CLUEY LTD

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ASX Announcement

8 September 2021

Share Purchase Plan

As announced to ASX on 30 August 2021, Cluey is conducting an offer of new shares (“SPP Shares”) by way of an underwritten Share Purchase Plan to raise $2m from existing shareholders with a registered address in Australia or New Zealand (as at 7pm Sydney time) on 27 August 2021, and who are not in the United States or acting for the account or benefit of a person in the United States (“SPP”) (“Eligible Shareholders”).

The SPP will provide each Eligible Shareholder with the opportunity to apply for up to $30,000 of SPP Shares at $1.15 (being the same price per share payable by investors under Cluey’s recently completed placement (“Placement Shares”[1] )). The SPP Shares will rank equally with the Placement Shares and existing Cluey shares with effect from their date of issue and Cluey will seek quotation on ASX of the SPP Shares issued. The SPP offer booklet containing further details of the SPP and SPP application form (sample attached herewith) were distributed to Eligible Shareholders today. Shareholders that have opted to receive email communication (and provided a valid email address) were sent the SPP offer booklet and SPP application form by email. All other Shareholders were sent the SPP offer booklet and SPP application form by post. Eligible Shareholders can also access these documents via the Automic Share Registry Investor Portal or by conacting Automic on 1300 288 664 or +61 2 9698 5414.

Shareholder approval is not required for the issue of the SPP Shares. The SPP is capped at $2m. To the extent the SPP is oversubscribed, the Company intends to accept valid applications under the SPP from Eligible Shareholders on a “first-come, first-served“ basis, although the Board of Cluey reserves the the right to allocate oversubscriptions in its discretion.

ENDS

Authorised for release to the ASX by Greg Fordred, CFO & Company Secretary.

For enquiries please contact:

For enquiries please contact:	For enquiries please contact:
Investors
Mark Rohald	Melanie Singh
Chief Executive Officer	Investor Relations
[email protected]	[email protected]

1 For further information in relation to the placement, please see Cluey’s ASX announcements released on 30 August 2021.

Cluey Ltd ABN: 65 644 675 909 L8 / 51 Pitt Street Sydney NSW 2000

ABOUT CLUEY

Cluey is an innovative, ASX-listed Edtech company that combines education, technology and data to deliver quality education outcomes and an enhanced experience for students. Cluey has a highly experienced management team and Board with a track record of building successful education businesses and is supported by an Independent Advisory Board comprising four eminent independent education sector thought leaders.

Cluey key facts:

Cluey provides support for students in years 2-12 in Mathematics and English and years 1112 in Chemistry, as well as test preparation for NAPLAN and Literacy and Numeracy Test for Initial Teacher Education
Through regular live online tutoring sessions, Cluey’s learning model is underpinned by personalised and tailored programs, content mapped to the national and state curricula, targeted tutor feedback and comprehensive reporting to students and parents
Cluey’s platform captures > 100,000 data points in every learning session to deliver valuable data-driven insights in teaching and learning using proprietary analytics
Cluey is headquartered in Sydney, Australia and is relocating to new offices at Suite 2, Level 2, 117 Clarence Street, Sydney in October 2021. At the end of June 2021, Cluey had 118.4 full-time equivalent staff and 1,114 qualified tutors.

Cluey has been recognised in the prestigious HolonIQ inaugural list of most innovative Edtech companies in Australia.

Cluey Ltd

ACN 644 675 909

Share Purchase Plan

Including the Terms and Conditions

Opening date: Wednesday, 8 September 2021

This is an important document and should be read in its entirety. The Share Purchase Plan does not take into account the individual investment objectives, financial situation or particular needs of any Eligible Shareholder. If you are in any doubt about the action you should take or the contents of this document, please seek independent financial advice from your broker, accountant or other professional adviser without delay. The contents of this document have not been reviewed by any regulatory authority. You are advised to exercise caution in relation to the Share Purchase Plan.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Chairman’s Letter to Eli ible Shareholders g

Dear Shareholder

Opportunity to participate in Cluey’s Share Purchase Plan

On behalf of the board of directors ( Board ) of Cluey Ltd ( Cluey or Company ), I am pleased to offer Eligible Shareholders (defined below) the opportunity to participate in the Company’s recently announced underwritten share purchase plan ( SPP or Share Purchase Plan ).

The Share Purchase Plan gives Eligible Shareholders the opportunity to subscribe for up to $30,000 worth of new fully paid ordinary shares in the Company ( New Shares ), without incurring any brokerage or transaction costs.

The SPP follows the Company’s recently completed and successful institutional placement under which the Company raised gross proceeds of $12 million from a mixture of existing institutional Shareholders and new institutional investors ( Placement[1] ).

The SPP (which is underwritten) aims to raise gross proceeds of $2 million. To the extent the SPP is oversubscribed, the Company intends to accept valid applications under the SPP from Eligible Shareholders on a on a “first-come, first-served” basis, although the Board reserves the right to allocate subscriptions in its discretion.

The Company is proposing to use the funds raised under the SPP, together with the funds raised under its recently completed Placement, to:

fund the cash component of the consideration payable to the vendors of Codecamp Holdings Pty Ltd ( Code Camp );
accelerate the expected growth of Code Camp and assist in funding further growth opportunities for Cluey; and
pay the costs of the SPP.

Issue Price

Eligible Shareholders may, subject to the $2 million cap referred to above, subscribe for up to $30,000 worth of New Shares under the SPP at an issue price of $1.15 per New Share ( Issue Price ). The Issue Price represents a:

5.7% discount to the closing price on ASX of Shares on Friday, 27 August 2021 (ie of $1.22 per Share); and
2.3% discount to the VWAP of Shares calculated over the last five days preceding the date the SPP was first announced (ie of $1.165).

1 For further information in relation to the Placement and the acquisition of Code Camp, please see the Company’s ASX announcement dated Monday, 30 August 2021.

Cluey Ltd | SPP | Offer Booklet

The Issue Price for New Shares under the SPP is also the same price per New Share that institutional investors paid for their New Shares under the Placement.

Participation

Participation in the SPP is optional and is, subject to the $2 million cap referred to above, open to Eligible Shareholders, including Eligible Shareholders who are custodians on behalf of “ participating beneficiaries ”[2] on the terms and subject to the conditions of the SPP.

All New Shares issued under the SPP will rank equally with the Company’s existing Shares (including the New Shares the Company has now issued under the Placement) from the date of their issue (which is expected to be Monday, 4 October 2021 ( Issue Date )).

The right to participate in the SPP is not transferable.

Underwriting

The SPP is underwritten by Bell Potter Securities Limited ( Bell Potter ) and Canaccord Genuity (Australia) Limited ( Canaccord and, together with Bell Potter, the Joint Lead Managers ). Pursuant to the underwriting agreement between the Company and the Joint Lead Managers dated 30 August 2021 ( Underwriting Agreement ), the Joint Lead Managers are obliged to subscribe (or procure subscriptions) for any shortfall arising under the SPP[3] . Please see section 15 for further detail.

How to apply

The SPP opens on Wednesday, 8 September 2021 and unless closed earlier or withdrawn by the Company, is expected to close at 5pm (Sydney time) on Tuesday, 28 September 2021 ( Closing Date ).

New Shares are expected to be issued on Monday, 4 October 2021 and commence trading on ASX on a normal (“T+2”) settlement basis on Tuesday, 5 October 2021.

Applications for New Shares can only be made in $1,000 increments and must be for a minimum of $1,000 and a maximum of $30,000.

As the Company intends to accept valid applications under the SPP on a “first-come, firstserved” basis, Eligible Shareholders are encouraged to submit their application as early as possible.

To apply for New Shares, you simply make your payment for New Shares via BPAY® or EFT in accordance with the instructions on your personalised Application Form[4] .

2 As that term is defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 ( ASIC Instrument ).

3 A “shortfall” will arise under the SPP if Eligible Shareholders collectively apply for less than $2 million worth of New Shares under the SPP.

4 If you make your payment for New Shares via BPAY® you do not also need to submit your personalised Application Form.

Cluey Ltd | SPP | Offer Booklet

In deciding whether to participate in the SPP, please take time to read the enclosed Terms and Conditions and seek your own investment or taxation advice if applicable to you.

If you have any questions regarding the SPP, please contact Automic (the Company’s share registry ( Share Registry )) on 1300 288 664 or +61 2 9698 5414.

On behalf of the Board, I thank you for your continued support of the Company and invite you to consider participating in the SPP.

Yours sincerely,

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Robert Gavshon AM Chairman

Cluey Ltd | SPP | Offer Booklet

SPP Terms and Conditions

This SPP offer booklet ( Offer Booklet ) and the accompanying application form ( Application Form ) set out the terms and conditions of the SPP ( Terms and Conditions ). By accepting the offer to subscribe for New Shares under the SPP, you agree to be bound by these Terms and Conditions and to the Company’s constitution.

Key dates for the SPP :

Key dates for the SPP:
Record Date	7pm (Sydney time), Friday, 27 August 2021
Announcement Date	Monday, 30 August 2021
Mailing of Offer Booklet to Eligible Shareholders	Wednesday, 8 September 2021
Opening Date	9am (Sydney time), Wednesday, 8 September 2021
Closing Date	5pm (Sydney time), Tuesday, 28 September 2021
Results Announcement	Friday, 1 October 2021
Issue Date	Monday, 4 October 2021
New Shares quoted on ASX	Tuesday, 5 October 2021
Mailing of updated holding statements	Wednesday, 6 October 2021

Note : The above timetable is indicative only and subject to change. The commencement quotation of the New Shares issued under the SPP is conditional upon confirmation from ASX. Subject to the requirements of the Corporations Act 2001 (Cth) ( Corporations Act ), the ASX Listing Rules and other applicable rules, the Company, in consultation with the Joint Lead Managers, reserves the right to amend this timetable at any time, including extending the period for the SPP or accepting late applications, either generally or in particular cases, without notice.

1. What is the SPP?

The SPP gives Eligible Shareholders the opportunity to subscribe for up to $30,000 worth of New Shares at the Issue Price without incurring brokerage or other transaction costs.

New Shares issued under the SPP will rank equally with all other fully paid ordinary shares in the equity capital of the Company on issue on the Issue Date. Quotation of any new Shares issued under the SPP is subject to ASX approval.

Cluey Ltd | SPP | Offer Booklet

2. How much will be raised under the SPP and how will the funds be used?

The Company is seeking to raise $2 million (before costs) under the SPP.

The Company is proposing to use the funds raised under the SPP, together with the funds raised under its recently completed Placement, to:

fund the cash component of the consideration payable to the vendors of Code Camp;
accelerate the expected growth of Code Camp and assist in funding further growth opportunities for Cluey; and
to pay the costs of the SPP.

3. Am I eligible to participate in the SPP?

You will be considered an “ Eligible Shareholder ” (and therefore eligible to participate in the SPP) if you were a registered holder of Shares at 7pm (Sydney time) on Friday, 27 August 2021 ( Record Date ) with a registered address either in Australia or New Zealand (provided that any such Shareholder is not acting for the account or benefit of a person in the United States). The Board has determined that it is not practical for holders of Shares with registered addresses outside of Australia or New Zealand to participate in the SPP.

Shareholders who hold Shares on behalf of persons who reside outside of Australia or New Zealand or who are “ US persons ” as defined in Regulation S under the United States Securities Act of 1933 (as amended) ( Securities Act ) or who act for the account or benefit of a US Person are not entitled to participate in the SPP. The New Shares to be issued under the SPP have not been and will not be registered under the Securities Act (or any other act). Accordingly, Shareholders who are located in the United States or who are acting for the account or benefit of US Persons, are not Eligible Shareholders and are therefore not entitled to participate in the SPP.

4. Do I have to participate?

No. Participation in the SPP is entirely optional. If you do not wish to participate in the SPP, do nothing.

5. How much can I invest and how many New Shares will be issued to me?

Under the SPP, you may apply for a parcel of New Shares in $1,000 increments from a minimum of $1,000 up to a maximum of $30,000. The $30,000 limit applies irrespective of the number of Shares you hold on the Record Date.

The number of New Shares that will be issued to each applicant will be calculated by dividing the dollar value provided by the Issue Price, subject to any scale-back if valid applications for more than $2 million of Shares are received under the SPP

Fractions of New Shares will not be issued by the Company. Any fraction of a New Share will be rounded up to the nearest whole number of New Shares. Applications may be rejected by the Company as described in section 14.

Cluey Ltd | SPP | Offer Booklet

6. Can I transfer my right to purchase New Shares?

No. The offer under the SPP is non-renounceable. This means that you cannot transfer your right to acquire New Shares under the SPP to anyone else.

7. Will New Shares issued under the SPP rank equally with my existing Shares?

Yes. New Shares issued under the SPP will rank equally in all respects with existing Shares on issue on the Issue Date.

8. What is the Issue Price of the New Shares?

Eligible Shareholders are being offered the opportunity to subscribe for New Shares under the SPP at the Issue Price of $1.15 per New Share. The Issue Price represents a:

5.7% discount to the closing price on ASX of Shares on Friday, 27 August 2021 (ie of $1.22 per Share); and
2.3% discount to the VWAP of Shares calculated over the last five days preceding the date the SPP was first announced and in which trades in Shares were recorded on ASX (ie of $1.165).

An investment in New Shares is a speculative investment.

Investors under the SPP should note that the market price of Shares might rise or fall between the date of this SPP offer and the date the New Shares are issued to you (ie on the Issue Date). This means that the price you pay for a New Share may be greater or less than the market price of Shares at the time those New Shares are issued.

The current Share price can be obtained from ASX at www.asx.com.au.

Your application for New Shares, once made, is irrevocable and may not be withdrawn even if the market price of Cluey’s Shares falls below the Issue Price.

The offer to acquire New Shares under the SPP is not a recommendation.

Before you decide whether to participate in the SPP, Cluey recommends that you seek independent financial advice from your broker, accountant or other professional adviser without delay.

9. How do I apply for New Shares under the SPP?

To apply for New Shares under the SPP, an Eligible Shareholder must make a BPAY® payment or EFT by using the reference number shown on, and following the instructions set out in, their personalised Application Form. Payment must be received in cleared funds by 5pm (Sydney time) on the Closing Date. Eligible Shareholders are not required to submit their personalised Application Form.

Applications received after 5pm (Sydney time) on the Closing Date will not be accepted.

Applications and any payments received under the SPP may not be withdrawn once they

Cluey Ltd | SPP | Offer Booklet

have been received. Application money will not bear interest in any circumstances.

By applying for New Shares under the SPP and regardless of whether you apply for New Shares by making your payment by BPAY® or EFT, you:

(a) are deemed to have accepted the offer under the SPP and irrevocably and unconditionally agreed to the Terms and Conditions;
(b) warrant that all details and statements in your completed personalised Application Form are true and complete and not misleading;
(c) acknowledge that no interest will be paid on any application money held pending the issue of New Shares or subsequently refunded to you;
(d) confirm that you are lawfully permitted to apply for New Shares and that you are not applying for New Shares on behalf of any person not so permitted;
(e)
acknowledge and agree that:
(i) you are not in the United States and are not acting for the account or benefit of any US Person;
(ii) the New Shares have not been, and will not be, registered under the Securities Act (or any other Act);
(iii) you have not, and will not, send this SPP Offer Booklet or any materials relating to the SPP to any person who is not a resident of Australia or New Zealand;
(iv) if in the future you decide to sell New Shares issued to you, you will only do so in the regular way for transactions on ASX where neither you nor the person acting on your behalf know, or have reason to know, that the sale has been pre-arranged with, or that the purchaser is, a US Person; and
(v) if you are acting as a trustee, nominee or custodian, each beneficial holder on whose behalf you are participating for New Shares is a resident in Australia or New Zealand, and you have not sent this SPP Offer Booklet or any materials relating to the SPP to any person outside of Australia or New Zealand;
(f) agree to be bound by the Company’s constitution (as in force from time to time);
(g) acknowledge that none of Cluey, its officers, employees, advisers or agents, has provided you with any financial product or investment advice or taxation advice in relation to the SPP, or has any obligation to provide such advice;
(h) authorise Cluey and its offers and agents to do anything on your behalf necessary or desirable for New Shares to be issued to you in accordance with the Terms and Conditions;
(i) without limiting clause 9(h), authorise Cluey and its officers and agents to correct minor or easily rectified errors in, or omissions from, your Application Form and

Cluey Ltd | SPP | Offer Booklet

to complete the Application Form by the insertion of any missing minor detail; and

(j) acknowledge that Cluey may at any time determine that your application for New Shares is valid, in accordance with the Terms and Conditions, even if your Application Form is incomplete, contains errors or is otherwise defective.

10. What are the participation costs of the SPP?

No brokerage or other transaction costs are payable by participants in the SPP. These costs will be paid by Cluey.

11. When will I receive the New Shares?

Cluey intends to issue the New Shares under the SPP as soon as reasonably practicable after the Closing Date and will apply for quotation of these shares on ASX.

It is expected that New Shares will be issued under the SPP on Monday, 4 October 2021 and will be quoted on ASX on a normal settlement basis on Tuesday, 5 October 2021.

You should receive your updated holding statement shortly after the Issue Date.

12. I have several holdings. Can I purchase a separate parcel of New Shares for each holding?

No. If you receive more than one offer to participate in the SPP (for example, because you hold your Shares in more than account), the maximum you may still invest under the SPP in all capacities is $30,000. If you are a custodian however, see section 13 below.

If two or more persons are registered on the Company’s register as jointly holding Shares, they are taken to be a single registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder.

13. What do I do if I am a custodian?

If you are a custodian holding Shares as at the Record Date on behalf of one or more persons who reside in Australia or New Zealand (each, a participating beneficiary), you may apply for up to a maximum of $30,000 worth of New Shares for each participating beneficiary.

You must submit a Custodian Certificate that contains further certifications and details as required by the ASIC Instrument to [email protected] before your Application Form will be accepted. Applications by custodians that are not accompanied by a Custodian Certificate will be rejected.

By applying as a custodian on behalf of participating beneficiaries to purchase New Shares, you certify (amongst other things) that each participating beneficiary has not exceeded the $30,000 limit as required by the ASIC Instrument.

To request a Custodian Certificate or to obtain further information about the custodian application process, please contact the Share Registry during business hours on business days on 1300 288 664 or +61 2 9698 5414.

Cluey Ltd | SPP | Offer Booklet

Custodians must not participate in the SPP on behalf of, and must not distribute this SPP Offer Booklet or any documents relating to the SPP to, any US Person.

A custodian will be ineligible to participate in the SPP if their participation would be in breach of the ASIC Instrument.

For the purposes of the SPP, a custodian is a “ custodian ” as that term is defined in the ASIC Instrument.

Custodians should request a “ Custodian Certificate ” from the Share Registry when making an application on behalf of a participating beneficiary.

If you hold Shares as a trustee or nominee for another person, but are not a custodian, you cannot participate for beneficiaries in the manner described in this section 13.

14. Scale back and the $2 million SPP “cap”

The SPP (which is underwritten (as to which, see section 15 below)) aims to raise gross proceeds of up to (and is capped at) $2 million.

To manage this $2 million “cap” and to comply with the terms of the ASIC Instrument, it may be necessary to scale back an Eligible Shareholder’s application, particularly if more than $2 million of New Shares are applied for under the SPP. At this stage, the Company intends to apply the scale back by giving priority to applications received on a “first-come, first-served” basis, however the final decision on how any scale back is conducted will be in the Board's sole discretion. This means that the Company may reject applications which are received after the Company has received valid applications from Eligible Shareholders which together amount to applications for a total of $2 million worth of New Shares. Accordingly, Eligible Shareholders who wish to apply for New Shares under the SPP are encouraged to do so as soon as is possible.

Please note, Cluey reserves the right to scale back any application in any manner it sees fit and for any reason. If Cluey is required to scale back your application, you will receive less New Shares than you applied for. However, the excess application money which was not applied by the Company to purchase New Shares will be refunded to you either by direct credit (if the Company has your bank account details) or by cheque as soon as practicable after the Issue Date and without interest.

15. Underwriting

The Joint Lead Managers are, subject to the terms of the Underwriting Agreement, obliged to subscribe (or procure subscriptions) for any shortfall arising under the SPP[5] . The Joint Lead Manager’s underwriting obligation under the Underwriting Agreement is subject to a number of conditions, warranties, undertakings and termination events that are customary for an agreement of this nature. On completion of the SPP, the Company will be required to pay the Joint Lead Managers an underwriting and management fee of $80,000.

Given that the issuance of shares to the underwriter of a securities purchase plan is not

5 A “shortfall” will arise under the SPP if Eligible Shareholders collectively apply for less than $2million worth of New Shares under the SPP.

Cluey Ltd | SPP | Offer Booklet

covered by Exception 5 of ASX Listing Rule 7.2, any New Shares the subject of any shortfall will only be issued by the Company to the Joint Lead Managers:

(a) if the Company has sufficient ASX Listing Rule 7.1 and/or ASX Listing Rule 7.1A placement capacity; or
(b) following receipt of Shareholder approval at a future general meeting of the Company at which Shareholders approve the making of the issue of New Shares the subject of the shortfall to the Joint Lead Managers.

16. Changes and Termination

The Company may change or terminate the SPP or the Terms and Conditions at any time, whether because of a change of law, ASIC requirements, ASX requirements or policy or any other circumstance relevant to the SPP or the Company. If Cluey terminates the SPP, it will notify ASX and refund any application moneys received (without interest).

17. Refusal of applications and refunds

The Company reserves the right to reject any application for New Shares or issue a fewer number of New Shares subscribed for under the SPP by any applicant in the Company’s absolute discretion, including if:

the Company has received applications from Eligible Shareholders which together amount to $2 million or more;
the Company believes that the Terms and Conditions have not been complied with by a particular applicant;
the applicant is not an Eligible Shareholder; or
the application might otherwise breach applicable law or the ASX Listing Rules.

If the amount paid by an applicant by cheque, bank draft or money order is not equal in value to the number of New Shares applied (for at the Issue Price) in their personalised Application Form, the Company may, in its absolute discretion, either refund in full the application money (and not issue any New Shares to that applicant) or issue to that applicant the number of New Shares which may be issued based on the payment made, and refund any excess application money to that applicant.

18. Discretion and Disputes

The Company reserves the right to waive strict compliance with the Terms and Conditions including incorrect completion of an Application Form. Any powers or discretions of the Company may be exercised by the directors of the Company or any delegate of them. The Company may determine, in any manner it thinks fit, any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP whether generally or in relation to any participant or application. A determination made by Cluey will be conclusive and binding on all participants and other persons to whom the determination relates.

Cluey Ltd | SPP | Offer Booklet

19. Privacy

By applying for New Shares under the SPP, you acknowledge that you will be providing personal information to the Company and the Share Registry. The Company and the Share Registry may collect personal information to process your application for New Shares, implement the SPP and administer your Shareholding. The personal information held by the Register is also used to facilitate payments and corporate communications (including financial results, annual reports and other information to be communicated to Shareholders) and to ensure compliance with legal and regulatory requirements, including Australian taxation laws and the Corporations Act.

Chapter 2C of the Corporations Act requires information about you as securityholder (including your name, address and details of the securities you hold) to be included in the Company’s public register (which is maintained by the Share Registry). This information must continue to be included in the public register even if you cease to be a securityholder.

Your personal information may be disclosed to joint investors, the Share Registry, to securities brokers, to third party service providers, including print and mail service providers, technology providers and professional advisers, to related entities of Cluey and its agents and contractors, and to ASX and other regulatory authorities, and in any case, where disclosure is required or allowed by law (which may include disclosures to the Australian Taxation Office and other government or regulatory bodies or where you have consented to the disclosure). In some cases, the types of organisations referred to above to whom your personal information may be disclosed may be located overseas.

A copy of the Company’s privacy policy is available by contacting the Company’s CFO & Company Secretary, Mr Greg Fordred during business hours on +61 1300 182 000.

20. Currency

Any reference to “$” is a reference to the lawful currency of Australia.

21. Risks

An investment in New Shares is subject to investment and other known and unknown risks, some of which are beyond the control of Cluey, including possible loss of income and capital invested. Cluey does not guarantee any particular rate of return or the performance of Cluey and nor does it guarantee the repayment of capital from Clue or any particular tax treatment. This Offer Booklet should also be read in conjunction with Clue’s continuous and periodic disclosures given to ASX which are available on ASX’s website at www.asx.com.au. Past performance should not be relied upon as (and is not) an indication of future performance.

22. Not a prospectus or disclosure document

This Offer Booklet is not a prospectus or disclosure document under the Corporations Act and has not (and will not) be lodged with ASIC or any other regulatory authority.

A cooling-off regime does not apply in relation to the acquisition of New Shares. This means that you cannot withdraw your application once it has been submitted.

Cluey Ltd | SPP | Offer Booklet

23. New Zealand

The New Shares are not being offered or sold to the public in New Zealand other than to registered holders of Shares as at 7pm (Sydney time) on the Record Date. The SPP is being made in reliance on and pursuant to the Financial Markets Conduct Act 2013 (NZ) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (NZ). This Offer Booklet has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and does not, contain all the information that a product disclosure statement is required to contain under New Zealand law.

24. Governing Law

The SPP is governed by the laws in force in New South Wales. By participating in the SPP, you submit to the non-exclusive jurisdiction of the courts of that jurisdiction.

25. Where can I obtain further information in relation to the SPP?

If you have any questions about the Terms and Conditions, how to make an application under the SPP or in relation to the SPP more generally, please contact the Share Registry on 1300 288 664 or on +61 2 9698 5414, in each case during business hours.

None of the Company, the Share Registry, the Joint Lead Managers or any of their respective officers, employees, agents or professional advisers are or are to be taken to be, giving any securities recommendation or investment advice in relation to the SPP and nor do any of them have any obligation to do so.

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CLUEY LTD | ACN 644 675 909

All Registry Communication to:

GPO Box 5193, Sydney NSW 2001 1300 288 664 (within Australia) +61 2 9698 5414 (international) [email protected] www.automicgroup.com.au

SRN/HIN: [HolderNumber] ASX Code: CLU Record Date: 7:00pm (AEST) 27 August 2021

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SHARE PURCHASE PLAN APPLICATION FORM

IMPORTANT: CLOSING DATE 5.00PM (AEST) ON 28 SEPTEMBER 2021 (UNLESS VARIED)

1: APPLICATION

Cluey Ltd ( Company ) is offering its shareholders the opportunity to purchase up to A$30,000 of fully paid ordinary shares in the Company ( New Shares ) by way of a share purchase plan ( SPP ) ( Offer ). The price under the SPP is $1.15 per New Share (Issue Price) . Other than as defined in this Application Form, capitalised terms have the same meaning as defined in the Offer Booklet. Eligible Shareholders may apply for any one of the following parcels described below:

	Subscription Amount	Shares to be allotted calculated at the SPP Price
Minimum application	A$1,000	870
Other ($1,000 / 870 Shares increments, i.e. $1,000, $2,000, $3,000, etc.)	A$____	____
Maximum application	A$30,000	26,087

2: PAYMENT: You can pay either by BPAY or Electronic Funds Transfer “EFT”

Option A – BPAY Option B – Electronic Funds Transfer (EFT)

Biller Code:TBC	The unique reference which has been assigned to your
	Application is: [HolderId]-[CAId]-CLU
Ref No:[BPayCRN]	Funds are to be deposited directly to following bank account:
	Account name:Automic Pty Ltd Account BSB:TBC
	Account number:TBC
Contact your financial institution to make your payment from your h i t	Swift Code:WPACAU2S

Contact your financial institution to make your payment from your cheque or savings account.

Important: You must quote your unique reference as your payment reference/ description when processing your EFT payment. Failure to do so may result in your funds not being allocated to your application and shares subsequently not issued. Note: You do not need to return this form if you have made payment via EFT. Your unique reference will process your payment to your application electronically.

Note: You do not need to return this form if you have made payment via BPAY®. Your BPAY® reference number will process your payment to your shareholding electronically.

The Company encourages participants in the Share Purchase Plan to apply for the Shares by BPAY® or EFT to avoid the handling of paper Application Forms and to overcome potential mail delays.

3: PROVIDE YOUR CONTACT DETAILS & ELECT TO BE AN E-SHAREHOLDER

Return to our Share Registry by email to [email protected]

	Telephone Number Contact Name (PLEASE PRINT) ( ) Email Address

INSTRUCTIONS FOR COMPLETION OF THIS FORM

The SPP is offered exclusively to all eligible shareholders (including Custodians), being registered holders of Shares as at the Record Date with a registered address in Australia or New Zealand ( Eligible Shareholders ).

If the Company rejects or scales-back an application or purported application, the Company will return to the Shareholder the relevant application monies, without interest.

HOW TO APPLY FOR NEW SHARES UNDER THE SPP

Application

1 Application As an Eligible Shareholder, you can apply for up to a maximum of $30,000 worth of New Shares. Eligible Shareholders can select one of the following parcels prescribed overleaf.

In order to comply with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, the maximum value of New Shares each Eligible Shareholder (irrespective of the size of their shareholding) may apply for under this Offer is $30,000 (including through joint holding(s), multiple share accounts or any holding in which they have a beneficial interest/s). This limit will apply even if you receive more than one offer from the Company (for example, because you are a joint holder of shares or because you hold more than one shareholding under separate share accounts).

If the Company receives an amount that does not equal one of the amounts specified overleaf the Company may accept the payment at their discretion and refund any excess Application money (without interest) to the Eligible Shareholder. If the Company receives a subscription of over $30,000 worth of New Shares by an Eligible Shareholder through multiple applications or joint holdings, the Company may refund any excess Application money (without interest) to the Eligible Shareholder.

No fractions of New Shares will be issued. Any fraction of a New Share will be rounded up to the nearest whole number of New Shares (where applicable).

2 Payment

Payment by BPAY: You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. To BPAY® this payment via internet or telephone banking use your reference number quoted on the front of this form. Multiple acceptances must be paid separately.

If you make a payment by BPAY and the Company receives an amount which is not a multiple of $1,000 between $1,000 and $30,000, the Company may accept the payment at their discretion. Your payment must be for a minimum of A$1,000. Payment must be received by the Share Registry by 5:00pm (AEST) on 28 September 2021.

You do not need to return this form if you have made payment via BPAY®. Your BPAY® reference number will process your payment to your shareholding electronically and you will be deemed to have applied for such shares for which you have paid.

Payment by EFT: You can make a payment via Electronic Funds Transfer “EFT”. Multiple acceptances must be paid separately. Applicants should be aware of their financial institution’s cut-off time and any associated fees with processing a funds transfer.

If you make a payment by EFT and the Company receives an amount which is not a multiple of $1,000 between $1,000 and $30,000, the Company may accept the payment at their discretion. Your payment must be for a minimum of A$1,000. Payment must be received by the Share Registry by 5:00pm (AEST) on 28 September 2021.

Please ensure you use your unique reference located on the reverse page. This will ensure your payment is processed correctly to your application electronically.

Applicants should be aware of their financial institution’s cut-off time (the payment must be made to be processed overnight) and it is the Applicant’s responsibility to ensure funds are submitted correctly by the closing date and time. The Company and the Share Registry accept no responsibility for delayed or misdelivered Application Forms or payments. You do not need to return this form if you have made payment via EFT. Your unique reference will process your payment to your application electronically.

The Company encourages participants in the Share Purchase Plan to apply for the Shares by BPAY® or EFT to avoid the handling of paper Application Forms and to overcome potential mail delays.

3 Contact Details

As a valued shareholder in Cluey Ltd, you can help minimise the costs of printing and mailing by electing to receive all shareholder communications electronically. This will ensure you receive all future important shareholder communications in a faster and more secure way. Please enter your details and return to our Share Registry by email to [email protected].

IMPORTANT INFORMATION

This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this Application Form, please consult a professional adviser.
If you do not wish to purchase New Shares under the SPP, there is no need to take action.
Please ensure you have read and understood the terms and conditions of the SPP in the Offer Booklet and this section entitled "Important Information" before making payment by BPAY® or EFT.
The offer for New Shares under the SPP is non-renounceable. Applications can only be accepted in the name printed on the Application Form.
If you are a custodian, trustee or nominee within the meaning of “Custodian” as defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, you must complete and submit an additional schedule that contains further certifications and details (Certificate) that must be provided before your application will be received. The Custodian Certificate can be obtained by contacting the Share Registry on the telephone below, and the completed copy must be emailed to [email protected]. Applications received by Custodians that are not accompanied by the Certificate will be rejected.
For applicants that are not required to complete the Certificate, by making payment by BPAY® or EFT, you certify that the aggregate of the payment paid by you for:
the parcel of New Shares indicated on this Application Form or BPAY® payment; and
any other New Shares applied for by you, or which you have instructed a custodian to acquire on your behalf under the SPP or any other similar arrangement in the 12 months prior to making payment by BPAY® does not exceed A$30,000.
The maximum subscription limitation of $30,000 will apply even if an Eligible Shareholder has received more than one Application Form (whether in respect of a joint holding or because the applicant has more than one holding under separate security accounts).
The Company reserves the right to make amendments to this Application Form where appropriate.
Applicants are not assured of receiving the shares for which they have applied as the Company may scale back applications in its discretion. 10. By making payment of application monies, you certify that:
you wish to apply for New Shares under the SPP as indicated on this Application Form;
you received a copy of the Offer Booklet and you have read and understood the terms and conditions of the SPP;
you agree to be bound by the Constitution of the Company and the terms and conditions of the SPP;
you agree to accept any lesser number of New Shares than the number of New Shares applied for; and
you are not in the United States and are not acting for the account or benefit of a person in the United States and have not sent any offering materials relating to the SPP offer to any person in the United States.

If you require further information about the SPP, please contact Automic on 1300 288 664 or +61 2 9698 5414 between 9:00am and 5:00pm (AEST).

AI assistant

CLUEY LTD — Capital/Financing Update 2021

64660_rns_2021-09-07_f9ac6eb2-22ce-4441-bb69-741569d340c9.pdf

ASX Announcement

Share Purchase Plan

ABOUT CLUEY

Cluey key facts:

Share Purchase Plan

Opening date: Wednesday, 8 September 2021

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Opportunity to participate in Cluey’s Share Purchase Plan

Issue Price

Participation

Underwriting

How to apply

Robert Gavshon AM Chairman

SPP Terms and Conditions

Key dates for the SPP :

1. What is the SPP?

2. How much will be raised under the SPP and how will the funds be used?

3. Am I eligible to participate in the SPP?

4. Do I have to participate?

5. How much can I invest and how many New Shares will be issued to me?

6. Can I transfer my right to purchase New Shares?

7. Will New Shares issued under the SPP rank equally with my existing Shares?

8. What is the Issue Price of the New Shares?

9. How do I apply for New Shares under the SPP?

10. What are the participation costs of the SPP?

11. When will I receive the New Shares?

12. I have several holdings. Can I purchase a separate parcel of New Shares for each holding?

13. What do I do if I am a custodian?

14. Scale back and the $2 million SPP “cap”

15. Underwriting

16. Changes and Termination

17. Refusal of applications and refunds

18. Discretion and Disputes

19. Privacy

20. Currency

21. Risks

22. Not a prospectus or disclosure document

23. New Zealand

24. Governing Law

25. Where can I obtain further information in relation to the SPP?

CLUEY LTD | ACN 644 675 909

All Registry Communication to:

SHARE PURCHASE PLAN APPLICATION FORM

IMPORTANT: CLOSING DATE 5.00PM (AEST) ON 28 SEPTEMBER 2021 (UNLESS VARIED)

1: APPLICATION

2: PAYMENT: You can pay either by BPAY or Electronic Funds Transfer “EFT”

Option A – BPAY Option B – Electronic Funds Transfer (EFT)

3: PROVIDE YOUR CONTACT DETAILS & ELECT TO BE AN E-SHAREHOLDER

INSTRUCTIONS FOR COMPLETION OF THIS FORM

HOW TO APPLY FOR NEW SHARES UNDER THE SPP

Application

You do not need to return this form if you have made payment via BPAY®. Your BPAY® reference number will process your payment to your shareholding electronically and you will be deemed to have applied for such shares for which you have paid.

IMPORTANT INFORMATION

More from CLUEY LTD

CLUEY LTD Capital/Financing Update 2021