YOJEE LIMITED — Capital/Financing Update 2020

Jan 9, 2020

Proposed issue of securities

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Announcement Summary

Entity name

YOJEE LIMITED

Announcement Type

New announcement

Date of this announcement

Friday January 10, 2020

The Proposed issue is:

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An offer of securities under a securities purchase plan

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

Wednesday January 29, 2020

Issue Date

Friday February 7, 2020

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

Registration Number

ABN 52143416531

1.3 ASX issuer code

YOJ

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Friday January 10, 2020

1.6 The Proposed issue is:

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An offer of securities under a securities purchase plan

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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

Proceeds from SPP and completed Placement will be used to build on Asia Pacific and international marketplaces, increase leadership in leading smart technologies such as artificial intelligence, logistics network interconnectivity and expand geographical sales presence to capitalise on opportunities and fast track customer adoption & transaction volumes as well as for administration and general working capital.

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

Friday January 10, 2020

4C.2 Record Date

Friday December 13, 2019

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

Monday January 13, 2020

4C.4 Offer Open Date

Monday January 13, 2020

4C.5 Closing Date

Wednesday January 29, 2020

4C.6 Announcement of results

Monday February 3, 2020

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4C.7 Issue Date

Friday February 7, 2020

Part 4D - Listing Rule requirements

• 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? Yes

4E.2a Who are the underwriter(s)?

Euroz Securities Limited (Euroz). Euroz has appointed Tiga Trading Pty Ltd (Tiga) as sub-underwriter to the SPP.

4E.2b What is the extent of the underwriting (ie the amount or proportion of the issue that is underwritten)? $2 million

4E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

A cash underwriting fee of 4% of the underwritten amount (being $80,000) is payable to Euroz (or its nominee(s)) by Yojee and a further underwriting fee of 10 million unlisted options to acquire Shares in the capital of the Company (Options), each exercisable at $0.075 with an expiry date of 18 months from their issue date (Option Fee) will be issued to Euroz (or its nominee). As part of the sub-underwriting arrangements, Euroz will pay 50% of its cash underwriting fee (being $40,000) and direct the issue of all of the Options, to Tiga Trading Pty Ltd (Tiga), a wholly owned subsidiary of Thorney Investment Group Australia Pty Ltd, or its nominee(s), as payment for Tiga as sub-underwriting services.

4E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

The underwriting agreement contains customary conditions, warranties and undertakings and is subject to termination events which include the S&P ASX 200 Index is at any time after the date of the underwriting agreement (being 10 January 2020), 10% or more below its respective level as at the close of business on the business day prior to the date of the agreement (9 January 2020), market conditions and other customary termination events for an agreement of this nature.

4E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

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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 None 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 SWITZERLAND, FRANCE, UNITED KINGDOM, HONG KONG, IRELAND, LITHUANIA, MALAYSIA, SINGAPORE, UNITED STATES OF AMERICA, SOUTH AFRICA 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 None

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