CLUEY LTD — Capital/Financing Update 2021

Aug 30, 2021

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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ASX Announcement

• 31 August 2021

CLUEY RAISES $12 MILLION UNDER INSTITUTIONAL PLACEMENT

INSTITUTIONAL PLACEMENT

Cluey Ltd ACN 644 675 909 (ASX: CLU) ( Cluey or Company ) is pleased to announce that it has received firm commitments from a number of investors to raise $12 million by way of a fully underwritten placement of 10,434,783 new Cluey shares (each, a Share ) ( Placement ).

The Placement was conducted at an issue price of $1.15 per Share, which represents a 5.7% discount to the closing price on ASX of Cluey's existing Shares on Friday, 27 August 2021 of $1.22 per Share.

The proceeds of the Offer[1] will be used by Cluey 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 Offer.

Cluey's Chief Executive Officer, Mr Mark Rohald said: "This additional capital enables us to extend our reach into the broader learning support market. We are now well placed to take advantage of a range of partnering, licensing and M&A opportunities to further accelerate our growth”.

Shares issued under the Placement are expected to settle on Monday, 6 September 2021 and be issued and commence trading on ASX on Tuesday, 7 September 2021.

Cluey's existing Shares are expected to resume normal trading on ASX from the market open, today, Tuesday, 31 August 2021.

The Placement was fully underwritten by Bell Potter Securities Limited and Canaccord Genuity (Australia) Limited.

SHARE PURCHASE PLAN

Following completion of the Placement, Cluey will also offer eligible Australian and New Zealand Shareholders the opportunity to apply for up to $30,000 in new Shares under a Share

1 The " Offer " is defined as the Placement together with the SPP.

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

Purchase Plan ( SPP ).

The issue price for the new Shares to be issued under the SPP is also $1.15 per Share. The SPP is capped at $2 million and may be subject to scale-backs in the Company's absolute discretion.

No brokerage or other transaction costs are payable for new Shares purchased by eligible Shareholders under the SPP. The SPP is also being fully underwritten by Bell Potter Securities Limited and Canaccord Genuity (Australia) Limited.

Full details in relation to the SPP will be set out in the offer booklet for the SPP which is expected to be released on ASX and sent by Cluey to eligible Shareholders on Wednesday, 8 September 2021.

SPP TIMETABLE

The proposed timetable for the SPP is as follows:

Event	Indicative Date
Record date for the SPP	7pm (Sydney) on Friday, 27 August 2021
Offer booklet for SPP sent to Shareholders	Wednesday, 8 September 2021
SPP opens	9am (Sydney) on Wednesday, 8 September 2021
SPP closes	5pm (Sydney) on Tuesday, 28 September 2021
Announcement of outcome of SPP	Wednesday, 29 September 2021
Issue of new Shares under the SPP	Friday, 1 October 2021
Quotation of new Shares issued under the SPP2	Monday, 4 October 2021
Holding statements sent to SPP participants	Tuesday, 5 October 2021

Note : The above timetable is indicative only and subject to change. The quotation of any new Shares issued under the SPP is subject to ASX approval.

ADDITIONAL INFORMATION

Further detail in relation to the Offer and the use of proceeds (including in relation to the proposed Code Camp acquisition) is set out in the Investor Presentation which Cluey released on ASX yesterday, 30 August 2021.

The Investor Presentation contains important additional information, including information in relation to the key risks that investors in Cluey may be subject to as well as the foreign selling restrictions that apply to offers made under the Placement.

This announcement has been authorised for release to ASX by Greg Fordred, CFO & Company Secretary.

2 Shares issued under the SPP will be quoted on ASX on a normal (ie "T+2") settlement basis.

Cluey Ltd

For enquiries please contact :

For enquiries please contact:
Mark Rohald	Melanie Singh
Chief Executive Officer	Investor Relations
Investor.relations@clueylearning.com	melanie@nwrcommunications.com.au

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This document may not be distributed or released in the United States.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be illegal.

The new Shares to be offered and sold under the Offer have not been, and will not be, registered under the U.S. Securities Act of 1933 ( Securities Act ) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the new Shares to be offered or sold under either component of the Offer must not be offered or sold in the United States except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act and any other applicable U.S. state securities law.

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 11-12 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