CODEIFAI LIMITED — Capital/Financing Update 2023

Jan 19, 2023

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

YPB GROUP LTD

Date of this announcement

Friday January 20, 2023

The +securities the subject of this notification are: Other

Total number of +securities to be issued/transferred

Total number of ASX +security +securities to be code Security description issued/transferred Issue date New class - code Convertible Notes with a face value of $1,000,000. 1,000,000 20/01/2023 to be confirmed

Refer to next page for full details of the announcement

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Notification of Issue, Conversion or Payment up of Unquoted Equity 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 notice of the issue, conversion or payment up of the following unquoted +securities.

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

20/1/2023

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Part 2 - Issue details

2.1 The +securities the subject of this notification are:

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Other

Please specify

Please refer to Appendix 3B dated 18 November 2022 for the proposed issue of Convertible Notes

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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does not have an existing ASX security code ("new class")

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Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B

New +securities ASX +security code +Security description New class - code to be confirmed Convertible Notes with a face value of $1,000,000. +Security type ISIN code +Convertible debt securities Date the +securities the subject of this notification were issued 20/1/2023 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Yes Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued. https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02599935-6A1122839?access_token=8 3ff96335c2d45a094df02a206a39ff4

+Convertible debt securities Details

Type of +security Convertible note or bond +Security currency Face value Interest rate type AUD - Australian Dollar AUD 1.00000000 Fixed rate Frequency of coupon/interest payments per year First interest payment date Monthly 23/1/2023 Interest rate per annum Is the interest rate per annum estimated at this time? Yes 9.00 % If the interest rate per annum is estimated, then what is the date for this information to be announced to the market (if known) 24/2/2023

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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

s128F exempt

Is the +security perpetual (i.e. no maturity)?

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Yes

Select other feature(s) applicable to the +security

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

Other

Description

Fully Paid Ordinary Share (ASX:YPB)

Any other information the entity wishes to provide about the +securities the subject of this notification

The issue of the convertible debt securities to J F Houston Holdings Pty Ltd a nominee of the Executive Chairman, John Houston was approved by shareholders at the General Meeting held on 23 December 2022.

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

Please see Appendix 3B dated 18 November 2022.

Issue details

Number of +securities

1,000,000

Were the +securities issued for a cash consideration?

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Yes

In what currency was the cash consideration being What was the issue price per +security? paid? AUD - Australian Dollar AUD 1.00000000

Purpose of the issue

To raise additional working capital

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
YPB : ORDINARY FULLY PAID	406,546,153
YPBO : OPTION EXPIRING 05-JUL-2024	140,000,000

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
YPBAD : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES	2,560,000
YPBAI : OPTION EXPIRING 16-JAN-2026 EX $0.005	200,000,000
YPBAH : PERFORMANCE RIGHTS	9,176,353
New class - code to be confirmed : Convertible Notes with a face value of $1,000,000.	1,000,000

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? Yes

5.2a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

23/12/2022

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