CLUEY LTD — Capital/Financing Update 2021

Sep 26, 2021

Proposed issue of securities

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Announcement Summary

Entity name CLUEY LTD

Announcement Type

New announcement

Date of this announcement

27/9/2021

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
CLU	ORDINARY FULLY PAID	3,000,877

Proposed +issue date 29/10/2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

CLUEY LTD

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 65644675909

1.3 ASX issuer code

CLU

1.4 The announcement is

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New announcement

1.5 Date of this announcement

27/9/2021

1.6 The Proposed issue is:

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A placement or other type of issue

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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 28/10/2021 Actual

Comments

The Company is seeking shareholder approval for this issue of shares to the vendors of Codecamp Holdings Pty Ltd at the forthcoming Annual General Meeting to be held on 28 October 2021.

Part 7B - Issue details

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? No

Details of +securities proposed to be issued

ASX +security code and description

CLU : ORDINARY FULLY PAID

Number of +securities proposed to be issued

3,000,877

Offer price details

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

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Please describe the consideration being provided for the +securities

Shares to be issued are part of the consideration for the purchase of Codecamp Holdings Pty Ltd.

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

3,357,981.000000

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

29/10/2021

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? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

28/10/2021

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

2,182,668 fully paid ordinary shares (FPO) will be subject to twelve (12) months voluntary escrow (to 1 October 2022), and 818,209 FPO will be subject to twenty-four (24) months voluntary escrow (to 1 October 2023).

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Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

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

None

Part 7F - Further Information

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

The proposed share issue is part of the consideration for the purchase of CodeCamp Holdings Pty Ltd, as announced to the ASX on 30 August 2021. The shares are subject to shareholder approval at the forthcoming Annual General Meeting.

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

An additional 2,986,612 shares are proposed to be issued to the vendors of CodeCamp Holdings Pty Ltd as consideration on 1 October 2021 from existing LR 7.1 capacity, as per the Appendix 3B released to the ASX on 7 September 2021.

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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