CLUEY LTD — Capital/Financing Update 2024

Jul 23, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

CLUEY LTD

Announcement Type

New announcement

Date of this announcement

24/7/2024

The Proposed issue is:

A standard pro rata issue (including non-renounceable or renounceable)

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

enounceable)
		Maximum Number of
ASX +security code	+Security description	+securities to be issued
CLU	ORDINARY FULLY PAID	151,210,176

Ex date

26/7/2024

+Record date

29/7/2024

Offer closing date

14/8/2024

Issue date

21/8/2024

Refer to next page for full details of the announcement

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Appendix 3B - Proposed issue of securities

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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

ABN

Registration Number

65644675909

1.3 ASX issuer code

CLU

1.4 The announcement is

New announcement

1.5 Date of this announcement

24/7/2024

1.6 The Proposed issue is:

A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is: + Non-renounceable

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Appendix 3B - Proposed issue of securities

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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 do not have +CDIs issued over them)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities do not have +CDIs issued over them)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) The quantity of additional +securities For a given quantity of +securities to be issued held

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Appendix 3B - Proposed issue of securities

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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 151,210,176 whole number Offer price details for retail security holders In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.03000

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No

Will a scale back be applied if the offer is over-subscribed? No Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 3C - Timetable

3C.1 +Record date 29/7/2024

3C.2 Ex date 26/7/2024

3C.4 Record date

29/7/2024

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue 31/7/2024

3C.6 Offer closing date

14/8/2024 3C.7 Last day to extend the offer closing date 9/8/2024

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Appendix 3B - Proposed issue of securities

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3C.9 Trading in new +securities commences on a deferred settlement basis 15/8/2024 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 21/8/2024 3C.12 Date trading starts on a normal T+2 basis 22/8/2024 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 26/8/2024 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? Gleneagle Securities (Aust) Pty Ltd 3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? $25,000 for acting as lead manager 3E.2 Is the proposed offer to be underwritten? Yes 3E.2a Who are the underwriter(s)? Gleneagle Securities (Aust) Pty Ltd 3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)? 100% 3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)? $100,000 for acting as underwriter 3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated Refer to Entitlement Offer Booklet due to be released on ASX and sent to eligible shareholders on 31 July 2024 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 N/A

Part 3F - Further Information

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's initiatives to move toward profitability, and allow Cluey to continue to invest in targeted growth opportunities.

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Appendix 3B - Proposed issue of securities

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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 Entitlement Offer Booklet due to be released on ASX and sent to eligible shareholders on 31 July 2024

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 fees are payable (whether by Cluey or the Lead Manager) in respect of the firm in relief or sub-underwriting commitments provided in relation to the Entitlement Offer

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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