Roosevelt Capital Group Inc. and Cloud DX, Inc. Announce Closing of Final Tranche of Private Placement, Including Full Exercise of Agents' Option

Calgary, Alberta--(Newsfile Corp. - March 29, 2021) -  Roosevelt Capital Group Inc. (TSXV: ROSV.P) ("Roosevelt"), a capital pool company, and Cloud DX, Inc. ("Cloud DX" and together with Roosevelt, the "Companies"), a leading provider of virtual care and remote patient monitoring solutions, are pleased to announce the closing of the final tranche of the brokered private placement of subscription receipts (the "Subscription Receipts") of 12632926 Canada Ltd., an affiliate of Cloud DX ("Cloud FinCo"), as previously announced on January 19, 2021 (the "Private Placement"), for additional aggregate gross proceeds of $566,790. The combined aggregate gross proceeds raised under the Private Placement was $6,095,000, including the full exercise of the Agents' Option (as defined below).

The Private Placement was conducted by a syndicate of agents co-led by Haywood Securities Inc. and Echelon Wealth Partners Inc., and including INFOR Financial Inc. and Mackie Research Capital Corp.

Due to increased investor demand, the size of the Private Placement was increased to up to 10,600,000 Subscription Receipts for aggregate gross proceeds of up to $5,300,000, from the previous maximum of $5,000,000. The Agents were granted an option (the "Agents' Option") to offer for sale up to 1,590,000 additional Subscription Receipts, on the same terms and conditions, for additional aggregate gross proceeds of up to $795,000.

The Private Placement was completed in connection with the proposed reverse take-over (the "Transaction") to be completed among Roosevelt, Cloud DX and Cloud FinCo, which was previously announced on May 1, 2020 and October 16, 2020.

In connection with the closing of the Private Placement, investors subscribed for 11,056,422 Subscription Receipts in the first tranche and 1,133,579 Subscription Receipts in the final tranche for combined aggregate gross proceeds of $6,095,000. The Companies intend to use the net proceeds of the Private Placement for expansion of U.S. sales and marketing, scale up of Canadian operations, and the costs required to complete the Transaction. The Companies also issued 34,007 compensation options ("Compensation Options") to the Agents in connection with the final tranche of the Private Placement in addition to the 718,192 Compensation Options issued to the Agents in connection with first tranche of the Private Placement. The Compensation Options are convertible into common shares of Cloud FinCo.

About Roosevelt Capital Group

Roosevelt Capital Group 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 becoming a finalist for a 2021 Edison Award.

For further information, please contact:

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

THE SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

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 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 TSX Venture Exchange ("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 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, including the use of net proceeds from the Private Placement, and the approval from the Exchange of the Transaction. Forward-looking statements are frequently identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes", "estimates", or variations of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might", "will" or "shall" be taken, occur or be achieved. Such statements are based on the current opinions and expectations of management of each entity. No forward-looking statements can be guaranteed. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks and uncertainties. Actual events or results may differ materially from those projected in the forward-looking statements and we caution against placing undue reliance thereon. We assume no obligation to revise or update these forward-looking statements except as required by applicable law.

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IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/78839

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