CLUEY LTD — Capital/Financing Update 2024

Aug 18, 2024

==> picture [129 x 54] intentionally omitted <==

ASX Announcement

19 August 2024

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

RESULTS OF $4.5 MILLION ENTITLEMENT OFFER

Cluey Ltd (ASX: CLU) ( Cluey or the Company ) is pleased to advise that it has received valid applications from a total of 115 Eligible Shareholders under its previously announced 3 for 4 non-renounceable entitlement offer of new Cluey shares (each, a New Share ) to raise approximately $4.5 million ( Entitlement Offer ).

Together, these 115 Eligible Shareholders applied for a total of 91,606,587 New Shares at the Issue Price of $0.03 per share[1] . The Shortfall (equivalent to 59,603,589 New Shares) has been allocated by the Lead Manager substantially in the manner described in Sections 1.6 and 1.7 of the offer booklet for the Entitlement Offer ( Offer Booklet )[2] .

The New Shares the subject of the Entitlement Offer, which closed on Wednesday, 14 August 2024 are expected to be issued by the Company on Wednesday, 21 August 2024 with trading on ASX of those New Shares expected to commence from market open on Thursday, 22 August 2024[3] .

The approximately $4.5 million raised under the Entitlement Offer will be used to strengthen the Company’s balance sheet and provide working capital to support the Company’s profitability and growth initiatives. For further details in relation to the proposed use of funds raised, please see the Company’s investor presentation released on ASX on 24 July 2024.

Cluey Executive Deputy Chairman Mark Rohald said: “We are extremely pleased with the outcome of this capital raise. This additional capital will support our strategic initiatives and enable the company to focus on our path to profitability and accelerating growth”.

Unless otherwise defined, capitalised words and terms used in this announcement have the meanings given to them in the Offer Booklet.

1 This includes the firm in relief commitments (for a total of 78,048,778 New Shares) provided by Company founders Messrs Gavshon, Rohald and Fordred and by other existing shareholders (including Thorney and Perennial) as disclosed in Sections 1.6 and 1.7 of the Offer Booklet.

2 The shortfall of 59,603,589 (all of which was allocated by the Lead Manager) is the difference between the total number of Entitlements offered under the Entitlement Offer (151,210,176) and the total number of Entitlements that were exercised by Eligible Shareholders (91,606,587).

3 On completion of the Entitlement Offer, the Company expects to have a total of 352,823,744 fully paid shares on issue. An Appendix 2A applying for quotation of all New Shares to be issued under the Entitlement Offer will be lodged on ASX on Wednesday, 21 August 2024.

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

Cluey Ltd

Further information

Based on the final allocation of the Shortfall determined by the Company and the Lead Manager, it is expected that the following Entitlement Offer participants will have the following Relevant Interests (as that term is defined in section 608 of the Corporations Act) in Cluey shares on completion of the Entitlement Offer.

Name of	Relevant Interest	Relevant Interest	New Shares	Relevant Interest	Relevant Interest
Entitlement Offer	**(Pre-**Entitlement	(as a%)(Pre-	Issuedunder	(Post-Entitlement	(as a%)(Post-
Participant	Offer)	Entitlement Offer)	Entitlement Offer	Offer)	Entitlement Offer)
Thorney	32,061,180	15.90%	38,468,286	70,529,466	19.99%
Perennial	30,143,367	14.95%	22,607,525	52,750,892	14.95%
M Rohald	19,808,967	9.83%	33,333,333	53,142,300	15.06%
R Gavshon	13,375,542	6.63%	10,031,657	23,407,199	6.63%
G Fordred	5,584,945	2.77%	11,666,667	17,251,612	4.89%
Lead Manager	Nil	Nil	Nil	N/A	N/A
Others	3,091,036	1.53%	2,318,277	5,409,313	1.53%
All other	97,548,531	48.39%	32,784,431	130,332,962	36.94%
Shareholders
Total	201,613,568	100%	151,210,176	352,823,744	100%

Since the aggregate value of the various commitments entered into prior to the commencement of the Entitlement Offer was in excess of the actual Shortfall, a decision was made to limit Thorney’s allocation of Shortfall shares to the extent necessary to ensure that its post-Entitlement Offer Relevant Interest remained below 20%[4] .

In addition, and further to the detailed disclosures provided in the Offer Booklet (and particularly in Sections 1.6 and 1.7 of the Offer Booklet), the Company confirms that:

• (firm in relief) the legally enforceable firm in relief commitments provided by Messrs Gavshon, Rohald and Fordred and by other existing shareholders (including Thorney and Perennial) amounted to a total of 78,048,778 New Shares (which is equivalent to their participant’s aggregate pro rata Entitlement for New Shares); and

• (underwriting) the legally enforceable underwriting commitment provided by the Lead Manager amounted to a total of 75,242,014 New Shares (which is more than needed to cover the difference between the total number of New Shares the subject of the Entitlement Offer (151,210,176) and the total firm in relief commitments (78,048,778)).

For completeness, the Company notes that the Lead Manager will not be issued with any New Shares on completion of the Entitlement Offer.

4 The Company does not believe that this decision has any implications on the control of the Company or on the outcome of the Entitlement Offer.

2

Cluey Ltd

Please see the Offer Booklet and the Investor Presentation for further information in relation to the Entitlement Offer.

Investor enquiries

If you have any questions in relation to the Entitlement Offer, please contact either the Company’s CFO & Company Secretary, Mr Greg Fordred via email at investor.relations@clueylearning.com or Cluey’s Share Registry, Automic on 1300 288 664 (if calling from within Australia) or on +61 2 9698 5414 (if calling from New Zealand) between 8.30am and 7pm (Sydney time) Monday to Friday.

---

ENDS

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 Ltd (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.

3