CODEIFAI LIMITED — Capital/Financing Update 2023

Mar 26, 2023

Proposed issue of securities

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Update Summary

Entity name

YPB GROUP LTD

Announcement Type

Update to previous announcement

Date of this announcement

27/3/2023

Reason for update to a previous announcement

Amendment to number of free- attaching unquoted options to be issued pursant to the recent placement to sophisicated and professional investors. Please see announcement dated 21 March 2023.

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 Registration Number ABN 68108649421

1.3 ASX issuer code

YPB

1.4 The announcement is

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Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

Amendment to number of free- attaching unquoted options to be issued pursant to the recent placement to sophisicated and professional investors. Please see announcement dated 21 March 2023.

1.4b Date of previous announcement to this update

20/3/2023

1.5 Date of this announcement

27/3/2023

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 12/5/2023 Estimated No

Comments

A General Meeting of the Company will be held on or around 12 May 2023 to approve the issue of securities the subject of this Appendix 3B.

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

247,747,747

Offer price details

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

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Yes

In what currency is the cash

What is the issue price per

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consideration being paid? AUD - Australian Dollar

+security? AUD 0.00444

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 Quoted option with exercise price of $0.005 and expiry of 16 January 2023

+Security type

Options

Number of +securities proposed to be issued

394,144,193

Reason for the update of 'Number of +securities proposed to be issued'

YPB and EverBlu Corporate Capital Pty Ltd (EverBlu) have renegotiated EverBlu's fee for acting as lead manager to the Placement. Mr John Houston, intends to subscribe for 1 unquoted option for every 2 placement shares issued.

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

1 free attaching unquoted option for every 1 placement share other than Mr John Houston who intends to subscribe for 1 unquoted option for every 2 placement shares.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.000001

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 0.0500 16/1/2026

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

450,450, 449 Fully Paid Ordinary Shares.

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.

Please see ASX Announcement dated 20 March 2023.

Part 7C - Timetable

7C.1 Proposed +issue date

17/5/2023

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 12/5/2023

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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

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?

6% of the total amount raised, and subject to shareholder approval, the issue of 112,612,613 unquoted options with an exercise price of $0.005 and expiry 12 months from the date of issue.

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

The funds from the placement will be used by YPB for the payments owed to NVISO under the Artificial Intelligence (AI) licence agreement, development costs for YPB's applications, reduction of debt, marketing, business development and working capital.

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

Please note that as part of the re-negotiation of the Lead Manager fees, the unquoted free-attaching options will have an exercise price of $0.005 and expiry of 12 months from the date of issue.

Upon exercise of the of options 394,144,193 full paid ordinary shares (ASX:YPB) will be issued.

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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 cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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