Mr. Jay Bedard reports

CLOUD DX ANNOUNCES DEBT SETTLEMENT AND VOLUNTARY POOLING AGREEMENTS

Convertible debentureholders of Cloud Dx Inc. have agreed to convert an aggregate principal amount of $3,187,000, prior to the applicable maturity date, into common shares in the capital of the company. As consideration for such early conversion of the convertible debentures, the company has agreed to accelerate an aggregate of $180,585 of interest from the applicable maturity date to the date on which the convertible debentures are converted.

The company has entered into shares for debt agreements dated March 6, 2024, with the creditors to settle an aggregate of $1,007,070 of interest owing to the creditors pursuant to convertible debentures issued to the creditors by the company on Oct. 1, 2021, March 18, 2022, July 6, 2022, and Nov. 28, 2022, due on Oct. 1, 2024, Jan. 27, 2025, July 6, 2024, and May 28, 2024, respectively. The outstanding debt shall be fully paid and satisfied upon the company issuing to the creditors 6,553,409 common shares at a deemed price per share of 15 cents (for debentures maturing Oct. 1, 2024, Jan. 27, 2025, and July 6, 2024) and 16 cents (for debentures maturing May 28, 2024).

Since B&M Miller Equity Holdings Inc., a company controlled by Brad Miller, a director of the company, Gaurav Puri, a director of the company, and Constantine Zachos, a director of the company, each entered into the debt settlement agreements, it is considered to be a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The transaction will be exempt from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(a) and 5.7(1)(a) MI 61-101 as neither the fair market value of the securities issued to the related parties (as defined in MI 61-101), nor the consideration provided therefor, exceed 25 per cent of the company's market capitalization.

Voluntary pooling agreements

The company is also pleased to announce that it has entered into pooling agreements dated on or about March 6, 2024, under which -- representing a strong vote of confidence in the company and its performance -- certain shareholders have agreed to subject an aggregate of 26,411,896 common shares issued to them in connection with the conversion of the convertible debentures and pursuant to the debt settlement agreements to voluntary pooling until the date that is the earlier of (i) 24 months from the effective date and (i) the first business day following the date on which the closing price for the common shares on the TSX Venture Exchange (or such other recognized stock exchange in Canada on which the common shares are then listed) is equal to or greater than 50 cents for a period of 10 consecutive trading days.

The debt settlement agreements and the issuance of the common shares thereunder are subject to the approval of the TSX Venture Exchange. All securities issued pursuant to the debt settlement agreement will be subject to a hold period of four months plus one day from the date of issuance thereof in accordance with applicable TSX Venture Exchange policies and Canadian securities laws.

About Cloud Dx Inc.

Accelerating digital health care, Cloud Dx is on a mission to make health care better for everyone. Its Connected Health remote patient monitoring platform is used by health care enterprises and care teams across North America to virtually manage chronic disease, enable aging in place and deliver hospital-quality postsurgical care in the home.

We seek Safe Harbor.