Cloud DX Announces Amendments to Private Placement of Secured Convertible Debentures, $2.5 Million Private Placement of Convertible Debenture Units, and Debt Settlement Agreement

KITCHENER, ON / ACCESSWIRE / December 7, 2023 / Cloud DX Inc. ("Cloud DX" or the "Company") (TSXV:CDX)(OTCQB:CDXFF), announces that it expects to exchange $3,546,000 of principal amount of 18% secured convertible debentures (the "Initial Debentures") issued on September 8, 2023 (the "September Financing"), pursuant to a debenture indenture (the "Initial Debenture Indenture") among the Company and Odyssey Trust Company (the "Trustee"), with 3,546 convertible debenture units of the Company (the "Debenture Units") expected to be issued pursuant to an amended and restated convertible debenture indenture (the "A&R Debenture Indenture") between the Company and the Trustee dated on or about the week of December 11^th, 2023 and an amended and restated warrant indenture (the "Warrant Indenture") between the Company and Odyssey Trust Company, as warrant agent, dated on or about the week of December 11^th, 2023 (the "Exchange").

The Initial Debentures convert into units, consisting of one common share in the capital of the Company (the "Common Shares") and one common share purchase warrant (the "September Warrants"). Each Debenture Unit will consist of: (i) one $1,000 18% secured convertible debenture of the Company (the "Convertible Debentures"), and (ii) 10,000 common share purchase warrants (the "Series 1 Warrants"). The Convertible Debentures will mature and be repayable on September 8, 2026 (the "Maturity Date"). At any time prior to the Maturity Date, the holder will be entitled to convert each Convertible Debenture into Common Shares at a price of $0.10 per Common Share. Each Series 1 Warrant will be exercisable to acquire an additional Common Share at a price of $0.15 per Common Share until September 8, 2026, subject to accelerated expiry. If, at any time, the closing price of the Common Shares listed on the TSX Venture Exchange (the "TSXV") is greater than $0.30 per Common Share for twenty (20) consecutive trading days, the Company may provide written notice (a "Warrant Acceleration Notice") to the holders of the Series 1 Warrants that the expiry of the exercisable Series 1 Warrants shall be accelerated to a date that is not less than fifteen (15) days from the date of the Warrant Acceleration Notice (the "Acceleration Right").