CODEIFAI LIMITED — M&A Activity 2025

Jun 5, 2025

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ASX ANNOUNCEMENT ASX: CDE|6th June 2025

Corporate Update

Brand Solution technology group Codeifai Limited (ASX: CDE) refers to its recent trading halt request and the price and volume query issued by ASX on 5 June 2025.

The Company is currently in discussions with counterparties regarding two separate potential acquisitions, being:

1. the acquisition of 100% of the issued capital of Trust Codes Global Limited ( Trust Codes ) ( Trust Codes Acquisition ). Trust Codes is a privately owned New Zealand registered technology company. Trust Codes has built and operates the market leading serialised QR code platform with customers in Australia, New Zealand, USA and globally which is both highly complementary and a competitor to the Company’s “Connect” platform. Trust Codes uses QR codes in the areas of traceability, anti-counterfeit and online retail; and

2. the acquisition of 100% of certain assets of Credissential Inc ( Credissential ) namely QuantumAI Transfer ( Credissential Acquisition ). Credissential is a Canadian registered technology company listed on the CSE. Credissential wholly owns a technology platform (originally named Antennae Transfer) now re-branded to QuantumAI Transfer, a Quantum computing AI backed platform which uses serialised QR codes as the entry point to quantum secure payments, file transfers offering Buy Now Pay Later through a self-service SaaS platform which has the potential to enhance CDE’s current product offerings and open new product opportunities and markets.

The Company has entered into a non-binding term sheet with the sole shareholder of Trust Codes, Mr Paul Ryan, in relation to the Trust Codes Acquisition. The term sheet for the Trust Codes Acquisition contains the following non-binding key terms:

1. Consideration : In consideration for the acquisition of Trust Codes, the Company will pay to Mr Paul Ryan on completion:

   • a. A$500,000 payable in CDE shares, subject to shareholder approval. The issue price per share will be calculated, on the date of issue, at the lower of the 20-day volume weighted average price of the Company shares and $0.01; and

   • b. A$150,000 in cash.

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investors@codeifai.com

Codeifai Limited codeifai.com

Level 5 126 Phillip Street SYDNEY NSW 2000

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1. Paul Ryan will join the senior executive team of CDE and head up our serialisation products.

The Company is currently in early-stage discussions with Credissential with the parties still to agree on indicative terms.

The Company advises that there has been no binding agreement reached in relation to the two proposed transactions and no assurance can be given that ongoing discussions will result in any binding agreements between the counterparties.

The Company will continue to keep the market informed of any developments.

This announcement is authorised by the board of directors of CDE.

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 listed on the Australian Securities 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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investors@codeifai.com

Codeifai Limited

Level 5 126 Phillip Street SYDNEY NSW 2000

codeifai.com