligible employee. These Performance • the date from which they do Rights are not subject to performance • the extent to which they hurdles or forfeiture conditions. The Rights have been issued pursuant to shareholder participate for the next approval received at the general meeting dividend, (in the case of a trust, held on 26 April 2016. distribution) or interest 3) No, but options may convert into fully paid payment ordinary shares. • 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 1) $0.02 per share for total consideration $1,280,000 2) $0.0001 per performance right for total consideration $500 3) Nil 6 Purpose of the issue 1) Issue of shares following receipt of options (If issued as consideration for the exercise notices. acquisition of assets, clearly 2) Incentive Performance Rights issued in accordance with the Incentive Performance identify those assets) Rights Plan approved by Shareholders. 3) Options issued to Director (Jason Marinko) of Yojee Limited pursuant to shareholder approval at the annual general meeting held on 30 November 2017. 6a Is the entity an[+] eligible entity that Yes 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 At the Company’s Annual General Meeting held on resolution under rule 7.1A was 30 November 2017 passed 6c Number of +securities issued Nil without security holder approval under rule 7.1

• 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) 9 Number and +class of all		Nil	Nil	Nil
		N/A
		1) 64,000,000 – Exception 4. 2) 5,000,000 – Exception 9. 3) 17,500,000 – Exception 14.
		N/A
		N/A
		Remaining Issue Capacity under Rule 7.1 112,266,000 Shares Remaining Issue Capacity under Rule 7.1A 78,844,000 Shares
		78,844,000 Shares
		29 December 2017
		Number	+Class
		740,940,000		Fully Paid Ordinary Shares
	Number			+Class
	7,500,000			FullyPaid OrdinaryShares

• See chapter 19 for defined terms.

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+securities not quoted on ASX (including the +securities in section 2 if applicable)	36,000,000 22,000,0001 11,000,0001 17,500,0002 5,000,0003	classified as restricted securities. Unquoted Options exercisable at $0.02 each on or before 27 May 2021 of which 5,000,000 Unquoted Options are classified as restricted securities 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 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 2,500,000 vesting on 1 January 2020 and 2,500,000 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

• 11 Is security holder approval N/A required?

• 12 Is the issue renounceable or nonN/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

• See chapter 19 for defined terms.

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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 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)	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.

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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

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 1A

• 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

• See chapter 19 for defined terms.

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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 all N/A 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 N/A 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[+] securities N/A N/A 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.

• See chapter 19 for defined terms.

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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.

• 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: …3 January 2018….. (Company secretary) 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 375,000,000

• securities on issue 12 months before the + issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities 56,250,000 (Placement Securities- May 17) issued in that 12 month period under an exception in rule 7.2 8,750,000 (Placement Securities- Jun 17)

• • Number of fully paid[+] ordinary securities 1,440,000 (Performance Rights Conversion – Aug 17)

• issued in that 12 month period with shareholder approval 43,000,000 (Placement Securities – Aug 17)

• • Number of partly paid[+] ordinary 200,000,000 (Performance Shares Conversion – securities that became fully paid in that Nov 17) 12 month period 64,000,000 (Options exercise – Dec 17)

• 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” 748,440,000

• 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	112,266,000
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
“C”	112,266,000
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	112,266,000
Subtract“C” Note: number must be same as shown in Step 3	-
Total[“A” x 0.15] – “C”	112,266,000 [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 748,440,000 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 74,844,000

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	74,844,000
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	74,844,000 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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