CLUEY LTD — Capital/Financing Update 2023

Feb 28, 2023

Proposed issue of securities

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Announcement Summary

Entity name CLUEY LTD

Announcement Type

New announcement

Date of this announcement

1/3/2023

The Proposed issue is: An accelerated offer A placement or other type of issue

Total number of +securities proposed to be issued for an accelerated offer

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
CLU	ORDINARY FULLY PAID	53,333,333

Trading resumes on an ex-entitlement basis (ex date) 3/3/2023

+Record date

3/3/2023

Offer closing date for retail +security holders

21/3/2023

Issue date for retail +security holders

28/3/2023

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	17,333,333

Proposed +issue date

10/3/2023

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 Registration Number ABN 65644675909

1.3 ASX issuer code

CLU

1.4 The announcement is

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New announcement

1.5 Date of this announcement

1/3/2023

1.6 The Proposed issue is:

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An accelerated offer A placement or other type of issue

1.6b The proposed accelerated offer is

Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO)

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

CLU : ORDINARY FULLY PAID

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 If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No

Details of +securities proposed to be issued

ASX +security code and description

CLU : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

Has the offer ratio been determined? Yes

The quantity of additional +securities For a given quantity of +securities

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to be issued held 10 26

What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 53,333,333 whole number

Offer price details for retail security holders

Has the offer price for the retail offer been determined?

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Yes

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.15000

Offer price details for institutional security holders

Has the offer price for the institutional offer been determined?

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Yes

In what currency will the offer be What is the offer price per +security made? for the institutional offer? AUD 0.15000 AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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Yes

Describe the limits on over-subscription

Subject to the size of the shortfall, no limit.

Will a scale back be applied if the offer is over-subscribed?

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Yes

Describe the scale back arrangements

The Company intends to scale back applications in proportion to each applicants pre-entitlement offer proportionate interest in CLU shares.

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

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Yes

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Part 3D - Timetable

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3D.1a First day of trading halt

1/3/2023

3D.1b Announcement date of accelerated offer

1/3/2023

3D.2 Trading resumes on an ex-entitlement basis (ex date) 3/3/2023

3D.5 Date offer will be made to eligible institutional +security holders

1/3/2023

3D.6 Application closing date for institutional +security holders

2/3/2023

3D.8 Announcement of results of institutional offer (The announcement should be made before the resumption of trading following the trading halt) 3/3/2023

3D.9 +Record date

3/3/2023 3D.10a Settlement date of new +securities issued under institutional entitlement offer

9/3/2023

3D.10b +Issue date for institutional +security holders

10/3/2023

3D.10c Normal trading of new +securities issued under institutional entitlement offer

10/3/2023 3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue 8/3/2023

3D.12 Offer closing date for retail +security holders

21/3/2023

3D.13 Last day to extend retail offer close date

16/3/2023

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3D.19 +Issue date for retail +security holders and last day for entity to announce results of retail offer

28/3/2023

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Joint Lead Managers - Canaccord Genuity and Bell Potter

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? Total fee of $366,000 for entitlement issue and placement for acting as lead managers and underwriters

3E.2 Is the proposed offer to be underwritten? Yes

3E.2a Who are the underwriter(s)?

Canaccord Genuity and Bell Potter

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)? 80% underwritten

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

Total fee of $366,000 for entitlement issue and placement for acting as lead managers and underwriters

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated Refer to Retail Offer booklet due to be released on ASX and sent to eligible shareholders on 8 March 2023

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Financial advisor fees of $110,000 for entitlement issue and placement

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Part 3F - Further Information

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3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

The additional capital will underpin Cluey to cashflow breakeven and allow Cluey to continue to invest in growth opportunities including the potential to scale-up Code Camp UK in a measured and profitable manner.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

All countries other than Australia and New Zealand

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

See section 1.13 of Retail Offer booklet due to be released on ASX and sent to eligible shareholders on 8 March 2023

3F.6 URL on the entity's website where investors can download information about the proposed issue

www.clueylearning.com.au

3F.7 Any other information the entity wishes to provide about the proposed issue

No

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No

3F.9 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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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? No

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description CLU : ORDINARY FULLY PAID Number of +securities proposed to be issued 17,333,333

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.15000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Part 7C - Timetable

7C.1 Proposed +issue date

10/3/2023

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? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

17,333,333

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

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? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Joint Lead Managers - Canaccord Genuity and Bell Potter

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Total fee of $366,000 for entitlement issue and placement for acting as lead managers and underwriters

7E.2 Is the proposed issue to be underwritten? Yes

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7E.2a Who are the underwriter(s)?

Canaccord Genuity and Bell Potter

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?

Fully underwritten

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

Total fee of $366,000 for entitlement issue and placement for acting as lead managers and underwriters

7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

Refer to Retail Offer booklet due to be released on ASX and sent to eligible shareholders on 8 March 2023

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Financial advisor fees of $110,000 for entitlement issue and placement

Part 7F - Further Information

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

The additional capital will underpin Cluey to cashflow breakeven and allow Cluey to continue to invest in growth opportunities including the potential to scale-up Code Camp UK in a measured and profitable manner.

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

No

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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