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CODEIFAI LIMITED Capital/Financing Update 2025

May 1, 2025

64630_rns_2025-05-01_7e457bf2-81e4-4d5c-a0fc-c7dd933d28b9.pdf

Capital/Financing Update

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ASX ANNOUNCEMENT ASX: CDE|2 May 2025

Codeifai Limited Raises $250,000 through loans

Brand Solution technology group Codeifai Limited (ASX: CDE) is pleased to announce that it has raised loan funds in the sum of $250,000 from s708 investors through a mandate with Oakley Capital Pty Ltd.

The loans are unsecured, have a face value of $1.25 of any loan amount advanced and incur a 15% per annum interest on the face value of and any issue of shares or options under the Loan terms are subject to existing capacity at the time of conversion or shareholder approval as required at an upcoming General Meeting of the Company’s shareholders, on terms as follows:

Term: 12 months (if not converted prior)

Conversion: The Loans can be converted into fully paid CDE shares at any time after the Annual General Meeting dated 8[th] May 2025 and subject to existing 7.1 capacity at the time of conversion or after shareholder approval being granted, the loans will be convertible at Lender’s election at a 25% discount to the 15 day VWAP with a floor price of 0.004 on a post consolidation basis. Each conversion share will come with 1 attaching option per converted share expiring 12 months from issue date with a strike price of 25% premium to the conversion price of the shares subject to shareholder approval.

Establishment fee per loan: 9m CDE shares (pre consolidation) for each $20,000 of the Loan amount will be payable in shares.

If the Loans goes into default an interest rate of 30% accrued daily will apply from the date of default. Oakley Capital acted as Lead Manager for the Placement and will receive a 6% fee.

The Company will utilise the Loan funds for working capital, interest costs, platform and product development and marketing.

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

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[email protected]

Codeifai Limited codeifai.com

Level 5 126 Phillip Street SYDNEY NSW 2000

For further information, please contact: Investor Relations Email: [email protected]

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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