Early Warning Report Issued Pursuant to National Instrument 62-103 in Connection with the Closing of the Qualifying Transaction of Cloud DX Inc.


Toronto, Ontario–(Newsfile Corp. – April 19, 2021) – Brad Miller, a director of Cloud DX Inc. (formerly Roosevelt Capital Group Inc.) (“Cloud DX” or, the “Company“) today announced that he has filed an early warning report (the “Early Warning Report“) under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the closing of the previously announced Qualifying Transaction (as defined by Policy 2.4 of the TSX Venture Exchange) involving a plan of arrangement pursuant to which 12632926 Canada Ltd. (“Cloud Canada“), was amalgamated with a wholly-owned subsidiary of Cloud DX.

The Qualifying Transaction was completed by way of three cornered amalgamation, pursuant to which, among other things, the Company issued 67,259,492 common shares in the capital of the Company (“Common Shares“) to the shareholders of Cloud Canada (including 12,190,000 Common Shares to former holders of Subscription Receipts of Cloud Canada), at a deemed price of $0.50 per Common Share.

As a result of the Qualifying Transaction and related transactions, Mr. Miller acquired beneficial ownership and control over 7,307,337 Common Shares and 100,000 Common Share purchase warrants (“Warrants“) issued to B and M Miller Equity Holdings Inc. (“B & M“), an entity controlled by Mr. Miller. The Common Shares and Warrants were issued in exchange for the securities of Cloud Canada held by B & M prior to completion of the Qualifying Transaction. As a result of the Qualifying Transaction, B & M has ownership and control over 10.13% of the Common Shares on a non-diluted basis and approximately 10.28% of the Common Shares on a partially-diluted basis assuming the exercise of the B & M’s Warrants only. Prior to the completion of the Qualifying Transaction, Mr. Miller and B & M had no ownership or control over any securities of the Company. Mr. Miller does not currently have any plan to acquire or dispose of additional securities of the Company. However, Mr. Miller may acquire additional securities of the Company, dispose of some or all of the existing or additional securities he holds or will hold, or may continue to hold his current position, depending on market conditions, reformulations, and / or other relevant factors.

A copy of the Early Warning Report filed by Mr. Miller will be available under the Company’s profile on SEDAR at www.sedar.com.


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