Roosevelt Capital Group Inc. Announces Proposed Qualifying Transaction

Calgary, Alberta--(Newsfile Corp. - May 1, 2020) -  Roosevelt Capital Group Inc. (TSXV: ROSV.P) (the "Corporation") is pleased to announce details concerning its proposed arm's length qualifying transaction (the "Transaction") involving a proposed business combination with Cloud DX Inc. ("Cloud"), a private company incorporated under the laws of Delaware.

Cloud DX® is a digital healthcare leader with offices in Canada and the United States. Cloud offers a complete remote patient monitoring platform that includes proprietary FDA and Health Canada approved medical devices, mobile apps, clinical dashboard, telemedicine video & text, and EMR integration. This Connected Health platform is used by North American hospitals and clinics to monitor patients after discharge (including COVID-19+ patients), and to remotely care for those with chronic illnesses. Cloud has additional digital healthcare innovations in the validation process including the Vitaliti™ vital sign monitor, the Pulsewave® 2.0 blood pressure monitor and patented, AI-powered Cough Analysis software app. Cloud DX® is co-winner of the Qualcomm Tricorder XPRIZE, a Fast Company "World Changing Idea" finalist, BNN "Top Disruptor" and recent winner of the Waterloo MedTech Startup to Scale Up Award of Excellence.

In connection with the Transaction, Cloud intends to complete a private placement offering of up to US$4,000,000 (the "Private Placement"). The Private Placement shall be in the form of convertible secured promissory notes (the "Notes"), which shall mature eighteen (18) months from the closing date. Note Holders earn 10% per annum interest accrued and paid at maturity or conversion. The Private Placement is expected to be completed in June 2020. In connection with the completion of the Transaction, the Notes shall automatically convert into Newco Common Shares (as defined below).

The Corporation has entered into a non-binding letter of intent with Cloud dated April 30, 2020 (the "LOI") pursuant to which the Corporation and Cloud intend to complete the Transaction by way of share purchase, plan of arrangement, amalgamation, three-cornered amalgamation or alternate structure to be determined, having regard to relevant tax, securities and other factors and potentially including a pre-closing reorganization of Cloud, to form the resulting issuer ("Newco") called "Cloud DX Inc." Pursuant to the proposed Transaction, each issued and outstanding Cloud Common Share will be exchanged into 112.01 common shares of Newco ("Newco Common Share") on a 1:112.01 basis so that all of the issued and outstanding Cloud Common Shares will be exchanged for approximately 226,890,756 Newco Common Shares (not including Cloud Common Shares issued pursuant to the Private Placement or other Cloud Common Shares reserved for issuance), and each unexercised Cloud Option shall be exchanged for a replacement option issued by Newco with the same terms as the respective option.

Subject to approval of the TSX Venture Exchange ("Exchange"), Roosevelt will advance to Cloud, as a secured loan, $250,000, pursuant to Section 8.5 of Policy 2.4 of the TSX Venture Exchange.

It is intended that the Transaction, when completed, will constitute the Corporation's "Qualifying Transaction" in accordance with Policy 2.4 of the Exchange. A more comprehensive news release will be issued by the Corporation disclosing details of the Transaction, including financial information respecting Cloud, further details regarding the Private Placement, the names and backgrounds of all persons who will constitute insiders of Newco, and information respecting sponsorship, once an agreement has been finalized and certain conditions have been met, including:

• approval of the Transaction by the boards of directors of the Corporation and Cloud;
• satisfactory completion of due diligence; and
• execution of the definitive agreement.

Shareholder approval is not required with respect to the Transaction under the rules of the Exchange. However, the structure of the Transaction has not yet been finalized so shareholder approval under corporate law may be required. In the event a final agreement is not reached, the Corporation will notify shareholders. Trading in the common shares of the Corporation will remain halted and is not expected to resume trading until the Transaction is completed or until the Exchange receives the requisite documentation to resume trading.

ABOUT THE CORPORATION

The Corporation is a capital pool company (a "CPC") that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the Exchange's CPC Policy, until the completion of its qualifying transaction, the Corporation will not carry on business, other than the identification and evaluation of businesses or assets with a view to completing a proposed qualifying transaction.

For further information, please contact:

Bruce Bent
Chief Financial Officer

Roosevelt Capital Group Inc.

Telephone: + 1 (905) 567-3431
Email: bbent@msw.on.ca

Robert Kaul
Chief Executive Officer

Cloud DX, Inc.

Telephone: +1 (888) 543-0944
Email: ceo@clouddx.com
www.clouddx.com

Forward-Looking Information Cautionary Statement

Statements in this press release regarding the Corporation's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the proposed transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements. The forward-looking statements and circumstances discussed in this press release, including the completion of the Transaction, may not occur or could differ materially as a result of known and unknown risk factors and uncertainties affecting the Corporation, including (without limitation) risks regarding market conditions, economic factors, and the equity markets generally. No forward-looking statement can be guaranteed. Forward-looking statements speak only as of the date on which they are made and, except as required by applicable securities laws, the Corporation undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Completion of the Transaction is subject to a number of conditions, including but not limited to, execution of a binding definitive agreement relating to the Transaction, completion of satisfactory due diligence, Exchange acceptance, receipt of requisite regulatory approvals, and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approvals, and any ancillary matters thereto, are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

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