CODEIFAI LIMITED — Capital/Financing Update 2025

Jun 30, 2025

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ASX ANNOUNCEMENT

ASX: CDE|1[st] July 2025

CODEIFAI AGREES TO ACQUIRE AI-BACKED QUANTUM SECURE PLATFORM, ANTENNA TRANSFER

Platform Offers Quantum Secure Encrypted, self-service SaaS platform with the following features all QR code enabled:

- Quantum Secured Payments and BNPL offering

• Quantum Secured File Transfers

• Quantum Encrypted end to end Communications

Key Highlights:

• The platform is an AI-backed Self-Service SAAS platform enabling secure quantumencrypted payments, file sharing, and end-to-end communications

• Specifically designed to be future-proofed against the quantum computing era which may render current encryption methods ineffective against quantum computer hacking attacks

• The platform uses a proprietary Post-Quantum Cryptography system to encrypt sensitive data transfers, payment transfers, and communications, making the transfers highly resistant to hacking attempts from both classical and quantum attacks

• Encrypted data sharing with dynamic key renewal ensures end-to-end security

• Integrates with CDE’s QR codes and extends to Buy Now Pay Later (BNPL) and cryptocurrency offerings

• Commercialisation strategy will be targeting industries with strict security needs including, cryptocurrency, healthcare, software development, digital content creation & sales, research & data licensing, cloud-based file marketplace, legal, finance, fintech and Government

• The platform can be easily integrated (& white labelled) into traditional payment systems such as credit card networks, bank transfers, mobile payment apps and crypto transfers to offer these existing systems QuantumAI security

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investors@codeifai.com

Codeifai Limited

Level 5 126 Phillip Street SYDNEY NSW 2000

codeifai.com

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1[st] July 2025 – Codeifai Limited (ASX: CDE) a dynamically growing disruptor in the AI, quantum-computing, and QR code space, is pleased to announce that further to CDE’s corporate update on 6[th] June 2025, it has entered into a binding agreement with Credissential Inc (Canada) to acquire a QuantumAI Secure platform currently operating under the URL antennatransfer.io an innovative AI-driven quantum-secured platform enabling highly secure payments, file transfers & end-to-end communications . The Company upon closing this acquisition intends to complete a full re-branding and market positioning.

The acquisition marks a significant milestone in the Company’s trajectory toward Artificial Intelligence (AI) and Quantum Security. This acquisition agreement not only reinforces Codeifai’s commitment to technological leadership but also sets the stage for the Company’s transformation into a next-generation digital infrastructure operator.

What is the QuantumAI Secure platform CDE is acquiring

Developed by Credissential Inc, a Canadian registered financial technology Company listed on the CSE (WHIP.CNQ), the platform is a Quantum Secure next-generation platform for extremely secure payments, file transfers, and digital communications that integrates proprietary Post-Quantum Cryptography (PQC) with AI-optimised encryption architecture.

The system is designed from the ground up to withstand both classical and quantum computational threats.

While most existing financial and communications systems rely on encryption vulnerable to quantum decryption (such as RSA or ECC), QuantumAI Secure employs quantum-resistant algorithms, including lattice-based cryptography and hash-based signature schemes — technologies recommended by NIST’s post-quantum standardisation project.

But QuantumAI Secure’s innovation doesn’t stop at cryptographic resilience. QuantumAI Secure also uses AI-driven anomaly detection to identify threats in real-time, learning and adapting to potential quantum-assisted attack patterns as they evolve.

QuantumAI will include agentic AI to its offering allowing for efficiency, speed and useability to its customers.

The QuantumAI Secure platform utilises quantum key distribution (QKD) and post-quantum cryptographic techniques to ensure excellent security in financial transactions—an essential capability as the world transitions into a quantum-aware era. By integrating this platform into its existing ecosystem, Codeifai aims to launch a new class of intelligent, quantumresilient solutions for the fintech, cybersecurity, data-licensing, digital content creation and enterprise software sectors.

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investors@codeifai.com

Codeifai Limited codeifai.com

Level 5 126 Phillip Street SYDNEY NSW 2000

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Key Features and Applications

Quantum-Secure Payments Gateway: Enables banks, fintechs, and payment processors to adopt payment infrastructure that resists retroactive decryption — even by quantumcomputer equipped adversaries.

Quantum-Secure File Transfer Gateway: Ensures highly sensitive documents (financial contracts, IP, health records) remain confidential across time horizons.

Quantum-Secure Messaging and Communication Protocols: Provides quantum-hardened alternatives to conventional secure messaging apps and collaboration platforms.

Plug-and-Play Compatibility: Designed to integrate with existing enterprise APIs and financial platforms, including Buy Now Pay Later (BNPL) gateways and cryptocurrency payment portals, enabling smooth migration paths toward quantum readiness.

Industry Adoption and Go To Market Strategy

As a core component of its commercialisation strategy Codeifai will imminently expand its team with highly experienced industry experts and will advise the market accordingly. Additionally, Codeifai and antennatransfer will be advancing and finalising discussions with

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Level 5 Codeifai Limited 126 Phillip Street SYDNEY NSW 2000 codeifai.com

investors@codeifai.com

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organisations and businesses that can utilise its QuantumAI platform to enhance their businesses in a variety of different sectors.

Codeifai will seek to build market share for this QuantumAI Secure platform through a strategic, phased rollout that targets high-compliance industries with pressing data security needs. The Company will work to engage pilot customers in the legal, fintech, and microfinance sectors to commercially validate the product, gather critical user feedback, and refine the platform’s user experience. Simultaneously, Codeifai plans to assemble a seasoned advisory panel to guide its market entry and strengthen its go-to-market execution. By leveraging early access campaigns and targeted outreach, the Company will aim to generate early momentum and build a strong ensemble of interested customers, setting the stage for a high-impact public launch.

Looking forward, Codeifai will seek to scale its commercial efforts through a combination of direct enterprise sales, channel partnerships, and product-led growth. The Company will work to expand into adjacent verticals such as healthcare, government, BNPL, and crypto, offering tailored compliance and deployment options. Codeifai will deploy sales teams to execute targeted ABM strategies, while partner programs will enable broader distribution through legal tech and fintech consultants. To support long-term growth, Codeifai will also invest in content marketing, SEO, industry presence at global conferences, and viral acquisition loops embedded in its platform, ensuring that the QuantumAI Secure platform becomes the trusted standard for quantum-resistant payments and file transfers.

Strategic positioning in the Post-Quantum Race

What makes the QuantumAI Secure platform particularly compelling is its first-mover advantage in combining PQC (Post Quantum Cryptography) with AI and real-time quantum threat monitoring. While many legacy security firms are scrambling to retrofit existing systems, the QuantumAI Secure platform was built on a post-quantum native foundation. This gives it a significant head start in compliance, performance, and credibility.

Synergies with Codeifai’s existing business

The acquisition of the antennatransfer.io (to be renamed QuantumAI Secure) Business is highly complementary to Codeifai Limited’s existing business, as both platforms share a core technological foundation — the use of QR codes — while targeting different but converging domains: AI-driven traceability and compliance (Codeifai’s existing business platform) and quantum-secured communications and transactions with QuantumAI Security. This synergy will allow Codeifai to not only enhance the security layer of its traceability and engagement solutions, but also cross-sell the QuantumAI Secure platform offering as a premium addition to its existing self-service SaaS suite - while expanding into the fast-emerging field of quantum-resilient infrastructure.

Codeifai’s existing platform leverages QR codes to provide authentication, supply chain transparency, consumer engagement and data verification across diverse industries. The

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investors@codeifai.com

Level 5 Codeifai Limited 126 Phillip Street SYDNEY NSW 2000 codeifai.com

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QuantumAI Secure platform also uses QR codes—but to encrypt and enable secure payments, file transfers, and communications using Post-Quantum Cryptography (PQC). The integration of both platforms means Codeifai can now offer end-to-end trust, from the physical or digital asset’s origin (tracked via Codeifai’s system) to its secure transfer or transaction (protected by the QuantumAI Secure platform). This creates a seamless, quantum-hardened trust layer that is both user-friendly and future-proof, aligning with the increasing regulatory and security demands across global markets.

Payments and verifications can be done via quantum encrypted QR codes in any setting, both online and offline.

These synergies unlock a huge opportunity for affiliate marketing, content creators, online shopping portals and all other users of QR Codes adding significant value to Codeifai’s overall ability to collect data.

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Market Opportunity

Codeifai is targeting a rapidly growing market suite through its proposed acquisition of antennatransfer, the QuantumAI Secure platform.

Market sizes (all in USD):

• Secure Communications: $33.49 Billion (2024), growing to $85 Billion by 2032[1]

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investors@codeifai.com

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Level 5 126 Phillip Street SYDNEY NSW 2000

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Codeifai Limited codeifai.com

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• QR Code Payments: $15.95 Billion (2025), growing to $73 Billion by 2035[2]

• Buy Now Pay Later: $560 Billion (2025), growing to $911 Billion by 2030[3]

• File Sharing: $14 Billion (2025), growing to $28.7 billion by 2032[4]

Codeifai’s Vision – an AI-driven future

Codeifai’s vision is to shape a future powered by artificial intelligence, where data is not just processed, but truly understood and Quantum Secured. We aim to build a transformative tech Company at the forefront of AI-driven, machine learning data interpretation— unlocking deeper insights, enabling smarter decisions, and driving innovation across industries. We believe the future belongs to those who can harness the full potential of data through AI, and our mission is to make that future secure, accessible, intelligent, and impactful for businesses everywhere.

Acquisition Terms

CDE has entered into an asset sale and purchase agreement with Credissential Inc (" Seller" ), to acquire the QuantumAI secure business and all the assets of the QuantumAI business owned by the Seller. The Asset Sale and Purchase Agreement (" ASPA ") contains the following key terms:

1. Consideration: In consideration for the acquisition of the QuantumAI business, CDE will:

2. a. subject to shareholder approval, issue up to $1,150,000 worth of CDE shares

   • ( Consideration Shares ) equal to a deemed issue price which is the lower of:

     • i. the 10% discount to the VWAP of CDE shares over the 30 trading days prior to the date of the ASPA; and

     • ii. the 10% discount to the VWAP of CDE shares over the 20 trading days prior to the issue of the Consideration shares; and

3. b. pay A$150,000 in cash, which, at the election of CDE, may be satisfied by the issue of CDE shares.

4. c. Based on the relevant VWAP as outlined above, the Consideration shares total 43,192,245 including the cash component if taken in shares.

5. Conditions Precedent: The acquisition of QuantumAI is conditional on the satisfaction or waiver of the following conditions:

6. a. CDE being satisfied with the outcome of its due diligence investigations into the QuantumAI business and its assets;

7. b. CDE shareholders approving the acquisition, including issuing shares to the Seller as consideration for the acquisition;

8. c. no material adverse change occurring between the date of the ASPA and the satisfaction of the due diligence condition; and

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investors@codeifai.com

Codeifai Limited codeifai.com

Level 5 126 Phillip Street SYDNEY NSW 2000

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• d. no breach of any of the Seller's warranties between the date of the ASPA and the satisfaction of the due diligence condition.

• Voluntary Escrow: The Seller agrees that:

• a. 1/3 of the Consideration Shares will not be subject to voluntary escrow;

• b. 1/3 of the Consideration Shares will be subject to voluntary escrow for a period of three months from the date of completion;; and

• c. 1/3 of the Consideration Shares will be subject to voluntary escrow for a period of six months from the date of completion.

4. Termination :

• a. CDE may terminate the ASPA if CDE becomes aware of a breach of a Seller's warranty and the Seller has not agreed, within 5 business days' notice to pay reasonable compensation to CDE for loss arising from the breach; and

• b. Either party may terminate the ASPA if:

• i. an insolvency event occurs in respect of the other party; and

• ii. the other party is in breach of an obligation under the ASPA and, if that breach is capable of remedy, the breach is not rectified within 10 business days' notice of the breach.

• c. Insolvency Event is defined to include: (i) the appointment of a liquidator, an administrator or receiver; (ii) an application made to a court for an order that a party be wound up or declared bankrupt; (iii) a party entering into a deed of deed of company arrangement or other administration involving one or more of its creditors; (iv) a party failing to comply with a statutory demand; or (v) a party stating that it is insolvent or is unable to pay its debts as and when they become due and payable.

• d. Other: The ASPA also contains customary Seller's warranties, pre-completion obligations and post-completion business restrictions for an agreement of this nature.

Oakley Capital Partners Pty Limited (“Oakley Capital”) acted as the Company’s Corporate Advisor to the acquisition. The Company has agreed to pay, subject to shareholder approval, a 10% facilitation fee for the introduction of this asset, which will be paid to Oakley Capital or its nominees, as well as other introducing parties (none of whom are related parties of CDE).

Proposed Timetable
Event	Date
ASX Release	1 July 2025
CDE Calls Shareholder Meeting	14July 2025
CDE Holds Shareholder Meeting	26August 2025
Closes Acquisition	29 August 2025

The Company confirms there are no related parties to this transaction.

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investors@codeifai.com

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Level 5 126 Phillip Street SYDNEY NSW 2000

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Codeifai Limited codeifai.com

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This announcement has been authorised by the Board of Codeifai Limited.

For further information, please contact: Investor Relations Email: investors@codeifai.com

About Codeifai Limited

Codeifai Limited (ASX: CDE) is a leading provider of digital and AI-powered brand solutions. With a strong focus on empowering brands through smart digital engagement, Codeifai’s high-margin offerings are designed to deliver exceptional scalability and profitability.

Codeifai’s digital Brand Solutions provide a code for everybody and everything.

References:

1. https://www.wiseguyreports.com/reports/secure-communication-market

2. https://www.futuremarketinsights.com/reports/qr-code-payment-market

3. https://www.researchandmarkets.com/report/global-b2c-buy-now-pay-later-market

4. https://www.einpresswire.com/article/803352996/file-sharing-market-to-reach-usd-28-77billion-by-2032-sees-rapid-growth-amid-surge-in-remote-collaboration-tools

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investors@codeifai.com

Codeifai Limited

Level 5 126 Phillip Street SYDNEY NSW 2000

codeifai.com