2c per Share. Any Shares ultimately issued under the Placement will be sought to be listed on ASX and will rank equally with the existing Shares.

The issue price represents the following discounts to ASX market pricing per share:

• 23% discount to the Last Closing Price of 2.6c on 25 July 2025
• 41.4% discount to the 20day VWAP of 3.4137c on 25 July 2025
• 42.2% discount to the 30day VWAP of 3.4601c on 25 July 2025
• 40.9% discount to the 40day VWAP of 3.3857c on 25 July 2025

Subject to shareholder approval at an upcoming General Meeting, Placement investors will receive one (1) free attaching Placement Option for every 2 Placement Shares issued. Placement Options will have a strike price of $0.04 and expire 3 years from issue date, and will be listed subject to ASX requirements being met.

Bonus Options Issue

The Company may conduct a bonus options entitlement issue following the placement. The bonus options will be the same class as the placement options (subject to shareholder approval if required).

Codeifai Limited is an emerging disruptor at the intersection of Artificial Intelligence, Quantum Computing, and Cybersecurity, and is currently completing two transformational acquisitions that will propel Codeifai to the next growth phase:

• Trust Codes Global Limited
• AntennaTransfer.io (to be renamed QuantumAI Secure)

Codeifai’s vision is to shape a future driven by artificial intelligence, and leverage the power of quantum computing, where data is not just processed, but truly understood. Codeifai aims 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.

To date, prior to the proposed acquisitions above, Codeifai has developed and sells Brand Solutions which allow deeper, faster and smarter connections with end consumers, in particular through the sale of serialised QR Codes.

The Trust Codes acquisition is revenue accretive, and will secure significant market share for Codeifai in AI powered QR Code based traceability.

The AntennaTransfer acquisition will allow Codeifai to commercialise a revolutionary QuantumSecured AI-driven platform offering extremely secure payments, secure communications, and secure file transfer, that is already gaining traction within the defence procurement and aerospace sector.

• Mr Rafael Possas, former AI & Machine Learning specialist at Nvidia Corporation (NVDA.NAS), has joined the Company as a senior strategic adviser and will assist with Codeifai’s commercialisation strategy of its [to-be-acquired] QuantumAI Secure platform.
• Rafael Possas is a pioneer in applied AI Machine Learning who helped develop Amazon’s Alexa system.
• At NVIDIA, he advanced robotic simulation and model deployment, contributing to published research and improving system reliability through robust engineering practices.
• Mr Possas is now Principal Machine Learning Engineer at Canva, where he is focused on developing intelligent conversational experiences that enhance user engagement.

AntennaTransfer (to be renamed QuantumAI Secure) has signed binding agreements to deploy the quantum secure platform across the full business operations of:

• Effective Acceleration Ventures (EAV): a NATO-approved defense procurement agency that supplies defense equipment and personnel to Allied governments; and
• Geometric Energy Corporation (GEC): an advanced technology R&D firm that has partnered with SpaceX to launch a cube satellite for space-based advertising. GEC has named this launch “Doge-1”, which will be launched on a Falcon 9 SpaceX rocket.

The EAV contract is for a minimum spend of CAD$1m in year 1 for exclusivity in the defence procurement sector.

The GEC contract is for a minimum spend of US$1.5m in 1st 2 years for exclusivity in the aerospace and rocket-launch sector.

AntennaTransfer is a crypto-friendly platform which has the potential to revolutionalise the crypto and funds transfer industry by allowing crypto payments to be more easily tracked and secured compared to regular blockchain payments. As such, Codeifai intends to establish a STRATEGIC CRYPTO CURRENCY TREASURY post capital raise to further empower the business as it transforms into a digital innovator. This move aims to align Codeifai’s balance sheet with emerging digital asset trends and unlock future growth opportunities within the growing AI and digital space.

• Development of existing QR codes business
• QuantumAI Secure Commercialisation
• TrustCodes acquisition and Business Development
• Working Capital