Cloud DX Inc. announced a non-brokered private placement offering of senior secured convertible debenture units for gross proceeds of CAD 2,500,000 on December 7, 2023. Each unit will consist of one CAD 1,000 18% secured convertible debenture and (ii) 10,000 common share purchase warrants. The Series2Debentures will mature and be repayable on the date that is thirty-six (36) months from the date of issuance.

At any time prior to the Series2 Maturity Date, the holder will be entitled to convert each Series2Debenture into Common Shares at a price of CAD 0.10 per Common Share. Each Series2Warrant is exercisable to acquire an additional Common Share at a price of CAD 0.15 per Common Share for a period of three years from the closing of the Series2Financing, subject to acceleration pursuant to the Acceleration Right. The debentures will bear interest at a rate of 18% per annum.

The company will pay a commission of 8% cash on the gross proceeds raised from subscribers introduced to the Company by finders, and will issue up to such number of finder's warrants (each a "Finder's Warrant") as is equal to 8% of the number of Common Shares issuable upon conversion of the Convertible Debentures purchased by subscribers introduced to the Company by such finders. Each Finder's Warrant will entitle the holder thereof to acquire one Common Share at a price of CAD 0.15 per Common Share for a period of three (3) years from the closing date. Closing of the Series2Financing is expected to occur in one or more tranches, with the first tranche expected to close on or about the week of December 11th, 2023.

The Series2DebentureUnits and any securities issuable upon conversion thereof are subject to a statutory hold period of four months and one day from the date of issuance of the Series2 Debenture Units. The series2Financing remains subject to final approval by the TSXV. The Company expects Dr. Constantine Zachos, a director of the Company, to subscribe for 67 Series2DebentureUnits, for total gross proceeds of CAD 67,000 in the Series2Financing.Gaurav Puri, a director of the Company will receive 661 Debenture Units, and Constantine Zachos (together with Brad Miller and Gaurav Puri will receive 485 Debenture Units.