CLUEY LTD — Capital/Financing Update 2021

Aug 29, 2021

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ASX Announcement

30 August 2021

Cluey to acquire Code Camp and announces fully underwritten $14m capital raising

Highlights:

• Cluey to acquire K-12 coding and digital skills provider Codecamp Holdings Pty Ltd (“Code Camp”) for $8m

• Code Camp will broaden Cluey’s product mix, enabling a significant increase in active customers and LTV, and lower CAC

• Cluey’s online service will be extended to include B2B and B2B2C offerings, as well as enabling Cluey to offer face-to-face school holiday camps and after-school programs

• The Code Camp acquisition will be funded partly in cash ($1.3m) and the balance by the issue of 5,987,489 shares[1] at a price of $1.119 per share

• Cluey will undertake a fully underwritten equity capital raising of $14m, comprising a placement to raise $12m (“Placement”) and a subsequent Share Purchase Plan to raise a further $2m (“SPP”)

• Proceeds from the Placement and SPP will be used to support the acquisition and growth of Code Camp, and assist in funding additional growth opportunities

Cluey Ltd (ASX: CLU) (“Cluey” or the “Company”), Australia’s largest dedicated online learning support and school tutoring company, today announces the acquisition of coding and digital skills provider Code Camp. Cluey is also undertaking a fully underwritten Placement of $12m to sophisticated and professional investors. In addition, the Company will undertake a fully underwritten SPP to Eligible Shareholders to raise a further $2m. Proceeds from the Placement and SPP will be used to support the acquisition and growth of Code Camp, and assist in funding additional growth opportunities.

Cluey CEO Mark Rohald said Code Camp would help Cluey grow its customer base and provide cross-selling opportunities.

“Code Camp is a well-established business that has attracted more than 100,000 Australian schoolchildren to its school holiday and after-school coding programs since its first holiday program in 2013.”

“As the demand for coding and digital skills continues to grow, we see Code Camp as a great fit for Cluey, building on our existing tutoring and test-prep business. This will provide opportunities for us to reach a broader audience by leveraging the leads and active customer bases of both businesses. In addition, we see increased demand for broader learning support services, particularly tutoring and co-curricular educational activities.”

1 Part of the shares will be issued on completion on 1 October 2021 and the balance subject to Shareholder approval at the forthcoming Annual General Meeting, in accordance with ASX Listing Rules

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

“While tutoring is predominantly in demand during the school term, Code Camp provides a counter-cyclical revenue stream in the school holiday periods.”

About Code Camp

Code Camp was established in Sydney in 2013 and has delivered coding and digital skill courses to more than 100,000 school children across 350 Australian schools. Code Camp provides holiday camps and after-school programs, delivered face to face or online. Code Camp engages ~400 teaching staff each quarter to support the delivery of its activities.

Code Camp focusses on the primary school market comprising 2.3 million children in Australia.

Coding courses account for ~50% of Code Camp revenues, with the balance being other digital skills programs. Pre-Covid, ~5,000 students were attending its camps each quarter. Code Camp has various arrangements to deliver holiday camps at ~120 schools and to deliver after-school programs at ~80 schools.

Mr Rohald said Cluey would integrate Code Camp into its planned launch of the ‘Cluey Academy’ for co/extracurricular learning.

“The acquisition of Code Camp will create the first segment of our ‘Digital Academy’, including coding, game design, and animation,” he said.

Cluey plans to grow Code Camp’s reach to more than 500 schools by the end of CY23, integrate customer marketing and sales with Cluey, enhance and expand Code Camp’s online offering and develop coding programs for older students.

On a pro-forma basis, Cluey and Code Camp would have generated revenues of $20.4 million in FY21. This excludes an additional $2.4m in Code Camp revenues which were estimated to have been lost due to COVD-19 disruptions.

An investor presentation with further details in relation to theFY21 Results, Acquisition of Code Camp and the Placement and SPP has also been lodged with ASX today (“Investor Presentation”) .

Placement

Under the Placement, Cluey will issue 10,434,783 new Cluey shares (“Placement Shares”) at an issue price of $1.15 each, representing a 2.3% discount to the volume weighted average price of the Company’s shares as traded on the ASX over the 5 days up to and including 27 August 2021 (the last day of trading ahead of the announcement of the Placement) and a 5.7% discount to the closing share price on 27 August 2021.

The Placement 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.

The Placement Shares issued under the Placement will rank equally with existing Cluey shares on issue with effect from their date of issue.

Bell Potter Securities Limited and Canaccord Genuity (Australia) Limited are acting as Joint Lead Managers, Underwriters, and Bookrunners to the Placement and SPP.

Cluey Ltd

Share Purchase Plan

Following the completion of the Placement, Cluey will also conduct an offer of new shares (“SPP Shares”) by way of an underwritten SPP of $2m to existing shareholders in the Company 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 (“Eligible Shareholders”).

The SPP will provide each of the Eligible Shareholders with the opportunity to apply for up to $30,000 of SPP Shares at $1.15 (being the same price payable per Placement Share. 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 of the SPP Shares issued on ASX. The SPP offer booklet containing further details of the SPP is expected to be released on ASX and sent to all Eligible Shareholders on 8 September 2021.

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.

Use of funds

Cluey will have pro-forma net cash of approximately $41.6m on completion of the Offer[2] . The proceeds of the Placement and the SPP will be used to support the acquisition and growth of Code Camp, and assist in funding future additional growth opportunities.

Indicative Timetable for the Placement and SPP[3]

Indicative Timetable for the Placement and SPP3
Event	Date
Record Date for SPP	27 August 2021
Announcement of Capital Raising and Trading Halt	30 August 2021
Trading Halt lifted on the ASX	31 August 2021
Settlement of the Placement	6 September 2021
Issue and quotation of Placement Shares on ASX	7 September 2021
SPP Offer Document sent	8 September 2021
SPP Opening Date	8 September 2021
SPP Offer closes	28 September 2021
Announcement of results of SPP	29 September 2021
Issue of SPP Shares	1 October 2021
Quotation of SPP Shares on ASX	4 October 2021

2 The “ Offer ” is defined as the Placement together with the SPP

3 The timetable presented is indicative only and subject to change without notice (subject to applicable laws and the ASX Listing Rules). A reference to a date or time in the timetable is a reference to Sydney date and time.

Cluey Ltd

Additional information

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.

Webinar

Investors are invited to join a live webinar, including a Q&A session, hosted by Cluey CEO Mark Rohald, and CFO Greg Forded to discuss full year results and the acquisition of Code Camp on August 30 2021 at 2.00pm AEST. Note that the webinar will be recorded, which will be available via the same link.

Webinar link https://us02web.zoom.us/webinar/register/WN_Q2cWuHNTQl2y6WyNNXyP0A

Prior to the webinar, investors are invited to submit questions to melanie@nwrcommunications.com.au

ENDS

Authorised for release to the ASX by the Board of Cluey Ltd.

For enquiries please contact:

Mark Rohald Melanie Singh CEO 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 Placement Shares to be offered and sold under the Placement 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 Placement Shares 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 Education Advisory Board comprising four eminent independent education sector thought leaders.

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Cluey Ltd

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