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CODEIFAI LIMITED — Board/Management Information 2025
Jul 22, 2025
64630_rns_2025-07-22_659de794-0687-493b-b0ea-07723ece7cda.pdf
Board/Management Information
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ASX ANNOUNCEMENT
ASX: CDE|23rd July 2025
FORMER NVIDIA A.I. PIONEER APPOINTED TO ADVISORY PANEL
July 23, 2025 – Codeifai Limited (ASX: CDE) an emerging disruptor in the AI, quantum-computing, and QR code space , is pleased to announce that Mr Rafael Possas, former AI & Machine Learning specialist at Nvidia Corporation (NVDA.NAS), has joined the Company as a member of the recently formed strategic advisory panel announced on July 3[rd] 2025 and linked here.
The appointment comes at a pivotal time for Codeifai, as it nears completion of its acquisition of AntennaTransfer.io, a QuantumAI Secure platform. QuantumAI Secure is a revolutionary AI-driven quantum-secured platform enabling highly secure payments, file transfers & end-to-end communications.
Rafael Possas – Nvidia Inc, Artificial Intelligence
Rafael Possas ( Ph.D, Machine Learning and Robotics, USYD ) is a pioneer in applied AI Machine Learning who helped develop Amazon’s Alexa system.
Mr Possas has deep experience in robotics, cloud-based machine-learning solutions, and conversational AI.
At NVIDIA, he advanced robotic simulation and model deployment, contributing to published research and improving system reliability through robust engineering practices.
As Principal Data Scientist at Intellify (Amazon Web Services partner) Mr Possas led high-impact Machine Learning projects for clients like British American Tobacco and Vodafone, mentoring teams and helping the company earn AWS Partner of the Year.
Mr Possas is now Principal Machine Learning Engineer at Canva , where he is focused on developing intelligent conversational experiences that enhance user engagement.
Mr Possas’ unique experience and skillset will be an invaluable asset to Codeifai as it progresses its strategic shift towards AI and quantum security, and seeks to commercialise the QuantumAI Secure platform into new markets across a wide user base.
Codeifai’s Strategic Advisory Panel now features four highly skilled industry experts from some of the most transformative companies in technology: Nvidia , OpenAI, Google, WhatsApp and Binance :
Rafael Possas – Nvidia, AI Machine Learning
Toni Timonen – OpenAI, Member of Technical Team
Helen Chen – WhatsApp Inc, Head of Product Strategy
Marcel Thiess – Binance, Country Lead (Germany, Austria, Switzerland)
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Level 5 126 Phillip Street SYDNEY NSW 2000
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Codeifai Limited codeifai.com
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These distinguished advisory panel members bring decades of collective experience and commercialisation success across fintech, AI research, blockchain & cryptocurrency innovation, quantum computing, and global-scale messaging systems.
Their decision to join Codeifai’s panel serves as a strong endorsement of the significant market opportunity and the urgency for secure, quantum-resilient solutions.
Strategic Vision and Growth
Codeifai is initiating a multi-phase roadmap that includes:
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Quantum-AI Fusion : Combining the predictive power of AI with the security of quantum systems to create intelligent, adaptive platforms.
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Product Expansion : Launching a new suite of AI-driven, quantum-secure products for finance, identity verification, and smart contracts.
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Partnership Development : Forming strategic alliances with institutions and research labs focused on emerging technologies.
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Complementary Acquisitions : Identifying and acquiring synergistic startups that align with Codeifai’s long-term mission.
The Advisory Board will work closely with the executive team to oversee the integration of the new platform, ensure agile go-to-market execution, and guide the company through this exciting growth phase.
Remuneration
Subject to future shareholder approval, Mr Possas will be awarded 800,000 options (vesting on his 6 month employment anniversary at the Company):
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200,000 options exercisable at $0.15, expiring 12 months from issue
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200,000 options exercisable at $0.20, expiring 12 months from issue
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200,000 options exercisable at $0.25, expiring 12 months from issue
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200,000 options exercisable at $0.30, expiring 12 months from issue
Option terms are detailed below.
About Codeifai Limited
Founded in Australia, Codeifai Limited is a forward-thinking technology company at the intersection of Artificial Intelligence, Quantum Computing, and cybersecurity. Through visionary leadership and strategic innovation, Codeifai is building intelligent infrastructure for the future—where privacy, scalability, and performance converge to empower a new digital economy.
This announcement has been authorised by the Board of Codeifai Limited.
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Level 5 Codeifai Limited 126 Phillip Street SYDNEY NSW 2000 codeifai.com
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Ends.
For further information please contact:
CDE investor enquiries
[email protected]
About Codeifai Limited
Codeifai Limited (ASX: CDE) is listed on the Australian Stock Exchange and has developed and sells of a suite of physical, digital and AI-based Brand Solutions with a vast range of applications. Our solutions allow Brands to Connect Deeper, Faster, Smarter with their consumers.
Codeifai’s digital Brand Solutions provide a code for everybody and everything.
Terms of options
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(a) Each Option will entitle the holder ( Optionholder ) to subscribe for one fully paid ordinary share ( Share ) in Codeifai Limited ( Company or CDE ) (subject to possible adjustments referred to in paragraphs (j), (k) and (l) below).
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(b) Each Option is exercisable at any time before 5:00pm Australian Central Standard Time (ACST) being 12 months from the date of issue and in any case no later than 3 July 2026 ( Expiry Date ).
Options not exercised by that time will lapse.
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(c) The exercise price of each Option is variable as detailed below ( Exercise Price ), vesting on the granting of the shareholder approval at an upcoming EGM:
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200,000 options exercisable at $0.15, expiring 12 months from issue
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200,000 options exercisable at $0.20, expiring 12 months from issue
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200,000 options exercisable at $0.25, expiring 12 months from issue
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200,000 options exercisable at $0.30, expiring 12 months from issue
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(d) Options are exercisable by completing and delivering an Exercise Notice to the Company, delivered to the registered address of the Company and accompanied by the full payment of the Exercise Price in cleared funds.
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(e) Some or all the Options may be exercised at any one time or times prior to the Expiry. Options must be exercised in respect of a minimum of 100,000 Options except where an Option holder holds less than 100,000 Options, in which case all options held by that Option holder must be exercised.
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(f) Shares issued pursuant to the exercise of any of the Options will rank in all respects on equal terms with the existing Shares in the Company at that time.
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(g) The Company will not seek to have the Options admitted to the official list of ASX and the Options will not be listed on ASX. If the Company is still admitted to the ASX’s official list at the
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Level 5 Codeifai Limited 126 Phillip Street SYDNEY NSW 2000 codeifai.com
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time of exercise, the Company will make application for new Shares allotted on exercise of the Options to be admitted to the official list of entities maintained by ASX.
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(h) Each Option will not be freely transferable at any time before the Expiry Date.
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(i) Options will not entitle the Optionholder to participate in any new issue of securities by the Company unless the Option has been duly exercised prior to the relevant record date.
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(j) If, prior to the Expiry Date of the Options, there is a bonus issue to the holders of Shares:
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(i) the number of Shares over which the Option is exercisable will be increased by the number of Shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue; and
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(ii) no change will be made to the Exercise Price.
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(k) If, prior to the Expiry Date the issued capital of the Company is reorganised, the rights of the Optionholder may be varied to comply with the Corporations Act and ASX Listing Rules which apply at the time of the reconstruction.
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(l) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to holders of Shares after the date of issue of the Options, then the Exercise Price of the Options will be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.
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Codeifai Limited
Level 5 126 Phillip Street SYDNEY NSW 2000
codeifai.com