CLUEY LTD — Share Issue/Capital Change 2023

Dec 3, 2023

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

CLUEY LTD

Date of this announcement

Monday December 04, 2023

The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
New class - code	OPTION EXPIRING 30-NOV-2028 EX $0.15	7,426,000	30/11/2023
to be confirmed
New class - code	PERFORMANCE RIGHTS EXPIRING	4,550,000	30/11/2023
to be confirmed	30-NOV-2028

Refer to next page for full details of the announcement

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

CLUEY LTD

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ABN

Registration number

65644675909

1.3 ASX issuer code

CLU

1.4 The announcement is

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New announcement

1.5 Date of this announcement

4/12/2023

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 2 - Issue details

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2.1 The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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does not have an existing ASX security code ("new class")

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Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B

ASX +security code New class - code to be confirmed	+Security description OPTION EXPIRING 30-NOV-2028 EX $0.15
+Security type	ISIN code
Options

Date the +securities the subject of this notification were issued 30/11/2023

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Mark Rohald	Mark Rohald	1,000,000
Matteo Trinca	Matteo Trinca	1,000,000
Trevor McDougall	Trevor McDougall	600,000
Greg Fordred	Gregory Fordred	580,000

Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1?

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Yes

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

The material terms of the Cluey Omnibus Incentive Scheme (2023 Plan) were previously lodged with ASX on 9 October 2023, "Notice of Annual General Meeting / Proxy Form". https://www.asx.com.au/markets/trade-our-cash-market/announcements.clu

Options Details

+Security currency

AUD - Australian Dollar

Exercise price AUD 0.15000000

Expiry date 30/11/2028

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

Other

Description

On exercise of these options, Cluey Ltd Ordinary Fully Paid Shares (ASX:CLU) will be issued.

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

The material terms of the Cluey Omnibus Incentive Scheme (2023 Plan) were previously lodged with ASX on 9 October 2023, "Notice of Annual General Meeting / Proxy Form". https://www.asx.com.au/markets/trade-our-cash-market/announcements.clu

Any other information the entity wishes to provide about the +securities the subject of this notification

Options will vest as follows: 50% on the first anniversary of the grant date, and 50% on the second anniversary of the grant date.

Issue details

Number of +securities

7,426,000

ASX +security code +Security description

New class - code to be confirmed PERFORMANCE RIGHTS EXPIRING 30-NOV-2028

+Security type

ISIN code

Other

Date the +securities the subject of this notification were issued

30/11/2023

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP

Name of registered holder Number of +securities

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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

Mark Rohald Mark Rohald 500,000
Matteo Trinca Matteo Trinca 675,000
Trevor McDougall BT McDougall Pty Ltd 700,000
Greg Fordred Shreg Pty Ltd 750,000
----- End of picture text -----

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

The material terms of the Cluey Omnibus Incentive Scheme (2023 Plan) were previously lodged with ASX on 9 October 2023, "Notice of Annual General Meeting / Proxy Form". https://www.asx.com.au/markets/trade-our-cash-market/announcements.clu

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

The material terms of the Cluey Omnibus Incentive Scheme (2023 Plan) were previously lodged with ASX on 9 October 2023, "Notice of Annual General Meeting / Proxy Form". https://www.asx.com.au/markets/trade-our-cash-market/announcements.clu

Any other information the entity wishes to provide about the +securities the subject of this notification

Performance rights are issued with nil exercise price. Vesting is subject to a vesting Milestone of Cluey Ltd achieving the first positive financial year operating cashflow result. If the Milestone is not achieved by 30 June 2028 the Performance Rights will lapse.

Issue details

Number of +securities

4,550,000

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
CLU : ORDINARY FULLY PAID	201,613,568

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
CLUAI : OPTION EXPIRING 03-MAY-2026 EX $1.10	561,333
CLUAL : OPTION EXPIRING 21-JUL-2027 EX $0.50	185,001
New class - code to be confirmed : OPTION EXPIRING 30-NOV-2028 EX $0.15	7,426,000
New class - code to be confirmed : PERFORMANCE RIGHTS EXPIRING 30-NOV-2028	4,550,000

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? Yes

5.1a Select the number of the applicable exception in Listing Rule 7.2

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