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CODEIFAI LIMITED Capital/Financing Update 2025

Jun 2, 2025

64630_rns_2025-06-02_55502a13-10b6-4f77-81b6-b27f42cc9912.pdf

Capital/Financing Update

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ASX ANNOUNCEMENT

ASX: CDE | 3 June 2025

CDE Receives Binding Commitments for $570,000 Placement

Brand Solution technology group Codeifai Limited (ASX: CDE) is pleased to announce that it has received binding commitments for a $570,000 placement from s708 investors.

The Placement comprises the issue of approximately 98,419,203 fully paid ordinary shares ( New Shares ) at an issue price of A$0.0058 per New Share to professional and sophisticated investors.

The issue price represents a 42% discount to the Last Closing Price of $0.01 and a 25% discount to the 5-day Volume Weighted Average price of ( VWAP ) of $0.0077 and New Shares will rank pari passu with the existing Shares on issue.

The New Shares will be issued using the Company’s placement capacity approved by Shareholders at the May 8[th] 2025 AGM under resolution 4 where shareholders resolved to issue up to $2.5m worth of shares at not less than 75% of the prior five (5) trading day VWAP.

Each one (1) share issued will be accompanied by one (1) option (subject to shareholder approval to be sought at an upcoming General Meeting of shareholders), and exercisable at $0.01 and with a 3 year validity or if the Company undertakes a Bonus option issue, on the same terms as that issue which again is subject to shareholder approval.

The proceeds from the Proposed Share Issue will be used for the technical development of the Company’s Digital First Strategy, software development of the Company's Connect and ConnectQR platforms, business development, SEO, general marketing costs, research & development, transaction costs related to the Proposed Share Issue, debt repayment, general working capital and corporate purposes including potential acquisition of business.

Oakley Capital acted as Lead Manager for the Placement and will receive a 6% fee.

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Level 5 126 Phillip Street SYDNEY NSW 2000

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[email protected]

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: [email protected]

About Codeifai Limited

Codeifai Limited (ASX: CDE) is a leading provider of digital and AI-powered brand solutions listed on the Australian Stock Exchange. With a strong focus on empowering brands through smart digital engagement, Codeifai’s high-margin offerings are designed to deliver exceptional scalability and profitability. Our solutions allow Brands to Connect Deeper, Faster, Smarter with their consumers. Codeifai’s digital Brand Solutions provide a code for everybody and everything.

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[email protected]

Codeifai Limited

Level 5 126 Phillip Street SYDNEY NSW 2000

codeifai.com