Cloud DX Announces $4.0 Million Private Placement of Secured Convertible Debentures with Opening Orders for $1.72 Million, Amendments to Existing Secured and Unsecured Convertible Debentures and Warrant Repricing

KITCHENER, ON / ACCESSWIRE / July 11, 2023 / Cloud DX Inc. ("Cloud DX" or the "Company") (TSXV:CDX)(OTC:CDXFF), is pleased to announce its intention to complete a non-brokered private placement offering of up to 4,000 secured convertible debentures of the Company (the "Convertible Debentures") at a price of $1,000 per Convertible Debenture for aggregate gross proceeds of up to $4.0 million (the "Offering").

The Convertible Debentures will mature on the date that is 36 months from the date of issuance thereof (the "Maturity Date") and shall bear interest at a rate of 18.0% per annum, payable upon the earlier of the conversion date or the Maturity Date. Subject to the approval of the TSX Venture Exchange ("TSXV"), accrued and unpaid interest shall be payable in the form of (i) common shares in the capital of the Company (the "Common Shares") at a price per Common Share equal to the closing price of the listed Common Shares on the TSXV on the last trading day immediately prior to the Maturity Date or the conversion date, as applicable or (ii) cash, at the sole discretion of the Company.

The principal amount of the Convertible Debentures will be convertible into units of the Company (the "Units"), at the election of the holder of the Convertible Debentures, at any time prior to the Maturity Date, at a conversion price of C$0.10. Each Unit shall be comprised of one Common Share and one common share purchase warrant (the "Warrants"). Each Warrant will entitle the holder thereof to purchase one additional Common Share at a price of $0.15 per Common Share for a period of 36 months following the closing date of the Offering. The Warrants will be subject to an accelerated expiry provision that allows the Company to accelerate the expiry date of the Warrants to 15-days from delivery of such notice, in the event that the closing price of the Common Shares listed on the TSXV is greater than $0.30 for twenty (20) consecutive trading days.

The Convertible Debentures shall be secured against all present and after-acquired personal property of the Company, pursuant to a general security agreement (the "GSA") and shall rank pari passu with all current holders of secured debentures of the Company, whether of the same issue or previous issue, as per the terms of the GSA, an intercreditor agreement and debenture indentures of the Company.