WHY CLEE CAPITAL?

This is taken straight from Clee Capitals own website.
https://iou249d.com/cleecapital/

Why have Clee Capital on behalf of a number of IOU shareholders commenced the 249D action to replace the Current IOU Board of Directors (“Current Directors”) with a New Board of Directors (“New Directors”)?

There has been significant loss suffered by IOU shareholders under the management of the Current Board. Firstly, the share price of IOU has declined over 90% since Clee Capital raised AUD $50,000,000 for IOU at 50 cents per share. IOU shareholders have suffered dramatic loss on their investment.

Further to this and quite astonishingly, after Clee Capital commenced the 249D action to replace the Current Board, it has been revealed by IOU that the Company has lost / impaired up to AUD $18,000,000 due to fraud and other reasons such as questionable transactions including the multi-million dollars of authorisation of non-BNPL related loans (such as non-BNPL loans, now called B2B loans by IOU, to related parties and associates of the Current Directors).

Up until late last year, IOU represented itself to be a BNPL lender. It has now revealed that as early as 2021 that IOU was engaging in millions of dollars of non-BNPL lending. Much of that money was diverted to entities related to Anthony Dunlop. It has been revealed that Anthony Dunlop authorised a AUD $900,000 “friendly loan” as it is described to Current IOU Director Mr Aaron Lee.

What will the New Directors do if you vote “FOR” changing the Board of IOU at the meeting of May 3^rd and therefore appointing the New Directors to run IOU?

The New Directors undertake to:

1. Conduct a truly independent investigation into the fraud and mismanagement that has occurred under the watch of the Current Directors and commence litigation against the Current Directors who allowed it to happen. The Current Directors have appointed Crowe as an investigator firm in Malaysia. Crowe is not independent as it was selected by the Current Directors to investigate themselves. Further, there is an allegation that one of the Current Directors, Mr Aaron Lee, who appointed this firm Crowe had his wife previously working for this firm. The so-called investigation the Current Board is conducting into themselves is as questionable as the loans the Current Board allowed to happen under their watch.

1. Significant value in IOU, post the major fraud that has occurred, may be litigation against the Current Directors and Officers due to their negligence and potential participation in the fraud. Should the Current Directors stay in power they won’t be inclined to investigate themselves. It simply does not make sense for those who allowed the fraud to happen to be in charge of their own investigation and to have appointed their own investigators. The New Directors, by virture of the fact they have never worked for IOU before, shall be truly independent and not conflicted when it comes to holding the Current Directors to justice. The New Directors shall have no fear in suing the Current Directors for millions of dollars in damages.

1. In addition to commencing legal action against the Current Directors, the New Directors shall seek to recover funds from these related party loans that occurred under the tenure of the Current Directors. Further, the New Directors shall pursue legal action to recover undisclosed commissions paid to related parties and associates such as those commissions paid pursuant to the IDSB transaction.

Independence of New Directors from Clee Capital

The New Directors, who are independent to Clee Capital, include Greg Woszczalski who is the founder of Grow Finance. Grow Finance in 2021 was the Australian Financial Review’s number 1 fastest growing private company in Australia.

Not only do the New Directors have far stronger credentials to run IOU than the Current Board but they will also ensure justice is sought and compensation paid to IOU by pursuing legal action against the Current Directors, Officers and the Auditors for millions of dollars IOU has been defrauded of.

Clee Capital is totally independent in this process from the proposed new Directors. Clee Capital’s motivation is to step in to protect its investors who put in $50million into IOU at 50 cents a share. Clee Capitals investors, just like you, are down over 90% on their investment.

Why is Clee Capital assisting in the 249D to replace the Current Board with the New Board?

Clee Capital is the firm that raised AUD $50m for IOU to invest in the BNPL business. IOU has not honoured this commitment. Over a year ago, on behalf of our investors, Clee Capital raised concerns of fraud in IOU to IOU Director Paul Russell which he ignored. We were left with no choice but to commence this 249D on behalf of our shareholders, many of whom are losing over 90% on their investment. We had a moral obligation to step in to try and bring about change when approached by many of the large IOU shareholders. Since commencing the 249D, we have received further shareholder support for our action.

We now ask you for your support.

In summary: we represent many of IOU’s largest shareholders who care for all shareholders. The shareholders want to see change in the company. Our investors and the other shareholders who have joined this campaign seek a new direction for IOU with a new high quality independent board and a full investigation of the fraud that has occurred in IOU.

Is Clee Capital prepared to financially support IOU in the future?

The Current Directors had lost the support of the broader market and investment community from long ago, even before the fraud was revealed. The Current Director’s did not even bother participate in the most recent Share Purchase Plan (SPP) despite recommending to existing shareholders.

So, on one hand they were telling shareholders to invest more hard earned money into IOU. But on the other hand, the Current Directors themselves despite continuing to take their salaries at the time did not put in a single dollar of their own money to the SPP. Clee Capital had numerous clients that did put their money in the SPP that occurred in November 2022.

If you elect the New Directors, these New Directors have the support of the stockbroking and investment community and the major shareholders who are willing to provide capital to new management. In particular, IOU’s largest shareholder Finran is willing to financially back IOU when the New Directors are elected.

It is very unfortunate that IOU is in this position of needing. Based on the half yearly report released on 1 March 2023, IOU at the period end had AUD $8,000,000 cash at bank. Now, under the watch of the Current Directors, it is the money is gone and they say IOU is an insolvency risk. IOU all of a sudden desperately needs money. Under the circumstances, the Current Board must be replaced in order to restore the faith of the investment community and the ASX in IOU.