Cloud DX Inc. — Interim / Quarterly Report 2021

May 15, 2021

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Roosevelt Capital Group Inc. (A Capital Pool Corporation)

Management Discussion and Analysis

For the Three Months Ended March 31, 2021 and 2020

Dated May 14, 2021

FORM 51-102F1

The following management’s discussion and analysis (“MD&A”) should be read in conjunction with the Corporation’s condensed consolidated interim financial statements and notes thereto for the period ended March 31, 2021. Additional information relating to the Corporation is available on SEDAR at www.sedar.com.

This MD&A was prepared by management of Roosevelt Capital Group Inc. (“the Corporation”) and was approved by the Board of Directors on May 14, 2021. All amounts are in Canadian dollars unless otherwise stated.

Forward-Looking Statements

Certain statements contained in this document constitute “forward-looking statements”. When used in this document, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “propose”, “anticipate”, “believe”, used by any of the Corporation’s management, are intended to identify forward-looking statements. Such statements reflect the Corporation’s forecasts, estimates and expectations, as they relate to the Corporation’s current views based on their experience and expertise with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Corporation’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Corporation does not intend, and does not assume any obligation to, update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments unless required by applicable securities law.

COVID-19

The worldwide pandemic situation of Covid-19 has caused significant future uncertainty. Business interruption due to government mandated closure of non-essential services, self-isolation, quarantine and other measures by businesses and people in general have led to disruption to worldwide commercial activity. The impact of the pandemic situation to the economy, various industries and the environment in which the Corporation currently operates cannot be assessed at present. Federal and Provincial Governments are taking bold measures to bring it under control, however, the timeframe as to when the pandemic will be brought under control and the return to normalcy is not determinable at present.

Description of the Business

Roosevelt Capital Group Inc. (the "Corporation") was incorporated on February 22, 2019 pursuant to the provisions of the Business Corporations Act (Alberta). The Corporation has been inactive between the date of incorporation and the date of the statement of financial position, other than issuance of share capital for cash. The Corporation is classified as a Capital Pool Corporation (“CPC”) as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The principal business of the Corporation is to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein by completing a purchase transaction, by exercising of an option, or by any concomitant transaction. The purpose of such an acquisition is to satisfy the related conditions of a qualifying transaction under the Exchange rules.

Roosevelt Capital Group Inc. Management Discussion and Analysis

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The Corporation proposes to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction. Any proposed Qualifying Transaction must be accepted by the Exchange and in the case of a non-arm's Length Qualifying Transaction will also be subject to “Majority of the Minority Approval” as defined pursuant to the CPC Policy. The Corporation has not conducted commercial operations other than the process of identifying potential acquisitions with a view to completing a Qualifying Transaction.

Until completion of a Qualifying Transaction, the Corporation will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a Qualifying Transaction. With the consent of the Exchange, this may include the raising of additional funds in order to finance an acquisition. Except as described under "Restrictions on Use of Proceeds" and "Private Placements for Cash", the funds raised pursuant to the Offering and any subsequent financing will be utilized only for the identification and evaluation of potential Qualifying Transactions and not for any deposit, loan or direct investment in a potential acquisition.

Description of the Business

January 29, 2021, the Company and Cloud DX, Inc. announced that they had entered into a definitive arrangement agreement dated January 29, 2021, which outlined the terms and conditions pursuant to which Roosevelt and Cloud DX would complete a transaction that would result in a reverse take-over of Roosevelt by the shareholders of Cloud DX. While materially consistent with the Letter of Intent dated May 1, 2020 and Amended Letter of Intent dated October 16, 2020, the agreement addressed the concurrent financing details. Initially, the concurrent brokered financing was set to raise up to $5,000,000 through the issuance of up to 10,000,000 common share units representing one common share and ½ common share purchase warrant. Each whole common share purchase warrant would be exercisable at $0.65 for a period of 24 months following completion of the amalgamation. This was later expanded with 12,190,000 common share units being the final subscription.

On February 26, 2021, the Company announced that in connection with the Corporation's previously announced qualifying transaction ("Qualifying Transaction") with Cloud DX, Inc. ("Cloud"), Roosevelt would advance to Cloud, a secured loan in the amount of $250,000 (the "Loan"), pursuant to Section 8.5 of Policy 2.4 in the Exchange's corporate finance manual. The Loan carries interest at a rate of prime plus 5% accrued and compounded on a monthly basis. The Loan is evidenced by a loan agreement and secured by a general security agreement on all the assets of Cloud and is payable on demand on the maturity date, being the closing or termination of the Qualifying Transaction. The Loan was approved by the Exchange and received by Cloud on March 2, 2021.

On March 22, 2021, the Company held its annual and special meeting of shareholders at which time approvals and amendments required to complete the Qualifying Transaction were approved in addition to other requisite approvals. These approvals included but were not limited to changing the Company name to Cloud DX Inc., consolidating the common shares on a 1:4.183 ratio, continuing the Company from the Corporations Act (Alberta) to the Canada Business Corporations Act, adoption of a new set of general by-laws, approval of a new stock option plan and the approval of changes to the CPC escrow plan.

The Corporation may use cash, secured or unsecured debt, issuance of treasury shares, public financing of debt or equity, or a combination of these, for the purpose of financing its proposed Qualifying Transaction. A Qualifying Transaction financed by the issue of treasury shares could result in a change in the control of the Corporation and may cause the shareholders' interest in the Corporation to be further diluted.

The board of directors of the Corporation must approve any proposed Qualifying Transaction. In exercising their powers and discharging their duties in relation to a proposed Qualifying Transaction, the directors must act honestly and in good faith with a view to the best interests of the Corporation and must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

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Roosevelt Capital Group Inc. Management Discussion and Analysis

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The Corporation has not commenced commercial operations and has no assets other than cash, loan receivable and amounts receivable.

Initial Public Offering

On August 19, 2019 the Corporation completed its initial public offering raising gross proceeds of $1,500,000. A total of 15,000,000 common shares in the capital of the Corporation were subscribed for at a price of $0.10 per Share. Mackie Research Capital Corporation acted as the agent for the offering. The Agent received a cash commission equal to 10% of the gross proceeds of the offering, a corporate finance fee and non-transferable options to purchase up to 1,500,000 shares at a price of $0.10 per share for a period of two years from the date the shares are first listed on the TSX Venture Exchange (the "TSXV"). Following the transaction, the Corporation has 18,000,000 shares issued and outstanding, with the directors, officers and seed shareholders of the Corporation, in aggregate, holding 3,000,000 shares which are subject to escrow restrictions. The Corporation has also granted 1,800,000 incentive stock options to its directors and officers which are exercisable for a period of ten years from the date of the grant at an exercise price of $0.10 per Share.

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Roosevelt Capital Group Inc. Management Discussion and Analysis

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Selected Financial Information

The following selected financial data is derived from the financial statements of the Corporation’s recently completed financial period derived from the audited condensed consolidated financial statements of the Corporation.

	March 31, 2021	March 31, 2020
	$	$
Net loss for the period	(82,407)	(25,236)
Comprehensive loss for the period	(82,407)	(25,236)
Non-Current assets	Nil	Nil
Current assets	1,000,159	1,312,519
Non-Current liabilities	Nil	Nil
Current liabilities	37,332	21,175
Working capital	962,827	1,291,344
Share capital	1,389,054	1,389,054
Warrants	79,042	79,042
Shareholders’ equity	962,827	1,291,344

The Corporation does not have any operations and will not conduct any business other than the identification and evaluation of business and assets for potential acquisition.

Results of Operations

For the period ended March 31, 2021, the Corporation realized a loss of $82,407 (2019-$25,236). During period ended March 31, 2021, the Corporation focused its efforts on completing a qualifying transaction. (See above description of the business as well as Subsequent Events in the Condensed Consolidated Interim Financial Statements).

Professional and Legal Fees

For the period ended March 31, 2021, the Corporation incurred legal and professional fees totaling $59,975 (2020-$17,475). The majority of these fees relate directly to maintaining regulatory compliance and advancing the Qualifying Transaction.

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Roosevelt Capital Group Inc. Management Discussion and Analysis

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Liquidity, Capital Resources and Financial Position

As at March 31, 2021, the Corporation had a total of $736,874 (2020-$1,312,519) cash available to pay current liabilities of $37,333 (2020-$21,175). Current liabilities consist of accounts payable and accrued liabilities for accounting, legal and other fees incurred. The Corporation anticipates generating negative cash flows from operating activities on a quarterly basis until a Qualifying Acquisition has been completed and the Corporation generates revenue.

The Corporation may not have sufficient funds to secure such businesses or assets once identified and evaluated and additional funds may be required. The CPC Policy provides that until Completion of the Qualifying Transaction and except as otherwise provided in the CPC Policy, a Maximum of the lesser of (i) 30% of the gross proceeds realized by the Corporation in respect of the sale of its securities, and (ii) $210,000, may be used for purposes other than evaluating businesses or assets.

If the Corporation requires additional funding for ongoing expenses or costs in connection with a potential Qualifying Acquisition, the Corporation may seek funding by way of unsecured loans from its Sponsor, which loans would, unless approved otherwise by the TSX, bear interest at no more than prime rate plus 1%. Otherwise, and subject to any relief granted by the TSX, the Corporation may seek to raise additional funds through a rights offering of shares available to its shareholders, in accordance with the requirements of applicable securities legislation, and subject to placing the required funds raised in the escrow account in accordance with applicable TSX rules. Other than the foregoing, the Corporation will not be able to obtain any form of debt or equity financing other than in accordance with applicable securities laws and only with the consent of the TSX. There is no assurance that the Corporation’s plans to raise capital or to consummate a Qualifying Acquisition will be successful.

The Corporation has not entered into any off-balance sheet financing arrangements and has not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets. Further, the Corporation has no contractual or purchase type of obligations other than those reported in the Corporation’s statement of financial position as of March 31, 2021.

Related Party

There were no transactions with related parties during the period ended March 31, 2021.

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Roosevelt Capital Group Inc. Management Discussion and Analysis

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Outstanding Shares, Warrants and Options

Voting or equity securities issued and outstanding Securities convertible or exercisable into voting or equity securities – stock options Voting or equity securities issuable on conversion or exchange of outstanding securities	Authorized Outstanding
	Unlimited number of Common Shares 18,000,000 Common Shares Options to acquire up to 10% of the issued and outstanding Common Shares from time to time 1,800,000 Stock Options Broker's Warrants to acquire up to 10% of the Common Shares issued in connection with the initial public offering 1,500,000 Broker Warrants As above As above

• i. The Corporation has issued 3,000,000 Common Shares initially subject to an escrow agreement whereby 10% of the shares would be released upon completion and approval of the Corporation’s qualifying transaction. An additional 15% of the escrowed Common shares would be released on each six- month anniversary thereafter unless otherwise permitted by the Exchange. On January 1, 2021, the TSXV announced various amendments to TSXV Policy 2.4 including release of CPC Escrow Shares. At the annual and special meeting of shareholders on March 22, 2021, the shareholders approved a resolution to authorize the Corporation to enter an amending agreement to amend the escrow release terms to 25% released on the date of the final exchange bulletin and 25% released each six-month anniversary thereafter aligning with these TSXV Policy 2.4 amendments. Common Shares issued upon the exercise of options held by officers and directors are subject to the same escrow conditions. These founders Common Shares, which are considered contingently issuable until the Corporation completes a Qualifying Transaction, are not considered to be outstanding for the purpose of the loss per share calculation.

• ii. On August 19, 2019, the Corporation completed its initial public offering issuing 15,000,000 common shares at $0.10 for total gross proceeds of $1,500,000. Mackie Research Capital Corporation received a broker fee of 10% cash and 1,500,000 broker warrants exercisable at $0.10 per common share. The warrants will expire 24-months from the date the shares are first listed on the TSX Venture Exchange.

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Roosevelt Capital Group Inc. Management Discussion and Analysis

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Risk and Uncertainties

The following risks were in existence but diminished as of March 31, 2021 for the Corporation given the proximity to completion of the Qualifying Transaction. See the filing statement for risk section for the resulting issuer of the Qualifying Transaction.

The Corporation has a limited history of existence. There can be no assurance that a Qualifying Transaction will be completed. Equity or debt financing may be required to complete a Qualifying Transaction. There can be no assurance that the Corporation will be able to obtain adequate financing to continue. The securities of the Corporation should be considered a highly speculative investment. The following risk factors should be given special consideration when evaluating an investment in any of the Corporation's securities:

• a) until completion of a Qualifying Transaction, the Corporation is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions;

• b) the Corporation has had no business activity and has not acquired any material assets since its incorporation other than cash;

• c) the Corporation does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after the completion of the Qualifying Transaction;

• d) the Corporation has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Corporation will be able to identify a suitable Qualifying Transaction;

• e) even if a proposed Qualifying Transaction is identified, there can be no assurance that the Corporation will be able to successfully complete the transaction;

• f) the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Corporation and this may result in further dilution to the investor, which dilution may be significant, and which may also result in a change of control of the Corporation;

• g) there can be no assurance that an active and liquid market for the common shares will develop and an investor may find it difficult to resell its common shares;

• h) if the Corporation fails to complete a Qualifying Transaction within 24 months of listing, the Exchange could suspend or delist the common shares of the Corporation and an interim cease trade order may be issued against the Corporation’s securities by an applicable securities commission if its common shares are suspended from trading on or delisted from the Exchange or otherwise; and

• i) the Corporation competes with other Capital Pool Companies that are seeking suitable Qualifying Transactions. In addition, other Capital Pool Companies may have substantially greater financial and technical resources than the Corporation.

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable, but not absolute, assurance that all material information is obtained, analyzed and reported to senior management on a timely basis in order for management to make reasonable decisions regarding public disclosure.

The Corporation’s certifying officers, the Chief Executive Officer and the Chief Financial Officer, have reviewed the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures. Based on their review, they have concluded that the Corporation’s disclosure controls and procedures, as defined in National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian

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Roosevelt Capital Group Inc. Management Discussion and Analysis

Securities Regulators, were effective and provide reasonable assurance that information required to be disclosed in interim, annual and special filings are submitted under Canadian securities laws and are recorded, processed, summarized and reported in a timely fashion.

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Roosevelt Capital Group Inc. Management Discussion and Analysis

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Subsequent Events

On April 5, 2021 the Corporation received conditional approval from the TSXV for the closing of the proposed Qualifying Transaction. A filing statement in respect of the transaction was prepared in accordance with the requirements of the TSXV.

On April 12, 2021, the Corporation completed its Qualifying Transaction, changed its name to Cloud DX Inc., continued business under the jurisdiction of the CBCA and adopted new articles and bylaws. The subscription receipts issued by 12632926 Canada Ltd in connection with a private placement offering undertaken in connection with this transaction were also exchanged and net proceeds of approximately $5.5M CAD were released.

On April 14, 2021, the final bulletin was issued by the Exchange and on April 15, 2021, the resultant company began trading on the TSXV under the symbol “CDX”.

Other Information

The policies of the TSX Venture Exchange prohibit Capital Pool Companies from carrying on formal investor relations activities. Corporate communications and investor inquiries are handled by the Directors of the Corporation. Additional information about the Corporation is available on SEDAR at www.sedar.com.

CORPORATE INFORMATION as of the date of this MD&A.

CONTACT

Head Office

Cloud DX Inc. 72 Victoria St. S Kitchener, ON E-Mail: investor.relations@clouddx.com

AUDITORS

MNP LLP Mississauga, Ontario

Directors

Robert Kaul Brad Miller William Charnetski Sandeep Kohli Constantine Zachos Michele Middlemore

TRANSFER AGENT

Odyssey Trust Company Calgary, Alberta

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