CODEIFAI LIMITED — Capital/Financing Update 2020

Jul 30, 2020

ASX ANNOUNCEMENT ASX:YPB | 31 July 2020

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Belinda Giles Adviser ASX Listings Compliance (Perth) Level 40, Central Park 152-158 St Georges Terrace Perth WA 6000

By email

Dear Ms Giles,

RE: Response to ASX Queries on the Issue of Securities

YPB Group Limited (ASX:YPB) (“YPB” or the “Company”) refers to your letter dated 28 July 2020 (“Letter”). and provides the following information by way of background.

The Company retains EverBlu Capital Pty Ltd (“EverBlu”) as corporate adviser pursuant to a mandate dated 12 February 2019 (“Mandate”). EverBlu has acted as corporate adviser and lead manager in relation to capital raisings undertaken by the Company including those announced on 13 February 2019, 1 August 2019, 20 September 2019, 6 December 2019 and 13 July 2020.

When considering raising capital, the Board has regard to key objectives and criteria such as working capital requirements of the Company, urgency of the need for funding and timetable of the same, recent trading activity of the Company’s securities and the market sentiment generally, issuing capacity pursuant to the Listing Rules, structure of the raising and potential participants, likely take-up of any offer of securities, counter party risk and ASIC’s guidelines.

The Company collaborates and consults with its corporate adviser when identifying investors to participate in any capital raising offer. This process usually involves the corporate adviser providing a recommended allocation list for review and approval by the board of directors. The Board also consults with relevant key management personnel such the Chief Financial Officer and Company Secretary prior to formally resolving on final allocations. Where it is deemed necessary to do so, including where it is proposed to issue shares to a significant number of investors, the Company may undertake a line-by-line analysis of each proposed allocation and discuss the rationale for these allocations. This may or may not result in amendments to allocation recommendations from the corporate adviser. Once the final allocations are agreed, the Board approves the issue of new securities to those investors (“Allocation Process”). It is of note that the Company has not to date made a Capital raise relying on ASX’s Class Waiver dated 22 April 2020 which was made due to the impact of COVID-19 on the availability of Capital and this Capital Raising was not performed under that Class Waiver.

In completing the Offer, the Company applied the Allocation Process and noted that there was one proposed placee, being a Broker entity. As the Offer was of a relatively small scale and the market conditions prevailing, the Company considered it appropriate to proceed with issuing the shares to a single participant. The beneficial holder of the shares was an entity associated with EverBlu. EverBlu has confirmed that the allocation was made given the timing, and relative small size of the Offer, as well as the Company’s cash position and demand at the time of the Offer.

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Set out below are the Company’s responses against each query in the Letter.

1. The Company undertook the Allocation Process as set out above when identifying investors to participate int the Offer. The Company was provided with one recommended allocation and issued the Offer shares to that holder (i.e. 100% of the Offer shares were placed to that entity).

2. The Company undertook the Allocation Process as set out above and further responses to the Letter are below.

   • 2.1. The Company undertook the Allocation Process and had regard to the key objectives and criteria as set out above.

   • 2.2. While undertaking the Allocation Process, it was noted that the proposed Offer allocation was comprised of one holder. Based on size of the Offer, the Company considered it appropriate to accept the recommended holder.

3. 6% (six percent) in accordance with the Mandate.

4. As described above.

5. The Company confirms it is complying with the Listing Rules and, in particular, listing rule 3.1.

6. The Company confirms that the Company’s response has been authorised and approved by officers of the Company that have delegated authority from the Board to respond to ASX disclosure matters.

Regards,

Sebastian Andre Company Secretary YPB Group Limited

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28 July 2020

Reference: 20910

Mr Sebastian Andre Company Secretary YPB Group Ltd

By email: seb@smallcapcorporate.com.au

Dear Mr Andre

YPB Group Limited (‘YPB’): Queries on the issue of Securities

ASX refers to YPB’s announcement entitled “YPB Completes Placement” and its Appendix 2A, both lodged on the ASX Market Announcements Platform and released on 13 July 2020, disclosing that:

• A. YPB had completed a private placement of 75,000,000 fully paid ordinary shares to sophisticated and professional investors at an issue price of $0.002 per share to raise $150,000 (‘Offer’);

• B. EverBlu Capital Pty Ltd (‘EverBlu’) was corporate adviser and lead manager in relation to the Offer and would receive a 6% fee on the gross amount raised under the placement;

• C. the funds raised from the Offer would be used for general working capital purposes;

• D. YPB had also issued 45,000,000 shares to EverBlu in lieu of accrued corporate advisory fees at a deemed issue price of $0.002 per share; and

• E. the shares under the Offer and the Adviser Shares were issued under YPB’s Listing Rule 7.1 placement capacity without shareholder approval.

Request for information

Having regard to the above, ASX asks YPB to respond separately to each of the following questions and requests for information:

1. Please provide details of the approach YPB took to identify investors to participate in the Offer. In answering this question please indicate the number of investors who participated in the placement and the percentage of the placement securities on offer allocated to the respective investors.

2. Please explain how YPB determined the respective allocation of shares for the participants of the Offer, including:

   • 2.1 the key objectives and criteria that the entity adopted in the allocation process; and

   • 2.2 any significant exceptions or deviations from those objectives and criteria.

3. What were the fees on the gross amount raised?

4. Please describe the relationship between any participant in the placement and the lead manager for the Offer.

5. Please confirm that YPB is complying with the Listing Rules and, in particular, Listing Rule 3.1.

6. Please confirm that YPB’s responses to the questions above have been authorised and approved in accordance with its published continuous disclosure policy or otherwise by its board or an officer of YPB with delegated authority from the board to respond to ASX on disclosure matters.

ASX Customer Service Centre 131 279 | asx.com.au

ASX Limited [[Listings]]

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When and where to send your response

This request is made under Listing Rule 18.7. Your response is required as soon as reasonably possible and, in any event, by no later than 5:00 PM AWST Friday, 31 July 2020 . You should note that if the information requested by this letter is information required to be given to ASX under Listing Rule 3.1 and it does not fall within the exceptions mentioned in Listing Rule 3.1A, YPB’s obligation is to disclose the information ‘immediately’. This may require the information to be disclosed before the deadline set out in the previous paragraph and may require YPB to request a trading halt immediately.

Your response should be sent to me by e-mail at ListingsCompliancePerth@asx.com.au. It should not be sent directly to the ASX Market Announcements Office. This is to allow me to review your response to confirm that it is in a form appropriate for release to the market, before it is published on the ASX Market Announcements Platform.

Trading halt

If you are unable to respond to this letter by the time specified above, you should discuss with us whether it is appropriate to request a trading halt in YPB’s securities under Listing Rule 17.1. If you wish a trading halt, you must tell us:

• the reasons for the trading halt;

• how long you want the trading halt to last;

• the event you expect to happen that will end the trading halt;

• that you are not aware of any reason why the trading halt should not be granted; and

• any other information necessary to inform the market about the trading halt, or that we ask for.

We require the request for a trading halt to be in writing. The trading halt cannot extend past the commencement of normal trading on the second day after the day on which it is granted. You can find further information about trading halts in Guidance Note 16 Trading Halts & Voluntary Suspensions .

Suspension

If you are unable to respond to this letter by the time specified above, ASX will likely suspend trading in YPB’s securities under Listing Rule 17.3.

Listing Rules 3.1 and 3.1A

In responding to this letter, you should have regard to YPB’s obligations under Listing Rules 3.1 and 3.1A and also to Guidance Note 8 Continuous Disclosure : Listing Rules 3.1 – 3.1B. It should be noted that YPB’s obligation to disclose information under Listing Rule 3.1 is not confined to, nor is it necessarily satisfied by, answering the questions set out in this letter.

Release of correspondence between ASX and entity

We reserve the right to release a copy of this letter, your reply and any other related correspondence between us to the market under listing rule 18.7A.

2/3 ASX Customer Service Centre 131 279 | asx.com.au

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Questions

If you have any questions in relation to the above, please do not hesitate to contact me.

Yours faithfully

Belinda Giles

Adviser, Listings Compliance (Perth)

3/3 ASX Customer Service Centre 131 279 | asx.com.au