CLUEY LTD — Capital/Financing Update 2024

Jul 30, 2024

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ASX Announcement

31 July 2024

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

DISPATCH OF OFFER BOOKLET

Cluey Ltd (ASX: CLU) ( Cluey or the Company ) refers to its announcement dated 24 July 2024 in relation to the Company's fully underwritten non-renounceable entitlement offer to eligible shareholders to raise up to approximately $4.5 million ( Entitlement Offer ).

Cluey is pleased to confirm that in accordance with the indicative timetable, the Offer Booklet, together with the accompanying personalised Entitlement and Acceptance Form, were dispatched today to each eligible shareholder.

Eligible shareholders are advised that the Entitlement Offer is now open for applications and will close at 5pm (Sydney time) on 14 August 2024. Eligible shareholders can access their personalised Entitlement and Acceptance Form at https://investor.automic.com.au/#/home.

Further information

Refer to htps://investorhub.clueylearning.com.au/investment-ofer/40. Please also 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.

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

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

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For enquiries please contact:

Investors

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

Cluey Ltd (ASX: CLU), an innovative, ASX-listed Edtech company that combines education and technology to deliver quality education outcomes and an enhanced experience for students. Cluey provides curriculum aligned academic support for students in Australia and New Zealand. In addition, Cluey delivers co-curricular online, holiday camps and after-school programs in Australia and the United Kingdom through its wholly owned subsidiary, Code Camp. Cluey has a highly experienced management team and Board with a track record of building successful education businesses. Cluey is headquartered in Sydney.

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 under the Entitlement Offer 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, no New Shares (or any entitlements thereto) may 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. 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 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 to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Forwardlooking 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 by other factors not currently foreseeable by management or beyond its control. Any forward-looking statements contained in this announcement speak only as of the date of this announcement.

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