CLUEY LTD — Investor Presentation 2021

Aug 29, 2021

CLUEY LTD (CLU)

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LIVE TUTOR
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30 AUGUST 2021

FY21 RESULTS, ACQUISITION AND CAPITAL RAISING

DISCLAIMER

This presentation is not a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (Cth) ("Corporations Act") or under any law of any other jurisdiction. Accordingly, this presentation will not be lodged with the Australian Securities & Investments Commission ("ASIC"). This presentation should not be read in isolation. Instead, it should be read in conjunction with Cluey's other periodic and continuous disclosures lodged with ASX and which are available at www.asx.com.au.

This presentation is the sole responsibility of and has been prepared by Cluey in connection with a proposed institutional placement of new shares to be made to "exempt" investors (and without disclosure under Chapter 6D of the Corporations Act) and subsequently in relation to a proposed offer of new shares to eligible existing shareholders to be made in accordance with the requirements of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547.

Reliance should not be placed on any information or opinion contained in this presentation and, subject only to any legal or regulatory obligation to do so, Cluey does not have any obligation to correct or update the contents of this presentation. By receiving this presentation, you acknowledge and agree that you understand the contents of this disclaimer and that you agree to abide by its terms and to submit to the non-exclusive jurisdiction of the courts of New South Wales in respect of any disputes arising out of, or relating to, this presentation.

An investment in Cluey shares is subject to known and unknown risks, some of which are beyond the control of Cluey. Cluey does not guarantee any particular rate of return or the performance of Cluey, nor does it guarantee any particular tax treatment. Past performance of Cluey is not

an indication of future performance. Persons receiving this presentation should have regard to the key risk factors set out in Appendix B of this presentation.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This presentation may not be distributed or released in the United States.

This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be illegal.

The shares to be offered and sold under the placement have not been, and will not be, registered under the U.S. Securities Act of 1933 ("Securities Act") or the securities laws of any state or other jurisdiction of the United States. Accordingly, no shares must be offered or sold in the United States except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act and any other applicable U.S. state securities law.

NON-IFRS FINANCIAL INFORMATION

The Cluey Ltd Group results are prepared under Australian Accounting Standards, and also comply with International Financial Reporting Standards (‘IFRS’). This presentation includes certain non-IFRS measures. These measures are used internally by management to assess the performance of the business, make decisions on the allocation of resources and assess operational performance. Non-IFRS measures have not been subject to audit or review, however, all items used to calculate these non-IFRS measures have been derived from information used in the preparation of the reviewed financial statements.

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1

TABLE OF CONTENTS

FY21 snapshot and overview 1. of Cluey

Offer summary, transaction funding and 4. financial impact

Acquisition of Code Camp and 2. strategic rationale

Appendix A - International 5. offer restrictions

FY21 full year results and outlook

Appendix B – Key risks - acquisition and offer risks

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EXECUTIVE SUMMARY

• Cluey Ltd ( Cluey or CLU ) delivered revenue of $15.9m in FY21 exceeding the prospectus forecast of $15.5m

• • Gross profit margins increased from 48% in FY20 to 54% in FY21

FY21 results

• New students increased by 134% to 17,832

• Number of student sessions increased by 198% to 250,613

• • Variable acquisition expenditure per new student decreased 28% to $563

• Cluey has entered into a binding agreement to acquire 100% of the shares on issue in Codecamp Holdings Pty Ltd ( Code Camp ) ( Acquisition or the Transaction )

• • Consideration consists of A$1.3m in cash and A$6.7m in CLU ordinary shares to be issued at the share price being the 30-day VWAP of CLU at the date of signing binding agreement (“ CLU Shares Consideration ”)

• Transaction details • Part of the CLU Shares Consideration will be issued on completion on 1 October 2021 and the balance after Shareholder approval at the forthcoming Annual General Meeting, in accordance with ASX Listing Rules

• • 100% of the CLU Shares Consideration will be subject to a 12-month voluntary escrow period. ~39.3% of the CLU Shares Consideration will be subject to a 24month voluntary escrow period

• • Code Camp provides courses mainly for primary school children relating to coding and other digital skills

• • Revenue is primarily via B2C channels (with parents paying), however revenues are also obtained from B2B (schools and corporates)

• Introduction to • Prior to COVID-19, courses were held at school holiday camps and through after-school programs. Due to COVID-19 courses are being shifted online

• Code Camp • Pre COVID-19, operating holiday camps at ~120 schools, and after-school programs at ~80 schools, with the majority in NSW, followed by VIC

• • Pre COVID-19, ~5,000 students per quarter were attending Code Camp camps and after-school courses

• • • Fit with existing customers Consistent with M&A strategy

• • •

• Strategic rationale Large market & complementary revenue streams High growth potential • • Countercyclical to existing Cluey business Significant synergies

• The Transaction will be funded via:

Funding

• the issue of approximately A$6.7 million worth of CLU Shares Consideration to the Code Camp vendors to be issued at the share price being the 30-day VWAP of CLU at the date of signing binding agreement

• an underwritten placement of new shares by CLU to raise A$12.0m (“ Placement ”) and an underwritten share purchase plan to raise a further A$2.0m (“ SPP ”) to raise gross proceeds of A$14.0 million (together the “ Offer ”)

• The Proceeds from the Placement and SPP will also be used to accelerate the growth of Code Camp and support additional growth opportunities

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FY21 snapshot and 01 overview of Cluey

OVERVIEW OF CLUEY

CLUEY AUGMENTS TRADITIONAL SCHOOLING FOR YEAR 2-12 STUDENTS ACROSS AUSTRALIA WITH A RANGE OF COMPREHENSIVE ONLINE LEARNING SUPPORT SERVICES

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Online learning support services includes:

• Live online 1-to-1 and small group tutoring, mapped to local curriculum

• A proprietary adaptive learning platform that supports each individual student’s needs and learning progression

• Full national coverage for school years 2-10 in Maths and English and 11-12 in Maths, English and Chemistry

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K-12 is the largest education segment in Australia (~4.0m students):

• The tutoring, test preparation and academic support markets are highly fragmented and traditional

• Parents and students are increasingly seeking outside-of-school support to supplement their learning

• There is a clear and accelerating shift to online learning

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Cluey is defining and leading this sector:

  - Data and proprietary learning analytics used to optimise every interaction and the learning experience

  - Continuous refinement and optimisation of existing services

  - Designing, developing and testing new/adjacent service offerings

• NAPLAN and LANTITE test preparation

• & asynchronous online practice sets

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FY21 SNAPSHOT

CLUEY CONTINUES TO BENEFIT FROM THE ACCELERATED TAKE-UP OF ONLINE TUTORING AS A RESULT OF THE SHIFT TO ONLINE LEARNING IN AUSTRALIAN SCHOOLS

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380,000 2.3x
Student increase in New
sessions [1] students in FY2021
1,114 (vs FY2020) 3.0x
active tutors in increase in number
June 2021 of sessions in
FY2021 (vs FY2020)
$2,100/$1,100 3.3x
Life-time revenue (LTR) increase in
and life-time value (LTV) per revenue in FY2021
new student consistent (vs. FY2020)
for last 12 months
$563 3.7x
Variable CAC in increase in gross
FY2021, down 28% profit [2] in FY2021
from $787 in FY2020 (vs. FY2020)
Notes:
1. Cumulative Student sessions from inception to 30 June 2021 6
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Acquisition of Code Camp 02 and strategic rationale

WHAT IS CODE CAMP?

MA JOR PROVIDER OF CODING AND DIGITAL SKILLS FOR SCHOOL CHILDREN IN AUSTRALIA

Code Camp provides courses for primary school children relating to coding and other digital skill sets

~80% Revenue via B2C channels (with parents paying)

~20% Revenue via B2B channels (schools and corporates)

Prior to COVID-19, courses comprised mainly face-to-face school holiday camps and after-school programs

COVID-19 has started to shift courses to online

Average class size is 15 students, ~2 staff in attendance

Operates camps at ~120 schools and after-school programs at ~80 schools, with the majority in NSW, followed by VIC

Pre COVID-19, ~5,000 students per quarter were attending Code Camp holiday camps and after-school programs

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WHAT IS CODE CAMP?

MA JOR PROVIDER OF CODING AND DIGITAL SKILLS FOR SCHOOL CHILDREN IN AUSTRALIA

• 100,000+ students have experienced Code Camp

• Every student creates their own shareable app, game, website, stop-motion animation, DJ tracks, or YouTube films

• ~400 teaching staff each season located across Australia

• Sponsorships from:

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• Programs with corporates including Macquarie Bank, Deloitte, Accenture, Zip, Sky, Telstra, ANZ and CBA for employees’ children

• Developed ‘Code Camp World’ as a 24/7 SaaS offering

• Launched across Australia and trials in the UK and Europe

• A lean team of 15 FTEs, leveraging proprietary tech platforms

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STRATEGIC RATIONALE

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• FIT WITH EXISTING LARGE MARKET & CONSISTENT WITH CUSTOMERS REVENUE STREAMS M&A STRATEGY

• • Strong demand • ~2.3 million students • Consistent with from existing Cluey in Code Camp’s key Cluey’s M&A strategy customers for digital target market skills • Strategy targets • School holiday camps expanding

• • Coding part of school provide revenue capabilities in the curriculum but streams during broader learning insufficient teaching Cluey’s quietest support market know-how months • Code Camp is Cluey’s

• • Common customer • After-school first move into the base provides programs targeting large co/extra significant ~9,600 Australian curricular learning opportunities schools space

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• HIGH GROWTH SIGNIFICANT POTENTIAL SYNERGIES

• • • Strong underlying Opportunities in market dynamics leveraging Cluey sales and marketing

• Identified growth strategies include:

• strategies include: Cross / up sell and

• • bundling migrating more opportunities

• online

• • • broaden offering Shared platforms

• leverage Cluey sales and marketing

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FIT WITH CLUEY CUSTOMER BASE

STRONG OPPORTUNITY ACROSS THE COMBINED CUSTOMER BASE

RESULTS FROM RESEARCH[1]

Coding is part of the national school curriculum, with key challenges:

• poorly taught (if at all)

• teachers can’t code and coders don’t want to teach

Cluey research indicates strong demand from within the Cluey customer base:

• besides English and Maths, Coding is the next largest subject that parents are willing to pay for across all school years

Provides a range of benefits for Cluey:

• coding/digital skills are in increasing demand

• same customers (parents, students & schools)

• opportunity to grow revenues through new customers and two-way cross sell; increase LTV

• integrated marketing and sales resulting in lower CAC

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Notes: 1. Cluey VOC Research October 2018 Base: Customers, n=74; Tier 1, n=56

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LARGE MARKET AND COMPLEMENTARY REVENUES

HOW BIG IS THE MARKET IN AUSTRALIA?

CODE CAMP REVENUES COUNTERCYCLICAL TO CLUEY’S REVENUES

Code Camp predominantly operates in the Australian out-of-school primary school segment (K to 6) where there are ~2.3 million students

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3,000,000
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School holiday market (~80% of revenue):

• Students typically have between 12 to 15 weeks of holidays per annum (depending on type of school)

• Code Camp deliver holiday camps at ~120 schools

• Pricing:

• $240-$270 for a 2-day program

• $350-$390 for a 3-day program

• Peak revenue period for Code Camp is in school holidays – Cluey’s low season

After & in-school market (~20% of revenues):

• ~9,600 schools in Australia

• Operate after & in-school programs at ~80 schools, with an average of 12 students per location

• Pricing - $260 per 8-week term (for one day per week of after-school)

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2,500,000
2,000,000
1,500,000
1,000,000
500,000
0
Jan-20 Mar-20 May-20 Jul-20 Sep-20 Nov-20 Jan-21 Mar-21 May-21
Code Camp Revenue Cluey Revenue Combined revenues
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CONSISTENT WITH M&A STRATEGY

“CLUEY ACADEMY”[1]

CLUEY IS A LEARNING SUPPORT COMPANY WITH A CURRENT FOCUS ON THE TUTORING AND TEST PREPARATION SEGMENT

M&A strategy aimed at future growth and acquisitions with a focus on expanding capabilities across the learning support sector:

• curriculum aligned (eg asynchronous and synchronous content, study guides, post school tutoring)

• co/extra curricular (eg study skills, digital skills, arts, languages)

Code Camp is the first acquisition in the formation of the “Cluey Academy”

• co/extra curricular courses not part of the formal schooling curriculum

Additional areas which Cluey may consider acquiring or growing organically include:

• arts

• languages

• health & wellness

• life & study skills

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Arts Academy
Drawing Film guide Photography
Code Camp
transaction
Health & Wellness Academy
Stress
Wellbeing Nutrition
management
Digital Academy
Coding Game design Animation Blogging
Videoing Robotics Gaming Droning
Languages Academy
German Japanese Mandarin Italian
Life & Skills Academy
Study skills Critical thinking Financial skills Job readiness
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Notes:

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1. “Cluey Academy” is a placeholder brand for the co/extra-curricula programs

HIGH GROWTH POTENTIAL

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CLEAR GROWTH OPPORTUNITIES FOR CODE CAMP

Underlying market dynamics

• Need for high quality after-school care and holiday camps due to parents working longer hours

• Demand for students to learn new skills and recognition that students need to be digitally literate

• Shift to online is occurring and accelerating

Identified growth opportunities

Code Camp online:

• leveraging Cluey technologies and online pedagogy to deliver more services online, one-to-one/small groups/classes & asynchronously

Broaden program portfolio:

• coding courses for older students and in new areas

Scale locations:

• grow to >500 schools across Australia

Leverage Cluey sales, marketing & brand:

• same target customer market with a large lead database and significant active student base

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SIGNIFICANT SYNERGIES

KEY OPPORTUNITY FOR SYNERGY/INTEGRATION IS IN SALES AND MARKETING

INCREASED B2C LEADS	•	Opportunity to share customer lead and student databases to drive increased enrolments for Code Camp and Cluey
	•	Utilise combined B2B sales capability to expand schools
EXPANDING SCHOOLS	•	Leverage existing Code Camp school relationships to extend Cluey’s B2B offering
CUSTOMER CONVERSION	•	Add Cluey customer conversion layer (call-centre) capability to Code Camp
LAYER
CROSS/UP SELL	•	Cross-sell and up-sell combined offerings (lower CAC and increase LTV) to same customers
SHARED PLATFORMS &	•	Value in shared technology/platforms and resources, particularly in move to online
RESOURCES		delivery

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CODE CAMP P&L

HISTORICAL PROFIT AND LOSS STATEMENT

P&L overview

• FY19 results represents estimated maintainable revenues

• FY20 and FY21 results were impacted by COVID-19

• Government related stimulus incentives

• FY20, ~$1.6m revenue lost due to cancelled holiday camps and after-school programs

• FY21, ~$2.4m revenue lost due to cancelled holiday camps after-school programs

	FY19	FY20	FY20	FY21	FY21
			COVID-		COVID-
$ millions			19 adj1		19 adj1
Total revenue	6.6	5.0	6.2	4.5	6.7
Cost of sales	(2.9)	(2.1)	(2.7)	(1.8)	(2.9)
Gross profit	3.7	3.0	3.5	2.6	3.7
Gross profit margin	56%	59%	56%	59%	56%
Operating expenses	3.3	2.6		2.2
Operating profit/ loss	0.4	0.3		0.4

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Notes:

1. Normalisations include: (a) adjustments comprising the reversal of Government grants and COVID related stimulus benefits and (b) reversal of a bad debt expense and (c) management estimates of lost revenues in relation to cancelled holiday camps and after-school programs due to COVID-19 including $1.1m of bookings that remains as unearned revenue. Code Camp FY20 (COVID-19 adjusted) revenue declined on FY19 due to a shift in focus by management from revenue growth to operating profit growth.

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FY21 full year 03 results and outlook

CLUEY CONTINUES TO DELIVER SIGNIFICANT YoY GROWTH

CLUEY EXPERIENCED STRONG GROWTH ACROSS KEY OPERATING METRICS

SUMMARY FINANCIAL RESULTS – FY21[1]

	FY21	FY20	%
Revenue	$15.9m	$4.9m	226%
Gross profit	$8.6m	$2.3m	270%
Gross profit margin	54%	48%	13%
NPAT2	($15.9m)	($16.1m)3	(1%)
New students	17,832	7,615	134%
Total variable acquisition expenditure4	$10.0m	$6.0m	67%
Variable acquisition expenditure per new student	$563	$787	(28%)
Student sessions	250,613	84,009	198%

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Notes:

Pro Forma net profit after tax as disclosed in the Prospectus

2. FY21 annual and pro forma statement of profit and loss 2. Excludes specific items including IPO and related costs

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Includes investment of $0.9million in brand spend in FY2021 to develop Cluey’s brand equity

REVENUE[1]

REVENUES EXCEEDED PROSPECTUS FORECAST DELIVERING $15.9M IN FY21

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18.0
16.0
14.0
12.0
10.0
8.0
6.0
4.0
2.0
-
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ANNUAL REVENUES ($’000)

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15.9
4.9
0.9
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FY20
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FY19
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FY21
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FY21 revenue of $15.9m,
an increase of 226% on
FY20, exceeding forecast [1]
of $15.5m by $400k (3%)
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CAGR of 320% since FY19
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Notes: 1. The annual forecast provided in the Prospectus

ACTIVE STUDENTS

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18,000 ACTIVE STUDENTS [1]
15,543
16,000
14,000
12,000
10,311
10,000
8,000
6,722
6,000
4,000 3,174
1,621
2,000
618
0
H1 H2 H1 H2 H1 H2
FY19 FY20 FY21
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STRONG AND CONTINUING INCREASE IN ACTIVE STUDENTS

• In H2 FY21, 15,543 students completed paid tutoring sessions with Cluey

• H2 FY21 Active Students was an increase of 131% on the PCP

Notes: Notes: 1. Students that completed a paid session in the period1. Students that completed a paid session in the period

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FY21 P&L

SUMMARY FINANCIAL RESULTS – FY21[1 ] VERSUS PROSPECTUS FORECAST[2]

	FY21 - Actual	FY21 - Forecast	%
Revenue	$15.9m	$15.5m	3%
Gross profit	$8.6m	$8.3m	4%
Gross profit margin	54.3%	53.8%	1%
NPAT3	($15.9m)	($14.6m)	(9%)
New students	17,832	16,000	11%
Total variable acquisition expenditure4	$10.0m	$9.1m	10%
Variable acquisition expenditure per new student	$563	$571	(1%)
Student sessions	250,613	241,348	4%

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Notes:

Excludes specific items including IPO and related costs

2. FY21 annual and pro forma statement of profit and loss 2. The annual forecast provided in the Prospectus

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1. Includes investment of $0.9million in brand spend in FY21 to develop Cluey’s long-term brand equity

CASHFLOW

CASH BALANCE BRIDGE – PROSPECTUS FORECAST[1] TO ACTUAL

Cash balance of $28.0m as at 30 June 2021

• Reduction in accounts payable and accrual balances

• Investment in media in FY2021 due to additional volume in the market at or below forecast variable CAC per new student

• Investment in brand in FY2021, the majority spent in H2FY2021 to develop Cluey’s long-term brand equity

• CAC per new student (includes media, brand and sales) and LTV per new student remain in line with forecast

• Investment in remote • Learning Advisor and working capability Customer Support (technology and resources to support software licences) growth in students and in

• • Investment in new anticipation of step product development change in students and and technology to roll sessions in FY22 out new services (Schools and New Zealand)

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Notes: 1. The forecast provided in the Prospectus

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BALANCE SHEET

AS AT 30 JUNE 2021

$’Million	30-Jun-21
Cash and bank balance 28.0 Other current assets 1.1
Total current assets 29.1
Plant and equipment 0.1 Intangible assets 1.3
Total assets 30.5
Trade and other payables 3.6 Provisions 0.6 Contract liabilities 0.7
Total current liabilities 4.9
Provisions (non-current) 0.1
Total liabilities 4.9
Net Assets 25.6
Issued capital 139.2 Reserves (101.7) Accumulated losses (11.9)
Total equity 25.6

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GROWTH OUTLOOK FY22

FY22 STARTED STRONGLY WITH RECORD NEW STUDENTS, SESSIONS AND REVENUE AUGUST ON TRACK TO EXCEED 45K SESSIONS AND ~$3.0M REVENUE

	ROLL OUT IN NEW ZEALAND	ROLL OUT IN NEW ZEALAND		New Zealand launch in Q2 FY22: • MVP Q2 FY22 • Full rollout Q3 FY22
	B2B SCHOOLS			Rollout of B2B service offerings: • Approved provider under NSW government tutoring in schools initiative • Development and offering of broader suite of B2B services
	SCALING THE CORE NEW SUBJECTS			Scaling the core, expansion into adjacent subject areas & enhanced senior secondary service offering: • Further optimisation and scaling of the core business • Launch into digital skills (e.g. coding) and other co-curricular areas • Expanding Y11 and 12 range of subjects • Improved service options and configuration for Y11 and 12
				• •
	M&A			Strategic M&A • First acquisition (Code Camp) • Products/services • Adjacent markets • Domestic and international • Partnerships and Licensing

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Offer summary, transaction 04 funding and financial impact

OFFER DETAILS

• An underwritten placement of new shares by CLU to raise A$12m (“ Placement ”) and an underwritten share

• Offer structure and size purchase plan to raise a further A$2m (“ SPP ”) to raise gross proceeds of A$14 million (together the “ Offer ”) • Approximately 12.2 million new fully paid ordinary shares (“ New Shares ”) to be issued • Placement and SPP will be offered at $1.15 per New Share •

• Offer price 5.7% discount to the last traded price of A$1.22 on Friday 27 August 2021 • 1.3% discount to the 5-day VWAP price of A$1.165 up to and including Friday 27 August 2021

• •

• Underwriting Fully underwritten by Canaccord Genuity (Australia) Limited and Bell Potter Securities Limited •

• Ranking All New Shares issued under the Capital Raising will rank pari passu with existing shares on issue

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ACQUISITION FUNDING

	•	A$8m purchase price
Consideration	•	A$1.3m in cash and A$6.7m in CLU ordinary shares to be issued at the share price being the 30-day VWAP of
		CLU at the date of signing binding agreement
	•	100% of the CLU Shares Consideration will be subject to a 12-month voluntary escrow period. ~39.3% of the
Escrow		CLU Shares Consideration will be subject to a 24-month voluntary escrow period.
Closing conditions	•	Subject to customary conditions precedent including no material adverse change by the Completion date
	•	The acquisition will complete on 1 October 2021
Completion	•	Part of the CLU Shares Consideration will be issued on Completion and the balance subject to Shareholder
		approval at the forthcoming Annual General Meeting, in accordance with ASX Listing Rules

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SOURCES AND USES OF FUNDING

Sources of funds	AUD $ million
Equity raising 14.0
Cash on balance sheet as at 30 June 2021 28.0
Code Camp cash on balance sheet as at 30 June 2021 1.6
Total 43.6

Uses of funds	AUD $ million
Cash consideration for Code Camp 1.3
Associated capital raise and transaction costs 0.7
Cash allocated to integration and near term growth of Code Camp 2.8
Existing / remaining cash available for working capital and future growth opportunities 38.8
Total 43.6

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PRO FORMA FINANCIAL IMPACT – INCOME STATEMENT

$ millions	Pro forma Income Statement as at 30 June 2021	Pro forma Income Statement as at 30 June 2021	Pro forma Income Statement as at 30 June 2021
	Cluey	Code Camp1	Pro forma combined Group
Revenue	15.9	4.5	20.4
Gross Profit	8.6	2.2	10.8
EBITDA2	(15.7)	0.4	(15.3)

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Notes:

1. The Code Camp Pro forma Income Statement has not been normalised for COVID-19 adjustments – see slide 16 for details of COVID-19 normalisations 2. Earnings before Interest, Taxes, Depreciation & Amortisation

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PRO FORMA FINANCIAL IMPACT – BALANCE SHEET

$ millions		Pro forma Balance Sheet as at 30 June 2021	Pro forma Balance Sheet as at 30 June 2021
	Cluey	Code Camp	Impact of the Offer	Pro forma combined
				Group
Cash and cash equivalent	28.0	1.6	12.01	41.6
Other current assets	1.1	0.2	-	1.3
Property, plant and equipment	0.1	0.1	-	0.2
Intangibles	1.3	-	-	1.3
Other non-current assets		0.1	-	0.1
Total assets	30.5	2.0	12.0	44.5
Trade and other payables	3.6	0.4	-	4.0
Provisions (current)	0.6	0.1	-	0.7
Contract liabilities	0.7	1.2	-	1.9
Provisions (non current)	0.1	-	-	0.1
Total liabilities	4.9	1.7	-	6.6
Net Assets	25.6	0.3	12.0	37.9

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Notes:

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1. $14.0m raised from the Offer, less $0.5m capital raise costs, $0.2m acquisition transaction costs, $1.3m acquisition consideration

OFFER TIMETABLE

Event	Date
Record date for SPP	7:00pm Friday, 27 August 2021
Announcement of Placement and Acquisition (in trading halt)	Monday, 30 August 2021
Placement Offer opens	Monday, 30 August 2021
Placement Offer closes	Monday, 30 August 2021
Trading halt lifted and shares recommence trading	Tuesday, 31 August 2021
Settlement of Placement	Monday, 6 September 2021
SPP Offer opens	Wednesday, 8 September 2021
SPP Offer closes	Tuesday, 28 September 2021

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APPENDICES

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S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L

APPENDIX A - INTERNATIONAL OFFER RESTRICTIONS

This presentation does not constitute an offer of New Shares by Cluey in any jurisdiction in which it would be unlawful. In particular, and except to the extent permitted below, this presentation may not be distributed to any person, and the New Shares may not be offered or sold under the Placement, in any country outside of Australia.

Hong Kong

WARNING: This presentation has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the SFO). No action has been taken in Hong Kong to authorise or register this presentation or to permit the distribution of this presentation or any other document. Accordingly, the New Shares to be offered and issued under the Placement have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person issued with New Shares may sell, or offer to

sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this presentation have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the Placement. If you are in doubt about any contents of this document, you should obtain independent professional advice.

New Zealand

This presentation has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 ("FMC Act"). Furthermore, the New Shares are not being offered or sold under the Placement in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who:

• is an investment business within the meaning of clause 37 of Schedule 1

• of the FMC Act;

• meets the investment activity criteria specified in clause 38 of Schedule 1

• of the FMC Act;

• is large within the meaning of clause 39 of Schedule 1 of the FMC Act;

• is a government agency within the meaning of clause 40 of Schedule 1 of

• the FMC Act; or

• is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

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APPENDIX A - INTERNATIONAL OFFER RESTRICTIONS continued

Singapore

United States

This presentation and any other materials relating to the Placement have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this presentation and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, and nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the SFA), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This presentation may not be distributed or released in the United States.

This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be illegal.

The New Shares to be offered and sold under the Placement have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, no New Shares may be offered or sold in the United States except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act and any other applicable U.S. state securities law.

If you are in Singapore, this presentation has been given to you on the basis that you are (i) an existing holder of Cluey shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) an "accredited investor" (as defined in the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this presentation immediately. You may not forward or circulate this presentation to any other person in Singapore.

No offer under the Placement is being made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to any investor who acquires New Shares under the Placement. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

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APPENDIX B - KEY RISKS - ACQUISITION AND OFFER RISKS

This section of the presentation describes some of the potential risks associated with Cluey's business, the industry in which it operates, and the risks associated with an investment in its shares.

Cluey is subject to risk factors that are both specific and those that are more general in nature. Any of these risk factors may, if they eventuate, have an adverse effect on Cluey's business, financial position, operating and financial performance, growth and/or the value of its shares.

a rapid level of growth in a relatively short period of time, there is no guarantee that Cluey will be able to achieve the same level of rapid growth in the future. The ability to profitably scale Cluey's business in Australia and potentially other markets is dependent on Cluey both expanding its existing customer and tutor bases and retaining existing and new customers for repeat use of Cluey's services.

Loss of key management personnel

Many of the circumstances giving rise to these risks and the occurrence of consequences associated with each risk are partially or completely outside of Cluey's control. This section of the presentation should be read in conjunction with Cluey's other disclosures to ASX.

Cluey has to date relied on the collective skills and expertise of a limited number of top management executives. Retaining these key management personnel in their current position is critical to Cluey's short- and mediumterm success.

The selection of risks set out below is based on an assessment of a combination of the probability of the risk occurring and the impact of the risk if it did occur. The assessment is based on the knowledge of Cluey's directors as at the date of this presentation.

Speculative nature of investment

Customer acquisition, retention risk and competitive pricing

Cluey's growth depends on its ability to attract new students to use its products and services (including those new products and services which it will deploy following completion of the Acquisition) and to increase the level of engagement by existing students.

Any potential investor should be aware that subscribing for New Shares involves various risks. The New Shares to be issued pursuant to the Offer carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those shares. An investment in New Shares should therefore be considered speculative.

Cluey may be unable to scale its business and achieve profitability

Cluey's ability to increase revenue and achieve profitability is dependent on its ability to profitably scale (whether by organic growth or by acquisition) its business in its key markets. While Cluey has been successful in achieving

Cluey may not succeed in attracting more students to its services or the use of its learning platform and if students do not increase their level of engagement with the platform, revenues may grow more slowly than expected or decline.

Cluey may be unable to maintain and grow its student user base if it is unable to offer competitive prices for its products and services. If Cluey fails to expand its user base, its business, financial and operating performance and condition would be adversely affected.

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APPENDIX B - KEY RISKS - ACQUISITION AND OFFER RISKS

History of losses and uncertainty on future profits

Cluey has reported net losses since listing on ASX and is expected to continue to experience net losses in the future. As it pursues profitability, Cluey expects to make ongoing investments in the development and expansion of its business (including by acquisition) and as such operating expenses may increase. Cluey may not succeed in increasing revenues sufficiently to offset these higher expenses resulting in continued unprofitability.

Competition

Cluey expects that existing competitors and new entrants to the outside-ofschool K-12 education segment will constantly revise and improve their business models in response to challenges from competing businesses, including Cluey. If these or other market participants introduce new or improved delivery of online K-12 education and technology-enabled services that Cluey cannot match or exceed in a timely or cost-effective manner, Cluey's business, financial condition and performance and profitability (if applicable) may be adversely affected.

Cluey's systems and platforms may be disrupted, become redundant, cease to operate efficiently, or fail

Cluey is reliant on the performance, reliability and availability of its technology platforms, communications systems, servers, the internet, hosting services and the cloud-based environment in which it provides its services (whether provided in-house or sourced from third parties). There is a risk that these systems may be adversely affected by various factors such as damage, faulty or aging equipment, power surges or failures, computer viruses, or misuse by staff or contractors. Other factors such as hacking, denial of service attacks, or natural disasters may also adversely affect these systems and cause them to become unavailable.

Acquisitions (including in relation to the Acquisition), expansion or growth initiatives by Cluey may not be successful

As part of its growth strategy, Cluey may investigate and undertake expansion, acquisition and other growth initiatives from time to time. The risks Cluey may face in relation to these various strategic initiatives (more generally), as well as in relation to the Acquisition (more specifically), include:

Cybersecurity and data protection

Cluey collects and holds a significant amount of personal information about its customers. Unauthorised access to, or breach or failure of, Cluey's digital infrastructure due to cyber-attacks, negligence, human error or other third-party actions, could disrupt Cluey's operations and result in the loss or misuse of data or sensitive information exposing Cluey to litigation, claims, fines and penalties and of which might have an adverse effect on Cluey's financial position and performance and/or the value of the New Shares.

• difficulty in integrating and migrating the operations, systems, technologies, employees and customers of the acquired business; • disruption to Cluey's existing business and diversion of financial and management resources on the transition and integration of the acquired business;

• difficulty in entering markets in which Cluey has limited direct or prior experience where competitors have established market positions;

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APPENDIX B - KEY RISKS - ACQUISITION AND OFFER RISKS

• potential loss of key employees, customers or suppliers of the acquired

• business;

• differences in corporate culture and expectations between Cluey and the

• acquired business;

• assumption of liabilities and incurrence of debt to fund acquisitions;

• assumption of contractual obligations that contain terms that are not

• beneficial to Cluey;

• failure to realise the anticipated synergies, economies of scale and

• increases in the revenue, margins and net profit from the acquired business;

• difficulty in accurately valuing the acquired business resulting in

• overpayment;

• incomplete or inaccurate due diligence analysis of the acquired business;

• and

• failure to obtain appropriate warranties and indemnities from the vendors

• and warranty insurance in relation to the acquired business.

Changes in curriculum and standardised testing

Cluey's ability to adapt to changes in curricula and/or standardised testing and the associated costs in doing so, may impact on Cluey's ability to retain existing customers and therefore its revenue and operating expenses.

New products or expansion into new territories may not achieve intended outcomes

expands into new territories or market segments (for example, into coding or other digital service offerings as it will do pursuant to the Acquisition), there are risks that these initiatives may result in unforeseen costs, fail to achieve expected revenue or otherwise may not achieve the intended outcomes. Cluey's plans for growth may be constrained by unforeseen issues particular to a territory or market segment, including changes to the regulatory, taxation and foreign exchange environment.

Failure to realise benefits from product development costs

Developing software and technology is expensive and often involves an extended period of time to achieve a return on investment. An important part of Cluey's business strategy is to continue to make investments in innovation and related product development opportunities, to maintain its competitive position. Cluey may not, however, receive significant revenues from these investments for several years or may not realise such benefits at all.

Reputation damage

Maintaining the strength of Cluey's reputation is important to retaining and increasing its customer base and successfully implementing its business strategy. Cluey's reputation could be affected by the actions of third parties, such as business partners, competitors, technology providers and its customer base. There is also a risk that unforeseen issues or events or unsubstantiated social media coverage may adversely affect Cluey's reputation. This may impact on Cluey's future growth and profitability.

If Cluey introduces new product or service features, products or services, or

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APPENDIX B - KEY RISKS - ACQUISITION AND OFFER RISKS

Internet availability, cost and reliability

Cluey's services require customer and tutor access to reliable internet connection. There is a risk that future access to the internet for existing and prospective customers is compromised by rising costs, unreliable connection or general unavailability in rural and remote locations. This could result in a slower adoption of Cluey's online services, which could adversely affect Cluey's future operating and financial performance.

Changes in law and regulations

Cluey may be adversely impacted by the introduction or changes in government policy, regulation or legislation applying to tutoring services and /or education providers. Failure to protect intellectual property rights Actions taken by Cluey to protect its intellectual property may not be adequate, complete or enforceable and may not prevent the misappropriation of its intellectual property and proprietary information or deter independent development of similar technologies by others. Economic and financial market conditions may deteriorate Cluey is subject to general market conditions and the risks inherent to all entities whose securities are publicly listed on a securities exchange. General economic conditions (both domestically and internationally), longterm inflation rates, exchange rate movements, interest rate movements and movements in the general market for ASX and internationally listed securities may adversely affect the market price of its shares (including the

New Shares issued under the Offer) and its ability to pay dividends. None of Cluey, its directors or any other person guarantees the market performance of the New Shares issued under the Offer or the payment of dividends.

COVID-19 pandemic

The COVID-19 pandemic has had an unprecedented impact on financial markets in Australia and worldwide. The impact of the COVID-19 pandemic has led to increased unemployment levels, deteriorating household income and worsening financial performance of businesses throughout Australia and worldwide.

The full impact of the COVID-19 pandemic is inherently uncertain and there is a risk that the economic and financial markets and business conditions could weaken. There is a risk that weak economic conditions driven by COVID-19 could impact Cluey's future financial condition, performance and/or the price or value of the New Shares.

Cluey has been a beneficiary of an increase in demand for online tutoring services as a result of restrictions applying during the COVID-19 pandemic. While the Company believes the adoption of online tutoring is sustainable and likely to increase over time, there is a risk that demand for online tutoring subsides beyond the COVID-19 pandemic.

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APPENDIX B - KEY RISKS - ACQUISITION AND OFFER RISKS

Price of Cluey's shares may fluctuate

Shareholders may suffer dilution

The price of Cluey's shares (including those issued under the Offer) on ASX may increase or decrease due to a number of factors. These factors may cause Cluey's shares to trade at prices below the issue price under the Offer. There is no assurance that the price of the New Shares will increase following their quotation on ASX. Some of the factors which may affect the price of Cluey's shares (including the New Shares) include:

• the number of potential buyers or sellers of Cluey's shares on ASX at any

• given time;

• fluctuations in the domestic and international market for listed stocks;

In the future, Cluey may elect to issue new shares, including pursuant to management and employee incentive arrangements, or engage in institutional fundraisings including to fund capital requirements or future acquisitions that Cluey may decide to make. While Cluey will be subject to the constraints of the Listing Rules regarding the percentage of its capital that it is able to issue within a 12-month period (other than where exceptions apply), some or all existing Cluey shareholders may be diluted as a result of such issues of shares and fundraisings.

Trading in shares may not be liquid

• changes in fiscal, monetary or regulatory policies, legislation or

• regulation;

• inclusion in or removal from market indices;

• the nature of the markets in which Cluey operates;

• variations in sector performance, which can lead to investors exiting one

• sector to prefer another;

• initiatives by other sector participants which may lead to investors

• switching from one stock to another; and

• general operational and business risks.

There may be relatively few potential buyers or sellers for Cluey's shares on ASX at any given time. This may increase the volatility of the market price of Cluey's shares (including the New Shares). It may also affect the prevailing market price at which Cluey shareholders are able to sell their shares. This may result in shareholders receiving a market price for their shares that is less or more than the price they paid for their shares.

Potential sell-down by existing shareholders

Shareholders whose shares are subject to escrow will be able to sell their shares once they are released from the escrow arrangements. These shareholders may wish to sell their shares as soon as their escrow period concludes. A significant sale of Cluey shares by any such shareholder (including the founding shareholders of Cluey who currently hold a significant number of Cluey shares), or the perception that such sale may occur at the end of an escrow period, could adversely impact the market price of Cluey's shares.

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APPENDIX B - KEY RISKS - ACQUISITION AND OFFER RISKS

Employment

Cluey's business relies significantly on its staff and tutors. Its Financial Statements and financial position may be affected by adverse changes to employment laws, regulations or rules. In addition, in recent times there have been large underpayments of wages and benefits identified under Australian awards and enterprise agreements. Much complexity and uncertainty exist in regard to award coverage and staff entitlements generally and consequently historical or future claims cannot be ruled out.

Taxation

There may be tax implications arising from applications for New Shares under the Offer, the receipt of dividends (both franked and unfranked) (if any) from Cluey, participation in any on-market share buy-back and on the disposal of shares.

Litigation

Cluey is subject to the usual business risk that disputes or litigation may arise from time to time in the ordinary course of its business activities. Litigation risks relating to Cluey include, but are not limited to, debtor claims, contractual claims, occupational health and safety claims, employee claims and regulatory disputes. There is a risk that material or costly disputes could affect Cluey's operation and financial performance or condition.

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CLUEY LTD (CLU)

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CONTACT US

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