Cloud DX Inc. Announces Option Grants and Escrow Amendments

Toronto, Ontario--(Newsfile Corp. - April 14, 2021) - Cloud DX Inc. (TSXV: CDX) (formerly Roosevelt Capital Group Inc.) ("Cloud DX" or the "Company") announces that the Company's board of directors has authorized the issuance of stock options under its stock option plan to purchase 4,604,963 Common Shares at an exercise price of $0.65 per share for a 5 year term. The options are being granted to certain directors, officers, employees and consultants of the Company, as further set out below.

A total of 3,923,290 options shall vest immediately on the date of grant. Certain of the options are subject to a vesting schedule, with one-third vesting immediately, one-third vesting on March 31, 2022, and one-third vesting on March 31, 2023. Additionally, 70,000 options granted to an investor relations advisory firm assisting the Company with investor relations activities and marketing will vest on April 14, 2022. The table set forth below sets out details regarding the option grants to the Company's directors, officers, employees and consultants, each as a group:

Grant DateExercise PriceOptions GrantedVestingExpiry Date
Officers & Directors:
April 14, 2021$0.651,837,260All upon grantApril 14, 2026
April 14, 2021$0.65604,214One third upon grant, and one third upon the first and second anniversary of grant April 14, 2026
Employees:
April 14, 2021$0.651,164,790All upon grantApril 14, 2026
April 14, 2021$0.65201,404One third upon grant, and one third upon the first and second anniversary of grantApril 14, 2026
Consultants:
April 14, 2021$0.65615,403All upon grantApril 14, 2026
April 14, 2021$0.65111,892One third upon grant, and one third upon the first and second anniversary of grantApril 14, 2026
Investor Relations Advisor:
April 14, 2021$0.6570,000April 14, 2022April 14, 2026

 

Certain Escrow Amendments

The Company also announces certain amendments to escrow provisions undertaken by the Company prior to the completion of its qualifying transaction which closed on and was announced in the Company's news release dated April 12, 2021. On March 22, 2021, disinterested shareholders approved the implementation of the certain changes needed to transition to the TSX Venture Exchange ("TSXV") Policy 2.4 - Capital Pool Companies ("Policy 2.4"), which became effective as at January 1, 2021 (the "New CPC Policy"). The certain changes approved by disinterested shareholders, are as follows: (i) to remove the consequences of failing to complete a "Qualifying Transaction" (as defined in Policy 2.4) within 24 months of the date of the original capital pool companies listing on the TSXV; and (ii) to amend the escrow release conditions and certain other provisions of the Company's previously existing escrow agreement including allowing the Company's escrowed securities to be subject to an 18-month escrow release schedule as detailed in the New CPC Policy, rather than the 36-month escrow release schedule under the previous Policy 2.4. The amendment of the escrow policy only amends the escrowed securities issued prior to the completion of the qualifying transaction and was amended and restated on April 8, 2021. The Company notes all other matters considered by shareholders were also approved at the meeting.

Please refer to the Company's news release dated February 26, 2021 for further details with respect to the changes and to the Company's filing statement filed on SEDAR on April 5, 2021 for further details regarding the escrow release conditions.

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.

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA OR THROUGH NEWSWIRE SERVICES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/80444

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