Cloud DX Inc. — Regulatory Filings 2021

Feb 9, 2021

FORM 51-102F3 Material Change Report

1. Name and Address of Corporation:

Roosevelt Capital Group Inc. (" Roosevelt " or the " Corporation ") 1600, 333-7[th] Ave SW Calgary, Alberta T2P 2Z1

2. Date of Material Change(s):

January 29, 2021

3. News Release:

A news release relating to the material changes described herein was released on January 29, 2021 through the facilities of Newsfile Corp.

4.

Summary of Material Change(s):

Roosevelt, a capital pool company, and Cloud DX, Inc. (" Cloud DX "), 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 ”).

5. Full Description of Material Change:

5.1 Full Description of Material Change

Roosevelt, a capital pool company, and Cloud DX entered into an Arrangement Agreement which outlines the terms and conditions pursuant to which Roosevelt and Cloud DX will complete the Transaction that will result in a reverse take-over of Roosevelt by the shareholders of Cloud DX.

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.

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.

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

2

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 forwardlooking 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.

5.2 Disclosure for Restructuring Transactions

Not applicable.

6. Reliance on Subsection 7.1(2) of National Instrument 51-102 Continuous Disclosure Obligations :

Not applicable.

7. Omitted Information:

Not applicable.

8. Executive Officer Knowledgeable of Material Change:

John Gamble President, and Chief Executive Officer Telephone: (289) 686-3077 Email: JGamble@onlineniagara.ca

9. Date of Report:

February 8, 2021