CLUEY LTD — Capital/Financing Update 2023

Feb 28, 2023

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ASX Announcement

1 March 2023

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OR TO U.S. PERSONS

Capital raising to underpin Cluey’s path to profitability and execute growth opportunities

Highlights :

• Equity raising of up to approximately $10.6 million, of which $9 million has been underwritten

• Fully underwritten $2.6 million placement to institutional, professional and sophisticated investors and partially underwritten accelerated non-renounceable entitlement offer to raise up to $8.0 million

• Proceeds from the equity raising will fund growth opportunities and working capital

Equity raising:

Cluey Ltd (ASX: CLU) (“ Cluey ” or the “ Company ”) is pleased to announce it is undertaking an equity raising of up to approximately $10.6 million. The equity raising is expected to underpin Cluey’s path to profitability and provide capital for Cluey to execute targeted growth opportunities.

The equity raising is structured as:

• a fully underwritten $2.6 million placement to institutional, professional and sophisticated investors (“ Institutional Placement ”); combined with

• a 1-for-2.6 accelerated, non-renounceable entitlement offer to raise up to $8.0 million (“ Entitlement Offer ” and, together with the Institutional Placement, the “ Equity Raising ”). $6.4 million of the Entitlement Offer has been underwritten.

Both the Institutional Placement and the Entitlement Offer are being conducted at the same offer price (“ Offer Price ”), being $0.15 per new Cluey share (each, a “ New Share ”).

The Offer Price per New Share represents a:

• 37.5% discount to the last closing price of the Company’s shares on 28 February 2023, being $0.24;

• 42.1% discount to the 5-day VWAP[1] for the period ending 28 February 2023, being $0.26; and

• 41.8% discount to the TERP[2] of $0.21 per New Share.

1 The Volume Weighted Average Price (“VWAP”) for the period of five trading days ending on Tuesday, 28 February 2023 (being $0.24).

2 The The Theoretical Ex-Rights Price is the theoretical price at which Cluey shares should trade immediately after the ex-date for the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which Cluey shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not equate to TERP. TERP is calculated by reference to Cluey‘s closing price of A$0.24 on Tuesday, 28 February 2023 and the A$9.0 million underwritten component of the Equity Raising

Cluey Ltd ABN: 65 644 675 909 Suite 2, Level 2, 117 Clarence Street Sydney NSW 2000

Cluey Ltd

The Company expects to issue approximately 17.3 million New Shares in the Placement and up to approximately 53.2 million New Shares in total under the Entitlement Offer. Shares issued under the Entitlement Offer will rank equally with existing shares. Cluey will apply for quotation of the New Shares on the ASX.

Rationale for the Equity Raising

As separately announced in Cluey’s H1 FY23 results announcement on 28 February 2023, Cluey currently has $14 million cash on its balance sheet (as at 31 December 2022). Cluey has also announced a range of initiatives being implemented to accelerate Cluey’s path to profitability.

The additional capital is expected to underpin Cluey to cashflow breakeven and will allow Cluey to continue to invest in targeted growth opportunities. In particular, following the successful pilot of Code Camp in the UK, Cluey sees an opportunity to scale-up Code Camp in a measured and profitable manner.

Cluey Deputy Executive Chairman, Mark Rohald said “ The Equity Raising provides Cluey with a strong balance sheet and the capital required to achieve profitability. It will also provide the Company with the opportunity to continue to invest in growth opportunities that are consistent with our strategy. We currently see a significant opportunity to scale-up Code Camp in the UK following the highly successful pilot in this new market during H1 FY23 .”

Cluey’s Executive Chairman, Robert Gavshon and Deputy Executive Chairman, Mark Rohald, have committed to participate in the Entitlement Offer with a collective investment of up to $2.0 million, comprising both participation in the Entitlement Offer and sub-underwriting of the Retail Entitlement Offer.

Details of the Institutional Placement

Bell Potter Securities Limited and Canaccord Genuity (Australia) Limited are acting as Joint Lead Managers and Underwriters for the Institutional Placement. The Institutional Placement is fully underwritten and is being conducted via a bookbuild by the Joint Lead Managers.

Details of the Entitlement Offer

The Entitlement Offer is available to all shareholders who hold shares in Cluey on the record date (defined below) with a registered address in Australia, New Zealand, or certain other foreign jurisdictions determined by the Directors of Cluey as described in the Retail Offer Booklet to be released”.

Under the Entitlement Offer, eligible shareholders will be able to subscribe for 1 New Share for every 2.6 existing Cluey shares held as at the record date being 7.00pm (Sydney time) on Friday, 3 March 2023.

The Entitlement Offer comprises the following components:

• Institutional Entitlement Offer – Eligible institutional shareholders are invited to take up all or part of their entitlement under the institutional component of the entitlement offer.

The Institutional Entitlement Offer will open today and is expected to close at 3:00pm (Sydney time) on Thursday, 2 March 2023.

• Retail Entitlement Offer – Eligible retail shareholders will be issued with their entitlements under the Retail Entitlement Offer which can be taken up in whole or in

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Cluey Ltd

part, or in whole with the ability to subscribe for additional New Shares in excess of their entitlement, to be allocated in the top-up facility[3] .

The Retail Entitlement Offer will open on Wednesday, 8 March 2023. The Retail Entitlement Offer will be conducted at the same Offer Price and offer ratio as the Institutional Entitlement Offer.

A retail offer booklet containing information in respect of the Retail Entitlement Offer (“Retail Offer Booklet”) will be sent to eligible retail shareholders and lodged with ASX on Wednesday, 8 March 2023. Eligible retail shareholders who have nominated to receive documents from Cluey electronically will receive access via email on Wednesday, 8 March 2023 to a copy of a Retail Offer Booklet and a personalised entitlement and acceptance form. Eligible retail shareholders who have not elected to receive electronic communications will be posted a letter on Wednesday, 8 March 2023 detailing how to access the Retail Offer Booklet and their personalised entitlement and acceptance form. Entitlements to subscribe for New Shares under the Entitlement Offer cannot be traded.

Retail shareholders that are not an eligible retail shareholders are not entitled to participate in the Retail Entitlement Offer.

Bell Potter Securities Limited and Canaccord Genuity (Australia) Limited are acting as Joint Lead Managers and Underwriters of the Entitlement Offer. $6.4 million of the Entitlement Offer has been underwritten by the Joint Lead Managers.

Key Dates for the Equity Raising

Event	Date
Institutional Placement and Institutional Entitlement Offer opens	1 March 2023
Institutional Placement and Institutional Entitlement Offer closes	2 March 2023
Results of Institutional Placement and Institutional Entitlement Offer	3 March 2023
announced
Trading halt lifted and shares recommence trading on an ex-	3 March 2023
entitlement basis
Record Date for Entitlement Offer	7:00pm, 3 March 2023
Retail Offer Booklet made available and Retail Entitlement Offer	8 March 2023
opens
Settlement of Institutional Entitlement Offer and Institutional	9 March 2023
Placement
Issue and normal trading of New Shares under the Institutional
Placement and Institutional Entitlement Offer	10 March 2023
Retail Entitlement Offer Closes	21 March 2023
Announcement of results of Retail Entitlement Offer	24 March 2023
Issue of New Shares under Retail Entitlement Offer	28 March 2023

3 The allocation of additional New Shares (and/or any scale-back) will be subject to the availability of additional New Shares (i.e. if there is a shortfall under the Retail Entitlement Offer) and the Company’s absolute discretion.

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Cluey Ltd

Trading of New Shares issued under Retail Entitlement Offer	29 March 2023
commences
Despatch of holding statements in respect of New Shares issued under	30 March 2023
the Retail Entitlement Offer

Note: All dates and times above are indicative only, and Cluey reserves the right to amend any or all of these events, dates and times subject to the Corporations Act 2001 (Cth), ASX Listing Rules and the consent of the Joint Lead Managers. All times and dates are in reference to the time in Sydney, Australia. The commencement of quotation of New Shares under the Equity Raising is subject to confirmation from ASX.

Further information

Cluey expects to announce the outcome of the Institutional Entitlement Offer to the market on Friday, 3 March 2023 and will remain in a trading halt until this time.

In conjunction with this announcement, the Company has today released to the ASX a Cleansing Notice (in accordance with section 708AA(2)(f) of the Corporations Act 2001 (Cth) (as notionally modified by ASIC Corporations Instruments 2016/84 and 2016/73)), and an Appendix 3B (New Issue Announcement) in connection with the Equity Raising.

Advisers

Cluey is being advised by Grant Samuel as financial adviser, Bell Potter Securities Limited and Canaccord Genuity (Australia) Limited are the Joint Lead Managers and K&L Gates as legal counsel in respect of the Equity Raising.

Webinar details

As previously disclosed to the ASX, Mark Rohald (Executive Deputy Chair), Matteo Trinca and Trevor McDougall (Joint CEOs) and Greg Fordred (CFO) will host a webinar in relation to Cluey’s 1H FY23 financial results, and will address and respond to questions on the capital raising, at:

• Time: 12.00 pm AEDT (Sydney, Melbourne)

• Date: Thursday, 2 March 2023

• Registration link (for Q&A participation): https://us02web.zoom.us/webinar/register/WN_p2Ud5sbdStG1OHoyK6KJ_Q

Retail investor enquiries

If you have any questions in relation to the Equity Raising, please contact Cluey’s Share Registry, Automic] on 1300 288 664 (within Australia) +61 2 9698 5414 (from outside Australia) between 9.00am and 5.00pm (Sydney time) Monday to Friday.

Nothing contained in this announcement constitutes investment, legal, tax or other advice. You should make your own assessment and consult your independent broker, solicitor, accountant, financial adviser or other professional adviser in relation to the information in this announcement and any action to be taken on the basis of that information.

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ENDS

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Cluey Ltd

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

For enquiries please contact:

Investors

Mark Rohald Greg Fordred Executive Deputy Chairman CFO & Company Secretary investor.relations@clueylearning.com investor.relations@clueylearning.com

Cluey Limited (ASX: CLU), an education technology company, provides online tutoring, learning support, and co/extracurricular services in Australia. The company offers tutoring services in the areas of English, mathematics, and chemistry for primary, secondary, and senior-level students through its online tutoring platform.

Important information

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any person that is, or is acting for the account or benefit of, a ”U.S. person” (as defined in Regulation S under the U.S. Securities Act of 1933 (”U.S. Securities Act”)) (”U.S. Person”) or in any other jurisdiction in which such an offer would be illegal. The securities to be offered and sold in the Equity Raising have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, such securities may not be offered or sold, directly or indirectly, in the United States or to any person that is, or is acting for the account or benefit of, a U.S. Person unless they have been registered under the Securities Act (which Cluey has no obligation to do or procure) or are offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and the securities laws of any applicable state or other jurisdiction of the United States.

This announcement may not be released or distributed in the United States or to U.S. Persons.

This announcement includes certain forward-looking statements, including statements regarding the future strategies and results of Cluey and the opportunities available to it, the integration process and the timing and amount of synergies, the timing and outcome of the Entitlement Offer and the use of proceeds, as well as statements regarding projected earnings, revenue, growth, commodity prices, outlook, plans and strategies. Forward-looking statements can generally be identified by the use of forward-looking words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe”, “continue”, “objectives”, “outlook”, “guidance” or other similar words and include statements regarding certain plans, strategies and objectives of management, trends and outlook. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Cluey’s actual results, performance and achievements or industry results to differ materially from any future results, performance or achievements, or industry results, expressed or implied by these forward-looking statements. Forward-looking statements are based upon management’s good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect Cluey’s business and operations in the future. Cluey cannot give any assurance that the assumptions upon which management based its forward-looking statements will prove to be correct, or that Cluey’s business and operations will not be affected in any substantial manner by other factors not currently foreseeable by management or beyond its control. Any forwardlooking statements contained in this announcement speak only as of the date of this announcement.

Subject to any continuing obligations under applicable law or any relevant stock exchange listing rules, Cluey disclaims any obligation or undertaking to publicly update or revise any forward-looking statement contained in this announcement or to reflect any change in management’s expectations in that regard after the date of this announcement or because of any change in events, conditions or circumstances on which any such statement is based. No representation or warranty, express or implied, is given as to the accuracy, completeness, likelihood of achievement or reasonableness of any forecasts, projections or prospects referred to in this announcement.

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