CODEIFAI LIMITED — Capital/Financing Update 2022

Mar 27, 2022

Proposed issue of securities

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Announcement Summary

Entity name

YPB GROUP LTD

Announcement Type

New announcement

Date of this announcement

28/3/2022

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	Options	1,312,500,000
confirmed
New class-code to be	Options	1,312,500,000
confirmed
YPB	ORDINARY FULLY PAID	3,045,000,000

Proposed +issue date

17/5/2022

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

28/3/2022

1.6 The Proposed issue is:

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A placement or other type of issue

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Proposed issue of securities

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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 10/5/2022 Estimated No

Comments

Part 7B - Issue details

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

3,000,000,000

Offer price details

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

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Proposed issue of securities

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In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.00050

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 Yes ASX +security code +Security description New class-code to be confirmed Options +Security type Options Number of +securities proposed to be issued

1,312,500,000

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

free attaching options

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

0.00000001

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Proposed issue of securities

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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 0.0028 17/5/2024

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

1312500000

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.

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)? 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

45,000,000

Offer price details

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

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Proposed issue of securities

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Please describe the consideration being provided for the +securities

Shares to be issued to broker as part consideration for capital raising services.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 90,000.000000

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

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? Yes Yes ASX +security code +Security description New class-code to be confirmed Options

+Security type

Options

Number of +securities proposed to be issued 1,312,500,000 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

Options to be issued to broker as part consideration for capital raising services.

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Proposed issue of securities

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Proposed issue of securities
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
312,000.000000
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency Exercise price	Expiry date
AUD - Australian Dollar AUD 0.0028	17/5/2024
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 1312500000
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.
Part 7C - Timetable
7C.1 Proposed +issue date
17/5/2022
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
10/5/2022
7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
No

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Proposed issue of securities

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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 Corporate Capital Pty Ltd

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

$90,000 (6% of the total amount raised under the Convertible Note Raising). Subject to shareholder approval, the Company has also agreed to issue 1,800,000 Shares (Adviser Shares) and 52,500,000 options (Adviser Options) (post Consolidation).

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

Refer to use of funds table in announcement dated 28/03/22

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

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued

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