CODEIFAI LIMITED — Capital/Financing Update 2020

Oct 20, 2020

Proposed issue of securities

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Announcement Summary

Entity name YPB GROUP LTD

Announcement Type

New announcement

Date of this announcement

Wednesday October 21, 2020

The Proposed issue is: A placement or other type of issue

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
n/a	Options exercisable at $0.005 each expiring 12 months from	1,272,084,826
	the date of issue
n/a	Options exercisable at $0.005 each expiring 12 months from	276,923,077
	the date of issue
YPB	ORDINARY FULLY PAID	1,371,777,135
Proposed +issue date
Wednesday October 21, 2020

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

YPB GROUP LTD

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

ACN

Registration Number

108649421

1.3 ASX issuer code

YPB

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Wednesday October 21, 2020

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

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7A.1 - Are any of the following 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
Yes
7A.1a Conditions
Approval/Condition Date for determination Is the date estimated or ** Approval
actual? received/condition met?
+Security holder approval Monday November 30, 2020
Estimated No
Comments
1,060,070,671 fully paid ordinary shares (Shares) to be issued in accordance with shareholder approval obtained on 22
July 2020.
212,014,155 Shares to be issued under LR 7.1A capacity.
1,272,084,826 free attaching placement options to be issued subject to shareholder approval.
99,692,309 Shares and 276,923,077 options to be issued to as a fee for the placement.
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Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional Yes securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description YPB : ORDINARY FULLY PAID

Number of +securities proposed to be issued

1,272,084,826

Offer price details

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Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.00283

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

Attaching +Security

Is the proposed attaching 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)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Yes No ASX +security code +Security description New class-code to be confirmed Options exercisable at $0.005 each expiring 12 months from the date of issue

+Security type

Options

Number of +securities proposed to be issued

1,272,084,826

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Nil. Free attaching options under the Placement announced 21/10/2020

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Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.0050

Details of the type of +security that will be issued if the option is exercised

YPB : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

1272084826

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Announcement dated 21/10/2020. The Company will provide a notice of meeting including the terms of the Options in due course.

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? Yes

Details of +securities proposed to be issued

ASX +security code and description

YPB : ORDINARY FULLY PAID

Number of +securities proposed to be issued

99,692,309

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

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Please describe the consideration being provided for the +securities

Nil. Shares are being issued as a fee for the Placement.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

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

Attaching +Security

Is the proposed attaching 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)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Yes No ASX +security code +Security description New class-code to be confirmed Options exercisable at $0.005 each expiring 12 months from the date of issue

+Security type

Options

Number of +securities proposed to be issued

276,923,077

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Nil. Shares and Options are being issued as a fee to the corporate advise and lead manager for the Placement.

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Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.0050

Details of the type of +security that will be issued if the option is exercised

YPB : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

276923077

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Announcement dated 21/10/2020. The Company will provide a notice of meeting including the terms of the Options in due course.

Part 7C - Timetable

7C.1 Proposed +issue date

Wednesday October 21, 2020

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b 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? No

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7D.1c 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)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

212,014,155 Shares

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

Refer to announcement dated 21 October 2020

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

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

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

EverBlu Capital Pty Ltd

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

EverBlu Capital Pty Ltd will receive a 6% fee on the gross amount raised under the Placement as well as 99,692,309 Shares and 276,923,077 Options subject to the Company obtaining shareholder approval as set out in this form and the announcement dated 21/10/2020.

7E.2 Is the proposed issue to be underwritten?

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No

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

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Capital raising and fees for the same

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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

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