On September 11, 2023, Cloud DX Inc. closed the transaction. The company has issued 3,546 convertible debentures at a price of $1,000 per debenture for aggregate gross proceeds of $3,546,000 in its first tranche closing. The company expects to close a second tranche for approximate gross proceeds of $454,000 in the coming weeks. The transaction will include participation from new investor B&M Miller Equity Holdings Inc. for 426 debentures, Gaurav Puri for 661 debentures and Constantine Zachos for 446 debentures for aggregate gross proceeds of $1,533,000. Prior to the transaction, Gaurav Puri beneficially owned or exercised control or direction over 10,801,018 Common Shares or 11.68% of the issued and outstanding Common Shares of the company. Pursuant to the Offering, he acquired control over 661 Convertible Debentures. Upon full conversion of his convertible debentures, he would acquire control of 13,220,000 units, and would beneficially own or exercise control or direction over 37,061,925 Common Shares or 31.21% of the issued and outstanding Common Shares on a partially diluted basis if all dilutive securities were exercised. Prior to the offering, Brad Miller beneficially owned or exercised control or direction over 12,720,894 Common Shares or 13.75% of the issued and outstanding Common Shares of the company. Pursuant to the offering, Brad Miller acquired control over 426 Convertible Debentures. Upon full conversion of his Convertible Debentures, he would acquire control over 8,520,000 Units, and Brad Miller would beneficially own or exercise control or direction over 34,792,015 Common Shares or 30.37% of the issued and outstanding Common Shares on a partially diluted basis if all dilutive securities were exercised. Prior to the Offering, Constantine Zachos beneficially owned or exercised control or direction over 2,971,772 Common Shares or 3.21% of the issued and outstanding Common Shares of the Company. Pursuant to the offering, Constantine Zachos acquired control over 446 Convertible Debentures. Upon full conversion of his Convertible Debentures, he would acquire control over 8,920,000 Units, and Dr. Constantine Zachos would beneficially own or exercise control or direction over 20,208,742 Common Shares or 18.42% of the issued and outstanding Common Shares on a partially diluted basis. In connection with the offering the company paid finders' fees totaling $6,080 and issued 60,800 broker warrants.

The TSX Venture Exchange has accepted for filing documentation with respect to a non-brokered private placement. The transaction included particpation from 12 placees including existing insider involvement of 3 insiders for $1,533,000.