• Cluey to acquire 100% of Education Futures Group, holding company of Art of Smart group
• $4.5 million fully underwritten entitlement offer to fund acquisition and provide growth capital
• Combination of Cluey's online scale, technology and customer acquisition with Art of Smart's in-person learning model

Cluey Ltd has entered into a binding terms sheet to acquire 100% of the issued capital of Education Futures Group Pty Ltd ('EFG'), holding company of the Art of Smart group of companies, for a maximum consideration of $6.5 million. The acquisition is expected to provide new product offerings to meet existing demand for in-person learning, deliver high lifetime value and average revenue per student, enable Art of Smart to access Cluey's customer acquisition capability, leverage Cluey's data and expertise, and benefit the combined business through synergies. Cluey also announces a $4.5 million (before costs) equity raising via a fully underwritten 2 for 11 pro-rata non-renounceable entitlement offer at an offer price of $0.07 per new share. The funds will be used to fund the tranche 1 cash component of the completion payment, integration and transaction costs, as well as provide growth capital to support the company's growth initiatives. The acquisition is subject to entry into a definitive share sale agreement, satisfactory due diligence and other conditions precedent.

Cluey will have pro-forma net cash of approximately $6.8 million on completion of the Entitlement Offer after proceeds are applied to support the Proposed Acquisition.