Roosevelt Capital Group Inc. Announces Execution of Definitive Agreement with Cloud DX, Inc. Regarding Its Proposed Qualifying Transaction

Calgary, Alberta--(Newsfile Corp. - January 29, 2021) - Roosevelt Capital Group Inc. (TSXV: ROSV.P) ("Roosevelt"), a capital pool company, and Cloud DX, Inc. ("Cloud DX") are pleased to announce that they have entered into a definitive arrangement agreement dated January 29, 2021 (the "Arrangement Agreement") which outlines the terms and conditions pursuant to which Roosevelt and Cloud DX will complete a transaction that will result in a reverse take-over of Roosevelt by the shareholders of Cloud DX (the "Transaction").

For additional information concerning the Transaction and the foregoing matters, please refer to Roosevelt's press release dated January 19, 2021 which is available on Roosevelt's SEDAR profile at www.sedar.com.

Update on Cloud DX

On January 26, 2021, FedDev Ontario announced an investment of $500,000 in Cloud DX to support the expansion of Cloud DX in Canada and the United States and to upgrade its next generation Cloud DX Connected Health platform to seize new opportunities resulting from the growing demand for Remote Patient Monitoring driven by COVID-19.

About Roosevelt Capital Group

Roosevelt is a capital pool company 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, Roosevelt 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: (905) 567-3431
Email: bbent@msw.on.ca

About Cloud DX

Cloud DX is a leader in virtual healthcare and digital medicine with rapidly growing sales across North America. Our complete remote patient monitoring platform incorporates proprietary medical devices, mobile apps, clinical dashboards, artificial intelligence and EMR integration. Cloud DX now provides products and services to hospitals, healthcare providers and provincial health departments across North America. In 2020, Cloud DX was a co-recipient of the Roche COVID Challenge award, and is widely recognized for their ground-breaking med tech innovations, including winning the Qualcomm Tricorder XPRIZE Bold Epic Innovator Award, Fast Company magazine "World Changing Idea" and most recently a 2021 Edison Award nomination.

For further information, please contact:

Robert Kaul, Chief Executive Officer
Cloud DX, Inc.
Telephone: (888) 534-0944
Email: ceo@clouddx.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The TSX Venture Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the content of this press release.

The information contained or referred to in this press release relating to Cloud DX has been furnished by Cloud DX. Although Roosevelt has no knowledge that would indicate that any statement contained herein concerning Cloud DX is untrue or incomplete, neither Roosevelt nor any of its respective directors or officers assumes any responsibility for the accuracy or completeness of such information.

Completion of the Transaction is subject to a number of conditions, including but not limited to, court approval, where applicable, completion of satisfactory due diligence, TSXV Venture Exchange acceptance, receipt of requisite regulatory approvals, and if applicable pursuant to TSXV Venture Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required court and 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.

Caution regarding Forward-Looking Statements

This news release includes certain forward-looking statements concerning Roosevelt, Cloud DX, and their respective businesses, which may include but are not limited to, statements with respect to the completion of the Transaction. Such statements are based on the current opinions and expectations of management of each entity. The forward-looking events and circumstances discussed in this release, including completion of the Transaction, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including the risk that Roosevelt and Cloud DX may not obtain all requisite approvals for the Transaction, including the approval of the TSXV Venture Exchange for the Transaction (which may be conditional upon amendments to the terms of the Transaction), economic factors, the equity markets generally, and risks associated with growth and competition. Although Roosevelt and Cloud DX have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in the forward-looking statements herein, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statements can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made, and Roosevelt and Cloud DX undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/73192