CODEIFAI LIMITED — Capital/Financing Update 2025

May 1, 2025

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name CODEIFAI LIMITED Announcement Type New announcement

Date of this announcement 2/5/2025

The Proposed issue is:

A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
CDEAD	OPTION EXPIRING VARIOUS DATES EX VARIOUS	479,166,667
	PRICES
CDE	ORDINARY FULLY PAID	591,666,667
Proposed +issue date
8/5/2025

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

CODEIFAI LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

68108649421

1.3 ASX issuer code

CDE

1.4 The announcement is

New announcement

1.5 Date of this announcement

2/5/2025

1.6 The Proposed issue is:

A placement or other type of issue

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Appendix 3B - Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes 7A.1a Conditions Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 8/5/2025 Actual Comments

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description CDE : ORDINARY FULLY PAID

Number of +securities proposed to be issued 112,500,000

Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Fully paid ordinary shares to be issued as lender establishment fees, with a portion subject to shareholder approval before issuance.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 250,000.000000

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Appendix 3B - Proposed issue of securities

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Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

CDE : ORDINARY FULLY PAID

Number of +securities proposed to be issued

479,166,667

Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Conversion Shares issued at a 25% discount to the 15-day VWAP from the preceding 10 trading days with a floor limit of 0.004 per share (on a post-consolidation basis) by giving written notice to the Company (Conversion Notice).

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 250,000.000000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? Existing class

Attaching +Security - Existing class (additional +securities in a class that is already quoted or recorded by ASX)

Details of attaching +securities proposed to be issued ASX +security code and description

CDEAD : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

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Appendix 3B - Proposed issue of securities

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Number of +securities proposed to be issued

479,166,667

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Each Conversion Share to come with 1 (one) attaching option with a strike price of 25% premium to the conversion price of the shares, and expiring 12 months from date of issue.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

250,000.000000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date

8/5/2025

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No 7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes 7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

90,000,000 establishment fee shares to be issued under the Company's current capacity. 7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? Yes 7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow

90,000,000 establishment shares will be subject to a voluntary holding lock until CDE releases a Cleansing Statement.

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Appendix 3B - Proposed issue of securities

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Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Oakley Capital Pty Ltd

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 6% fee

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

112,500,000 shares will be issued as lender establishment fees, with a portion subject to shareholder approval before issuance.

479,166,667 shares and options to be issued under the Loan Facility as announced on 2/05/2025, subject to shareholder approval.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

N/A

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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