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

Renegotiation of Lead Manager fees for recent placement, as announced on 21 March 2023.

Refer to next page for full details of the announcement

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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

Renegotiation of Lead Manager fees for recent placement, as announced on 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 shareholders will be held to approve the issue of the securities the subject of this Appendix 3B.

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? Yes No ASX +security code +Security description New class-code to be confirmed Quoted options with an exercise price of $0.005 and expiry of 16 January 2026.

+Security type

Options

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Number of +securities proposed to be issued

112,612,613

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

Renegotiation of the fees to the Lead Manager of recent placement announced on 21 March 2023 with the number of securities amended to 112,612,613 unquoted options with an exercise price of $0.005 and and expiry of 12 months from the date of issue.

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

These unquoted options are part consideration for a Lead Manager fee for the Placement announced on 20 March 2023 and 21 March 2023.

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 Exercise price Expiry date AUD - Australian Dollar AUD 0.0050 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 86,334,459 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 announcement dated 20 March 2023.

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Part 7C - Timetable

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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 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? 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 These unquoted options represent part consideration to the Lead Manager of the placement announced on 20 March 2023 and 21 March 2023 and are subject to shareholder approval.

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Part 7F - Further Information

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

These unquoted options are being issued as part consideration to the Lead Manager, Everblu Corporate Capital Pty Ltd, for the placement as announced on 20 March 2023 and 21 March 2023.

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 consideration options will have an exercise price of $0.005 and expiry of 12 months from the date of issue.

Upon exercise of the options 112,612,613 fully paid ordinary shares (ASX:YPB) will be issued.

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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