Cloud DX Announces Initial Closing of Brokered Private Placement

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KITCHNER, ON / ACCESSWIRE / January 27, 2022 / Cloud DX Inc. ("Cloud" or the "Corporation") (TSXV:CDX)(OTCQB:CDXFF), a leading North American provider of virtual care and Remote Patient Monitoring (RPM) solutions, is pleased to announce that it has closed the initial tranche of the previously announced brokered private placement (the "Private Placement") led by Echelon Wealth Partners Inc. (the "Agent"), as sole agent. Upon closing of this tranche of the Private Placement, the Corporation issued 1,555 units (the "Units") of the Corporation at a price of $1,000 per Unit, for gross proceeds of $1,555,000 (the "Offering"). Each Unit is comprised of (i) a C$1,000 principal amount unsecured convertible debenture (each, a "Debenture") and (ii) 1,430 common share purchase warrants of the Corporation (each, a "Warrant"). The Debentures will mature on the date that is 36 months from the date of closing of the Private Placement (the "Maturity Date") and shall bear interest at a simple rate of 10% per annum. The principal amount of the Debentures may be converted at the election of the holder thereof into common shares in the capital of the Company ("Common Shares") at a conversion price of C$0.35 per Common Share (the "Conversion Price") at any time prior to the Maturity Date. Each Warrant entitles the holder thereof to acquire one common share of the Corporation (each, a "Common Share") at a price of C$0.50 per Common Share for a period of 24 months from the date of closing of the Private Placement.

As consideration for services rendered in connection with the Offering, the Corporation: (i) paid to the Agent a cash commission in the amount equal to 8% (3.0% from the sale of Units to subscribers identified on the Corporation's president's list) of the gross proceeds of the Offering; and (ii) issued to the Agent such number of non-transferable common share purchase warrants (the "Agent's Warrants") as is equal to 8% of the gross proceeds raised from the Offering (reduced to 3% from the sale of Units to subscribers identified on the Corporation's president's list) divided by the Conversion Price. Each Agent's Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $0.35 per Common Share for a period of 24 months from the date of closing of the Private Placement.

In addition to the Units sold under the Private Placement, the Corporation also issued 20 Units on a non-brokered private placement basis for additional gross proceeds of $20,000.

The Corporation intends to use the net proceeds from the Offering for sales, marketing, research and development and working capital requirements.

In accordance with applicable Canadian securities laws, all securities issued pursuant to the Offering will be subject to a four (4) month hold period ending May 28, 2022. The Offering remains subject to final approval from the TSX Venture Exchange.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About Cloud DX

Accelerating virtual healthcare, Cloud DX is on a mission to make healthcare better for everyone. Our Connected Health^TM 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, a 2021 Edison Award winner, a Fast Company "World Changing Idea" finalist, and one of "Canada's Ten Most Prominent Telehealth Providers." In 2021, Cloud DX became an exclusive partner of Medtronic Canada.