• Cluey to acquire 100% of Education Futures Group, holding company of Art of Smart
• Acquisition consideration of up to $6.5 million, part-cash and part-scrip
• Completion subject to satisfaction of various conditions precedent

Cluey Ltd ('Cluey') (ASX: CLU) has entered into a binding and definitive share purchase agreement ('Share Purchase Agreement') to acquire 100% of the issued capital of Education Futures Group Pty Ltd ('EFG'), holding company of the Art of Smart group of companies ('AOS Group'). The Share Purchase Agreement replaces the binding terms sheet previously announced on 6 November 2025. Completion of the Share Purchase Agreement is subject to the satisfaction (or waiver) of various conditions precedent. Subject to Completion occurring, the maximum consideration payable under the Share Purchase Agreement is $6.5 million, structured as a part-cash and part-scrip completion and earnout payment. Part of the funds to be raised under the Entitlement Offer will, subject to Completion occurring, be used to fund the cash Tranche 1 completion payment and integration costs associated with the Acquisition. The Entitlement Offer is due to close at 5pm (Sydney time) on 10 December 2025, and subject to the satisfaction (or waiver) of various conditions precedent, Completion of the Acquisition is anticipated to occur on or around 9 January 2026.

Subject to Completion occurring, the maximum consideration payable under the Share Purchase Agreement is $6.5 million, structured as a part-cash and part-scrip completion and earnout payment, payable over the financial years ending 30 June 2026 and 30 June 2027.