CODEIFAI LIMITED — Capital/Financing Update 2014

Dec 23, 2014

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

YPB GROUP LTD

ABN 68 108 649 421

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	Options to subscribe for fully paid ordinary
	to be issued	shares.
	Number of ^securities issued or	27,230,420
	to be issued (if known) or
	maximum number which may
	be issued
	Principal terms of the	Exercise price: A$0.20 each
	"^securities (e.g. if options,
	exercise price and expiry date; if partly paid "^securities, the	Expiry date: 31 October 2017
	amount outstanding and due
	dates for payment; if
	•^convertible securities, the
	conversion price and dates for
	conversion)

• See chapter 19 for defined terms.

04/03/2013 Legal/43418854_3

Appendix 3B Page 1

Appendix 3B New issue announcement

	Do the ^securities rank equally	No options are quoted at this time.	No options are quoted at this time.
	in all respects from the ""issue
	date with an existing ""class of quoted ""securities?	Any ordinary shares issued pursuant to the valid exercise of each option will rank
	If the additional ""securities do	equally with the existing ordinary shares
	not rank equally, please state:	then on issue.
	• 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
	Issue price or consideration	A$0.01 per option.
	Purpose of the issue	To strengthen the	Company's balance
	(If issued as consideration for the acquisition of assets, clearly	sheet, and to fund general working capital.
	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_
	tlie subject of this Appendix 3B,
	and comply with section 6i
6b	The date the security holder	18 November 2014.
	resolution under rule7.1Awas
	passed
6c	Number of ""securities issued	5,349,998 ordinary shares issued on 11
	without security holder approval	December 2014.
	under rule 7.1
6d	Number of ""securities issued
	with security holder approval
	under rule7.1A

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 2

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	27,230,420	options,	as	referred	to	in
	under an exception in rule 7.2	section 2 above.
6g	If ^securities issued under rule
	7.1A,was issue price at least
	75%of 15 day VWAP as
	calculated under rule7.1A.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
61	Calculate the entity's remaining	See Annexure 1.
	issue capacity under rule 7.1
	and rule 7.1 A - complete
	Annexure 1 and release to ASX
	Market Announcements
	*lssue dates	23 January	2015
	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.
		Number		^Class
	Number and *class of all	34,484,178		Ordinary shares
	•^securities quoted on ASX
	_(including_the ""securities in section 2 if applicable)	27,230,420		Options

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013 Legal/43418854_3

Appendix 3B New issue announcement

Number Class Number and class of all 74,437,500 Ordinary shares: ^securities not quoted on ASX 67,300,668 (including the ^securities in escrowed until 6 section 2 if applicable) August 2016 7,136,832 escrowed until 24 July 2015 750,000 $0.20 Options 10 Dividend policy (in the case of a Dividends are not payable on the options. trust, distribution policy) on the increased capital (interests) Any ordinary shares issued pursuant to the valid exercise of each option will rank equally with the existing ordinary shares then on issue with respect to those dividends with a record date falling after the date of issue.

Part 2 - Pro rata issue

11	Is security	holder	holder	approval
	required?
12	Is the issue		renounceable or		Non-renounceable.
	non-renounceable?
13	Ratio in which	the ^securities will			1 option for every 4 shares held on the
	be offered				Record Date set out in Section 15.
14	*Class of "^securities to which the				Options to subscribe for fully paid ordinary
	offer relates				shares.
15	"^Record date		to	determine	2 January 2015
	entitlements
16	Will holdings		on	different
	registers (or		subregisters) be
	aggregated		for	calculating
	entitlements?
17	Policy for deciding entitlements				Fractional entitlements to New Options
	in relation to fractions				under the Rights Issue will be rounded
					down to the nearest whole number.

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

18	Namesofcountriesinwhichthe	All countries other	than Australia,New
	entityhassecurity holderswho willnot besentnewoffer documents	Zealand, People's RepublicofChina, Hong Kong and Singapore.
	Note:Security holders mustbetold how their
	entitlements are to be dealtwith.
	Cross reference: rule 7.7.
19	Closing dateforreceiptof	16 January 2015.
	acceptancesorrenunciations
20	Namesofany underwriters	N/A.
21	Amountof anyunderwritingfee	N/A.
	or commission
22	Namesof anybrokersto the
	issue
23	Fee orcommission payableto	N/A.
	the broker to the issue
24	Amountof anyhandlingfee
	payabletobrokerswholodge
	acceptancesorrenunciationson
	behalfofsecurity holders
25	If theissueiscontingenton	N/A.
	security holders' approval,the
	dateofthe meeting
26	Date entitlement and	7 January 2015.
	acceptance form andoffer
	documents willbesentto
	persons entitled
27	If theentityhasissued options,	24 December 2014.
	andtheterms entitle option
	holders to participate on
	exercise,thedateonwhich
	notices willbesenttooption
	holders
28	Date rights trading will begin(if	N/A.
	applicable)
29	Date rights trading willend (if	N/A.
	applicable)

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013 Legal/43418854_3

Appendix 3B New issue announcement

30 How do security holders sell N/A. their entitlements in full through a broker? 31 How do security holders sell part N/A. of their entitlements through a broker and accept for the balance? 32 How do security holders dispose N/A. of their entitlements (except by sale through a broker)? 33 •^issue date 23 January 2015

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

• (b) All other •^securities D

Example: restricted securities at the end of ttie escrowed period, partly paid securities tliat 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 I I 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 ^quotation is sought

• 39 •"Class of ^securities for which quotation is sought

• 40 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

• 41 Reason for request for quotation 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 N/A. ""securities quoted on ASX {including the ""securities in clause 38)

• See chapter 19 for defined terms.

04/03/2013 Legal/43418854_3

Appendix 3B Page 7

Appendix 3B New issue announcement

Quotation agreement

• 1 "^Quotation of our additional "-securities is in ASX's absolute discretion. ASX may quote the ^securities on any conditions it decides.

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 tlie 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.

• 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.

• 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 docun^ts. We warrant that they are (will be) true and complete.

==> picture [383 x 37] intentionally omitted <==

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

24/12/2014
Sign here: '. ! '. Date:
(Director/Company secretary)
----- End of picture text -----

Robert Whitton

Print name:

• 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 7.1 A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Parti

Rule 7.1 - Issues exceeding 15% of capital

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

==> picture [265 x 388] intentionally omitted <==

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

Insert number of fully paid "^ordinary 64,060,733
securities on issue 12 months before the
issue date or date of agreement to issue
iAdd the following: 121,253,822
• Number of fully paid ""ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid '"ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid ""ordinary
securities that became fully paid in that
12 month period
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 81,742,875
securities cancelled during that 12 month
period
"A" 103,571,680
----- End of picture text -----*

• See chapter 19 for defined terms.

04/03/2013 Legal/43418854_3

Appendix 3B Page 9

Appendix 3B New issue announcement

Step 2: Calculate 15% of "A"

==> picture [368 x 58] intentionally omitted <==

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

"B" 0.15
[Note: this value cannot be changed]
Mu/fip/y"A" by 0.15 15,535,902
----- End of picture text -----

Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used

Insert number of ^equity securities issued 5,349,998 or agreed to be issued in that 12 month period not counting those issued:

• Under an exception in rule 7.2

==> picture [251 x 189] intentionally omitted <==

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

• Under rule 7.1 A
• 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" 5,349,998
----- End of picture text -----

Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1

"A" X 0.15 15,535,902 Note: number must be same as shown in Step 2 Subtract 'C 5,349,998 Note: number must be same as shown in Step 3 rote/["A" X 0.1 5]-"C" 10,185,904 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 10

Appendix 3B New Issue announcement

Part 2

Rule 7.1 A - Additional placement capacity for eligible entities

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

==> picture [364 x 144] intentionally omitted <==

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

"A" 103,571,680
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of "A"
"D" 0.10
Note: this value cannot be changed
Mu/f/p/y "A" by 0.10 10,357,268
----- End of picture text -----

Step 3: Calculate "E", the amount of placement capacity under rule 7.1 A that has already been used

• Insert number of ^equity securities issued NIL or agreed to be issued in tliat 12 month period under rule 7.1 A 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 Legal/43418854_3

Appendix 3B New issue announcement

Step 4: Subtract "E" from ["A" x "D"] to calculate	Step 4: Subtract "E" from ["A" x "D"] to calculate	remaining
placement capacity under rule 7.1 A
"A"X0.10	10,357,268
Note: number must be same as shown in
Step 2
Subtract"E"	NIL
Note: number must be same as shown in
Step 3
Total["A" xOAO]-"E"	10,357,268
	Note: this is the remaining placement
	capacity under rule	7.1A

+ See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 12