CLUEY LTD — Interim / Quarterly Report 2021

Jul 20, 2021

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

ASX Announcement

21July 2021

Cluey June 2021 Quarterly Activities Report and Appendix 4C

Cluey Ltd (ASX: CLU) (“Cluey” or the “Company”) is pleased to release its Appendix 4C Quarterly Cashflow Report and Quarterly Activities Report for the quarter ending 30 June 2021.

Cluey was admitted to the ASX on 9 December 2020, however the year-to-date amounts in the Appendix 4C represent the 12 months of activities from 1 July 2020 to 30 June 2021. The financial year end audit of the FY21 results is underway and the audited financial statements will be released in August 2021. Preliminary financial results contained in this Report remain subject to completion of the FY21 audit process.

Highlights & key business activities

• 135% increase on revenue[1] compared to the prior corresponding period (“Q4 FY2020”) (“PCP”), to $5.6 million

• 135% increase in student sessions compared to the PCP, to 88,241

• 37% increase in cash receipts from customers to $6.2 million for the quarter, compared to Q3 FY2021

• 105% increase in New Students (with a session) compared to PCP, to 5,757

• Cluey selected as one of four providers for $337 million NSW government tutoring program

• Announcement of launch into first offshore market, with expansion into New Zealand

Growth in all key metrics

Revenue Q4	New Students Q4
$5.6m +135% PCP	5.8k +105% PCP
Student sessions Q4	Variable CAC per New Student Q4
88k +135% PCP	$552 +7% PCP(see commentary below)

The business continued to perform well during the quarter achieving:

• New students (with a session) of 5,757, an increase of 105% on the PCP.

• Record number of student sessions of 88,241, an increase of 135% on the PCP.

1 Revenue amounts disclosed are preliminary and remain subject to completion of the FY21 audit.

Cluey Ltd ABN: 65 644 675 909 L8 / 51 Pitt Street Sydney NSW 2000

• Variable CAC[2] per new student of $552, an increase of 7% on the PCP and in line with forecast[3] , notwithstanding the 135% increase in the number of new students and 250% increase in brand investment. In Q4FY2021, 14% of the overall media spend was spent on brand activity compared to 4% in the PCP.

• Revenue[4] (excluding GST) in Q4FY2021 was $5.6M, an increase of 135% on the PCP. For the full year FY2021 revenue totalled $15.9M, an increase of 226% on FY2020.

==> picture [142 x 13] intentionally omitted <==

----- Start of picture text -----

Annual Revenues ($'000)
----- End of picture text -----

==> picture [359 x 159] intentionally omitted <==

----- Start of picture text -----

18,000
15,870
16,000
14,000
12,000
10,000
8,000
6,000 4,869
4,000
2,000 901
-
FY19 FY20 FY21
----- End of picture text -----

Operating and Investing activities

Cluey, via its wholly owned subsidiary, Cluey Learning Pty Ltd ACN 620 549 019, has continued to provide personalised online tutoring and educational support to Australian school students in the quarter.

Significant cash receipts and payments (inclusive of GST where applicable) disclosed in the Appendix 4C include:

• Cash receipts from customers of $6.2 million in the quarter, representing growth of 37% on cash receipts of $4.5 million in Q3 FY2021, and growth of 133% on cash receipts of $2.7 million in the PCP. Total cash receipts for the twelve months to 30 June 2021 were $17.8 million.

• Cash payments for advertising and marketing (including the payment of accruals and prepayments) in the quarter of $3.4 million, and $8.8 million for the twelve months to 30 June 2021. Cash payments for advertising and marketing increased 36% from $2.5 million in Q3 FY2021.

• Cash payments to staff and tutors disclosed in cash flow from operating activities in the quarter of $5.3 million, and $19.9 million for the twelve months to 30 June 2021. Disclosed in cash flow from investing activities is an additional $0.4 million of cash

2 Variable CAC (customer acquisition costs) per student is a non-IFRS measure used for management purposes which represents variable acquisition expenditure for a period divided by new students with a session in the same period. Variable acquisition expenditure is calculated based on total marketing expenses (including brand spend), plus learning advisor (sales) employment costs and commission (included in employee benefits expense).

3 Being the Q4FY2021 component of the annual forecast provided in the Prospectus.

4 Revenue amounts disclosed are preliminary and remain subject to completion of the FY21 audit.

Cluey Ltd

payments to staff in the quarter in relation to the development of content and technology platform intangible assets.

Cluey selected for NSW Government school tutoring program

During the quarter, the Company announced it was one of four providers chosen to deliver the New South Wales Government’s COVID intensive learning support program (COVID ILSP). The four approved providers were subject to a rigorous procurement process to provide services.

Cluey’s participation in the $337 million program will commence in high priority schools in Term 3 2021.

Cluey expects to deliver this program to a range of schools and has invested in schoolspecific customer acquisition capabilities to support this initiative. This includes the appointments of a Head of School Partnerships to focus on sales and marketing, and staff to support schools, facilitate onboarding and program management.

Since its inception, Cluey has delivered more than 300,000 online tutoring sessions to school students in Australia. Its systems, processes and learning analytics are uniquely configured to deliver this program at scale.

The financial impact of the selection cannot be stated as it is dependent on take-up. However, it is significant validation of Cluey’s services and provides meaningful opportunity into building the Cluey brand.

New Zealand launch

Subsequent to the quarter, the Company announced its first launch in offshore markets, with Cluey’s expansion into New Zealand. The services will soft launch in Q2FY2022, with a full rollout planned for Q3FY2022. New Zealand represents an opportunity to expand Cluey’s addressable market and validate the Company’s capabilities to extend its operations across multiple geographies, time zones and currencies, and with different curricula.

Cluey anticipates the New Zealand market could contribute between 10-15% incremental revenue to Cluey over time. Customer acquisition, activation and retention will primarily be driven via Cluey’s existing sales and marketing resources, capabilities and strategies. Cluey will augment its existing inbound Call Centre personnel with some New Zealand based operators to assist with higher volume of leads. Cluey will utilise all its existing technology and platforms to deliver the service, using localised learning programs and content aligned to the New Zealand curriculum and delivered by New Zealand tutors.

Confirms two new appointments to its Education Advisory Board (EAB)

During the quarter, Cluey announced two new appointments to its EAB - Professor Rosalind Dixon and Mr Andrew Pierpoint.

The EAB is an independent body, established at Cluey’s inception, to oversee its rigorous educational governance framework. Professor Dixon and Mr Pierpoint will join continuing members Professor Chris Tisdell of UNSW and Professor Garry Falloon of Macquarie University, who has been appointed as the new Chair of the EAB.

Cluey Ltd

Professor Dixon and Mr Pierpoint replace two retiring members of the EAB, Professor William Lovegrove AO and the EAB’s inaugural Chair, Professor Ian Young AO, who is now serving on the Board of Cluey.

Use of funds

The Company prepared the Prospectus in relation to the Offer of 25.1 million shares at an issue price of $1.20 per share to raise $30 million.

In Section 1.8 of the Prospectus, the Company provided a proposed use of funds statement. The table below only shows the use of funds from the date of admission to the ASX (however the Appendix 4C YTD column covers the period from 1 July 2020 to 30 June 2021).

Use of funds	Total per the Prospectus $m	Actual expenditure 8/12/20 to 30/6/21 $m	Commentary
Sales & Marketing	10.9	8.0	In line with expectations
Product, Customer Care, Education & Technology	5.8	3.4	In line with expectations
Expenses associated with the IPO	3.4	3.3	In line with expectations – note that all IPO costs are included, including those incurred prior to 8/12/20
Working Capital	9.9	0.0	Currently funded from working capital reserves prior to the IPO
Total	30.0	14.7

Total cash on hand as at 30 June 2021 was $28.0 million.

Payments to Directors and Related Parties

During the quarter, the following payments to Directors and Related Parties were made:

• $114,677 included in cashflows from operating activities. These payments were to Executive Directors for net salary and fees, and expense reimbursements, and to Non-Executive Directors for fees.

---

Cluey key facts:

• Cluey provides support for students in years 2-12 in Mathematics and English and years 11-12 in Chemistry, as well as test preparation for NAPLAN and Literacy and Numeracy Test for Initial Teacher Education.

• Through regular live online tutoring sessions, Cluey’s learning model is underpinned by personalised and tailored programs, content mapped to the national and state curricula, targeted tutor feedback and comprehensive reporting to students and parents.

• Cluey’s platform captures > 100,000 data points in every learning session to deliver valuable data-driven insights in teaching and learning using proprietary analytics.

• Cluey is headquartered in Sydney, Australia. At the end of June 2021, Cluey had 118.4 full-time equivalent staff and 1,114 qualified tutors.

Cluey Ltd

Cluey 4Q Results Webinar

Cluey is pleased to announce that Mark Rohald (CEO) and Greg Fordred (CFO) will be hosting an investor webinar at 11:00am (AEST) on Wednesday 21 July 2021 for the period ending 30 June 2021.

Investors can register for the webinar via the following link: https://us02web.zoom.us/webinar/register/WN_e0yCiR80TT-msXB9AYeaKw

Investors can submit questions prior to the webinar to simon@nwrcommunications.com.au or do so via the Q&A function on Zoom.

ENDS

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

For enquiries please contact:

Investors

Mark Rohald Greg Fordred CEO CFO & Company Secretary investor.relations@clueylearning.com investor.relations@clueylearning.com

ABOUT CLUEY

Cluey is an innovative, ASX-listed Edtech company that combines education, technology and data to deliver quality education outcomes and an enhanced experience for students. Cluey has a highly experienced management team and Board with a track record of building successful education businesses and is supported by an Independent Education Advisory Board comprising four eminent independent education sector thought leaders.

Cluey has been recognised in the prestigious HolonIQ inaugural list of most innovative Edtech companies in Australia.

Cluey Ltd

Cluey Ltd

ASX: CLU

Appendix 4C

Quarterly cashflow report for entities subject to Listing Rule 4.7B

Name of entity

Name of entity
ClueyLtd
ABN 65 644 675 909	Quarter ended("currentquarter")
	30 June 2021
Consolidated statement of cash flows	Current quarter $A'000	Year to date (12 months) $A'000
1. Cash flows from operating activities 1.1 Receipts from customers 1.2 Payments for: (a) research and development (b) product manufacturing and operating costs (c) advertising and marketing (d) leased assets (e) staff costs1 (f) administration and corporate costs 1.3 Dividends received 1.4 Interest received 1.5 Interest and other costs of finance paid (refer item 3.9) 1.6 Income taxes paid 1.7 Government grants and tax incentives 1.8 Other (provide details if material) - IPO related costs 1.9 Net cash from/ (used) operating activities	6,233 0 0 0 (3,366) (73) (5,340) (892) 0 50 0 0 0 (39)	17,801 0 0 0 (8,797) (319) (19,919) (3,766) 0 148 0 0 359 (1,322)
	(3,427)	(15,815)

1 Staff costs (item 1.2) include payments to tutors for their service in the provision of online tutoring, and excludes staff costs capitalised and shown in investing cash flows

2. Cash flows from investing activities 2.1 Payments to acquire or for: (a) entities (b) businesses (c) property, plant and equipment (d) investments (e) intellectual property2 (f) other non-current assets 2.2 Proceeds from disposal of: (a) entities (b) businesses (c) property, plant and equipment (d) investments (e) intellectual property (f) other non-current assets 2.3 Cash flows from loans to other entities 2.4 Dividends received 2.5 Other (provide details if material) 2.6 Net cash from/ (used in) investing activities	0 0 (32) 0 (411) 0 0 0 0 0 0 0 0 0 0 0	0 0 (112) 0 (871) 0 0 0 0 0 0 0 0 0 0 0
	(443)	(983)

2 Payments to acquire intellectual property (item 2.1(e)) includes staff costs capitalised as intangible assets, $460k in the YTD balance has been reclassified from operating activities

Cluey Ltd

ASX: CLU

Consolidated statement of cash flows	Consolidated statement of cash flows	Current quarter	Year to date
			(12 months)
		$A'000	$A'000
3.	Cash flows from financing activities
3.1	Proceeds from issues of equity securities (excluding	23	30,091
	convertible debt securities)3
3.2	Proceeds from issue of convertible debt securities	0	9,505
3.3	Proceeds from exercise of options	0	0
3.4	Transaction costs related to issues of equity securities or convertible	(6)	(2,435)
	debt securities
3.5	Proceeds from borrowings	0	0
3.6	Repayment of borrowings	0	0
3.7	Transaction costs related to loans and borrowings	0	0
3.8	Dividends paid	0	0
3.9	Other (provide details if material) - interest and compensation	0	(6,229)
	payments relating to convertible debt securities
**3.10 **	Net cash from/ (used in) financing activities	17	30,932

Consolidated statement of cash flows	Current quarter $A'000	Year to date (12 months) $A'000
3. Cash flows from financing activities 3.1 Proceeds from issues of equity securities (excluding convertible debt securities)3 3.2 Proceeds from issue of convertible debt securities 3.3 Proceeds from exercise of options 3.4 3.5 Proceeds from borrowings 3.6 Repayment of borrowings 3.7 Transaction costs related to loans and borrowings 3.8 Dividends paid 3.9 3.10 Net cash from/ (used in) financing activities Transaction costs related to issues of equity securities or convertible debt securities Other (provide details if material) - interest and compensation payments relating to convertible debt securities	23 0 0 (6) 0 0 0 0 0	30,091 9,505 0 (2,435) 0 0 0 0 (6,229)
	17	30,932
3Proceeds from issues of equity securities (item 3.1) includes settlement of employee loans and release of associated Treasury shares
4. Net increase / (decrease) in cash and cash equivalents for the period 4.1 Cash and cash equivalents at beginning of period 4.2 4.3 4.4 4.5 Effect of movement in exchange rates on cash held 4.6 Cash and cash equivalents at end ofperiod Net cash from / (used in) operating activities (item 1.9 above) Net cash from / (used in) investing activities (item 2.6 above) Net cash from / (used in) financing activities (item 3.10 above)	31,878 (3,427) (443) 17 0	13,891 (15,815) (983) 30,932 0
	28,025	28,025
5. Reconciliation of cash and cash equivalents at the end of the quarter (as shown in the consolidated statement of cash flows)to the related items in the accounts	Current quarter $A'000	Previous quarter $A'000
5.1 Bank balances 5.2 Call deposits 5.3 Bank overdrafts 5.4 Other (provide details) 5.5 Cash and cash equivalents at end of quarter (should equal item 4.6 above)	1,525 26,500 0 0	3,368 28,510 0 0
	28,025	31,878
6. Payments to related parties of the entity and their associates		Current quarter $A'000
6.1 6.2 6.3 Aggregate amount ofpayments to relatedparties and their associates included in item 3 Aggregate amount of payments to related parties and their associates included in item 1 (refer to quarterly activity report for further details) Aggregate amount of payments to related parties and their associates included in item 2		115 0 0

Cluey Ltd

ASX: CLU

7.	Financing facilities	Total facility at quarter end $A'000	Amount drawn at quarter end $A'000
7.1 7.2 7.3 7.4 7.5 7.6	Loan facilities 0 0 Credit standby arrangements 0 0 Other (please specify) 0 0 Total financing facilities 0 0 Unused financing facilities available at quarter end 0 Include in the box below a description of each facility above, including the lender, interest rate, maturity date and whether it is secured or unsecured. If any additional financing facilities have been entered into or are proposed to be entered into after quarter end, include a note providing details of those facilities as well.	0 0 0	0 0 0
		0	0
			0
	None
8.	Estimated cash available for future operating activities		$A'000
8.1 8.2 8.3 8.4 8.5 8.6	Net cash from / (used in) operating activities (item 1.9) (3,427) Cash and cash equivalents at quarter end (item 4.6) 28,025 Unused finance facilities available at quarter end (item 7.5) 0 Total available funding (item 8.2 + item 8.3) 28,025 Estimated quarters of funding available (item 8.4 divided by item 8.1) 8 If item 8.5 is less than 2 quarters, please provide answers to the following questions: 8.6.1 Does the entity expect that it will continue to have the current level of net operating cash flows for the time being and, if not, why not?		(3,427) 28,025 0
			28,025
			8
	Answer: n/a
	8.6.2 Has the entity taken any steps, or does it propose to take any steps, to raise further cash to fund its operations and, if so, what are those steps and how likely does it believe that they will be successful?
	Answer: n/a
	8.6.3 Does the entity expect to be able to continue its operations and to meet its business objectives and, if so, on what basis?
	Answer: n/a

Compliance statement

• 1 This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A.

• 2 This statement gives a true and fair view of the matters disclosed.

Date: 21 July 2021

Authorised by: the Board of Cluey Ltd