YOJEE LIMITED — Capital/Financing Update 2019

Dec 15, 2019

Proposed issue of securities

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Announcement Summary

Entity name

YOJEE LIMITED

Announcement Type

New announcement

Date of this announcement

Monday December 16, 2019

The Proposed issue is:

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An offer of securities under a securities purchase plan A placement or other type of issue

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

Maximum Number of ASX +Security Code +Security Description +securities to be issued YOJ ORDINARY FULLY PAID 40,000,000

Record Date

Friday December 13, 2019

Closing Date

Tuesday January 28, 2020

Issue Date

Thursday February 6, 2020

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +Security Code	+Security Description	+securities to be issued
YOJ	ORDINARY FULLY PAID	70,000,000

Proposed issue date

Monday December 23, 2019

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

YOJEE LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ABN

Registration Number

52143416531

1.3 ASX issuer code

YOJ

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Monday December 16, 2019

1.6 The Proposed issue is:

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An offer of securities under a securities purchase plan A placement or other type of issue

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 - Are any of the below approvals required for the offer of securities under a securities purchase plan issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval

Another approval/condition external to the entity required to be given/met for the offer of securities under a securities purchase plan issue

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No

Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +Security Code and Description

YOJ : ORDINARY FULLY PAID

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +Security Code and Description

YOJ : ORDINARY FULLY PAID

Maximum Number of +securities proposed to be issued 40,000,000

Minimum Number of +securities Maximum Number of proposed to be offered to each +securities proposed to be individual +security holder offered to each individual +security holder 40,000 600,000

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Minimum subscription $ Maximum subscription $ amount proposed to be offered amount proposed to be offered to each individual security to each individual security holder holder AUD 2,000 AUD 30,000

Purpose of the issue

General working capital for the Company.

Offer price details for retail security holders

Issue Currency Offer Price per +security Estimated or Actual? Actual AUD - Australian Dollar AUD 0.05000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Oversubscription & Scale back details

May a scale back be applied to this event? No

Part 4C - Timetable

4C.1 Announcement of Security Purchase Plan

Tuesday December 17, 2019

4C.2 Record Date

Friday December 13, 2019

4C.3 Date on which offer documents will be made available to investors

Thursday December 19, 2019

4C.4 Offer Open Date Thursday December 19, 2019

4C.5 Closing Date

Tuesday January 28, 2020

4C.6 Announcement of results

Friday January 31, 2020

4C.7 Issue Date

Thursday February 6, 2020

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Part 4D - Listing Rule requirements

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• 4D.1 Does the offer under the +securities purchase plan meet the requirements of listing rule 7.2 exception 5 that: the number of +securities to be issued is not greater than 30% of the number of fully paid +ordinary securities already on issue; and

the issue price of the +securities is at least 80% of the +volume weighted average market price for +securities in that +class, calculated over the last 5 days on which sales in the +securities were recorded, either before the day on which the issue was announced or before the day on which the issue was made?

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Yes

Part 4E - Lead Manager/Broker & Underwriter details

4E.1 Will there be a lead manager or broker to the proposed offer? No

4E.2 Is the proposed offer to be underwritten? No

4E.3 Will brokers who lodge acceptances on behalf of investors be paid a handling fee or commission? No

4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Currently, there is no underwriting arrangement and fee structure.

Part 4F - Further Information

• 4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

• 4F.2 Countries in which the entity has security holders who will not be eligible to accept the proposed offer N/A

4F.3 URL on the entity's website where investors can download information about the proposed offer https://yojee.com/company/investors/ 4F.4 Any other information the entity wishes to provide about the proposed offer N/A

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the below approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval

• Another approval/condition external to the entity required to be given/met for the placement or other type of issue

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No

Part 7B - Issue details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +Security Code and Description

YOJ : ORDINARY FULLY PAID

Maximum Number of +securities proposed to be issued

70,000,000

Purpose of the issue

To further build out Asia Pacific and international marketplaces, increase leadership in the Company¿s industry-leading smart technologies such as artificial intelligence and logistics network interconnectivity as well as expand sales presence to capitalise on opportunities and fast track customer adoption & transaction volumes as well as for administration and general working capital purposes.

Offer price details for retail security holders

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Issue Currency Offer Price or consideration per Estimated or Actual? +security Actual AUD - Australian Dollar AUD 0.05000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Oversubscription & Scale back details May a scale back be applied to this event? No

Part 7C - Timetable

7C.1 Proposed issue date

Monday December 23, 2019

Part 7D - Listing Rule requirements

7D.1 Are any of the +securities proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1a How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1? 110,000,000

7D.2 Are any of the +securities proposed to be issued without security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.3 Is a party referred to in listing rule 10.11.1 participating in the proposed issue? No

7D.4 Will any of the +securities to be issued be +restricted securities for the purposes of the Listing Rules? No

7D.5 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Lead Manager/Broker & Underwriter details

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7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Blue Ocean Equities Pty Ltd and Foster Stockbroking Pty Ltd.

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

A management fee equivalent to 3% of the proceeds raised under the Offer.

A selling fee equivalent to 2% of the proceeds raised under the offer.

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

The joint lead managers will split the total management fees and selling fees earned and split the 5,000,000 Options with a 3 year expiry at an exercise price 50% above the Offer price.

Part 7F - Further Information

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

N/A

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