CODEIFAI LIMITED — Capital/Financing Update 2022

Nov 17, 2022

Proposed issue of securities

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Announcement Summary

Entity name

YPB GROUP LTD

Announcement Type

New announcement

Date of this announcement

18/11/2022

The Proposed issue is:

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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
New class-code to be	1,000,000 Convertible Notes with a face value of $1.00	1,000,000
confirmed

Proposed +issue date 23/12/2022

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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

68108649421

1.3 ASX issuer code

YPB

1.4 The announcement is

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New announcement

1.5 Date of this announcement

18/11/2022

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

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 23/12/2022 Actual No

Comments

Approval for the issue of the Convertible Notes will be sought at a General Meeting of the Company to be held on or around 23 December 2022.

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 No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

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

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No Yes ASX +security code +Security description New class-code to be confirmed 1,000,000 Convertible Notes with a face value of $1.00

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+Security type

+Convertible debt securities

Number of +securities proposed to be issued

1,000,000

Offer price details

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

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Yes

Yes
In what currency is the cash	What is the issue price per
consideration being paid?	+security?
AUD - Australian Dollar	AUD 1.00000

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

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Yes

+Convertible debt securities details

These securities are:	Type of security
Convertible	Convertible note or bond
+Security currency	Face value
AUD - Australian Dollar	AUD 1.0000
Interest rate type
Fixed rate
Frequency of coupon/interest	First interest payment date
payments per year
Monthly
	23/1/2023
Interest rate per annum	Is the interest rate per annum	If the interest rate per annum is
9.00000 %	estimated at this time? Yes	estimated, then what is the date for this information to be announced to
		the market (if known)
		23/12/2022

s128F of the Income Tax Assessment Act status applicable to the +security s128F exempt

Is the +security perpetual (ie. no maturity date)?

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No

Maturity date

23/12/2023

Select other features applicable to the +security Secured

Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)? No

Details of the type of +security that will be issued if the securities are converted, transformed or exchanged

YPB : ORDINARY FULLY PAID

Number of +securities that will be issued if the +securities are converted, transformed or exchanged (including, if applicable, any interest)

Subject to shareholder approval, up to 87,467,157 fully paid ordinary shares in the Company will be issued on conversion of the Convertible Notes including any applicable interest.

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.

See separate announcement lodged on 18 November 2022.

Part 7C - Timetable

7C.1 Proposed +issue date

23/12/2022

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? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

23/12/2022

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

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

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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? No 7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Not Applicable Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities

Issue of the convertible notes is to repay the amount drawn down under a Loan Facility Agreement and for working capital through the issue of convertible notes for a principal amount of A$1,000,000.

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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