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

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.To demonstrate continued support of the Companys growth plans, insiders of Cloud DX subscribed for an aggregate of 1,501 Convertible Debentures. The related party transaction is exempt from minority approval, information circular and formal valuation requirements pursuant to the exemptions contained in Section 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of Convertible Debentures issued to insiders in connection with the Offering nor the consideration paid by the insiders exceeds 25% of the Companys market capitalization.The Company anticipates using the net proceeds of the Offering for inventory and working capital. In connection with the Offering, the Company may pay a finders fee in cash or securities or a combination of both, as permitted by the policies of the TSXV. Cloud DX is the co-winner of the Qualcomm Tricorder XPRIZE, 2022 Top Innovator by Canadian Business, a 2021 Edison Award winner, a Fast Company "World Changing Idea" finalist, and one of "Canadas Ten Most Prominent Telehealth Providers." In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, information concerning the receipt of approval from the TSXV and holders of the 18% Secured Convertible Debentures, 10% Unsecured Convertible Debentures and 10% Debenture Warrants, the use of proceeds of the Offering, expected closing dates, and its ability to close the Offering.Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended.