Cloud DX Inc.: Cloud DX Announces Closing of Upsized Non-Brokered Private Placement

KITCHENER, ON / ACCESSWIRE / November 28, 2022 / Cloud DX Inc. ("Cloud" or the "Corporation") (TSXV:CDX)(OTCQB:CDXFF), is pleased to announce that it has closed the previously announced non-brokered private placement (the "Private Placement"). Upon closing of the Private Placement, the Corporation issued 2,428 secured convertible debentures (the "Debentures") of the Corporation at a price of $1,000 per Debenture, for gross proceeds of $2,428,000, an increase of $53,000 from the previous announcement on November 22, 2022.

The Debentures will mature on the date that is 18 months from the date of closing of the Private Placement (the "Maturity Date") and shall bear interest at a simple rate of 18% per annum, payable upon the earlier of the conversion date or the Maturity Date. The principal amount of the Debentures is convertible, at the election of the holders, into common shares in the capital of the Company ("Common Shares") at a conversion price of C$0.16 per Common Share (the "Conversion Price") at any time prior to the Maturity Date. The Debentures are secured against the assets of the Corporation, pursuant to a general security agreement.

Insiders of the Corporation subscribed for $932,000 principal amount of Debentures under the Private Placement. As a result, the issuance of the Debentures to such insiders is considered to be a related party transaction subject to TSX Venture Exchange rules and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Corporation is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101, on the basis that participation in the Private Placement by insiders did not exceed 25% of the fair market value of the Corporation's market capitalization (as calculated in accordance with MI 61-101).

The Corporation intends to use the net proceeds from the Private Placement for inventory and general working capital purposes. In connection with the Private Placement, the Corporation paid finder's fees in the amount of 115,000 non-transferable common share purchase warrants ("Broker Warrants") and a cash fee of $18,400. Each Broker Warrant entitles the holder to acquire one Common Share at a purchase price of $0.16 for a period of two years from the date of issuance.

In accordance with applicable Canadian securities laws, all securities issued pursuant to the Private Placement will be subject to a four (4) month hold period. The Private Placement remains subject to final approval from the TSX Venture Exchange.

About Cloud DX

Accelerating digital healthcare, Cloud DX is on a mission to make healthcare better for everyone. Our Connected Health remote patient monitoring platform is used by healthcare enterprises and care teams across North America to virtually manage chronic disease, enable aging in place, and deliver hospital-quality post-surgical care in the home. Our partners achieve better healthcare and patient outcomes, reduce the need for hospitalization or re-admission, and reduce healthcare delivery costs through more efficient use of resources.

Cloud DX is the co-winner of the Qualcomm Tricorder XPRIZE, 2022 Top Innovator by Canadian Business, a 2021 Edison Award winner, a Fast Company "World Changing Idea" finalist, and one of "Canada's Ten Most Prominent Telehealth Providers." Cloud DX is an exclusive partner to Medtronic Canada, Teladoc Health Canada, and Equitable Life of Canada.

For more information on Cloud DX (TSXV:CDX), visit www.CloudDX.com and follow @CloudDX on Twitter or LinkedIn.

Cloud DX Investor Site https://ir.clouddx.com/overview/default.aspx

^{Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.}

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SOURCE: Cloud DX Inc.

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