Cloud DX Inc. — Regulatory Filings 2021

Apr 21, 2021

NOTICE OF CHANGE IN CORPORATE STRUCTURE PURSUANT TO SECTION 4.9 OF NATIONAL INSTRUMENT 51-102

Item 1: Name of the Parties to the Transaction

Cloud DX Inc. (formerly Roosevelt Capital Group Inc.) (the " Issuer ")

12686163 Canada Inc., a wholly-owned subsidiary of the Issuer (" Acquireco ")

12632926 Canada Ltd. (" Cloud Canada "); and

Cloud DX, Inc.

Item 2:

Description of the Transaction

On April 12, 2021, the Issuer completed its previously announced "Qualifying Transaction", as defined under Policy 2.4 of the TSX Venture Exchange (the " Exchange "). The Qualifying Transaction was effected through a reverse takeover structured as a court-approved plan of arrangement under Section 190 of the Canada Business Corporations Act (the " Arrangement ") on the terms and conditions set out in the arrangement agreement dated January 29, 2021, as amended on February 26, 2021, among the Issuer, Acquireco, Cloud Canada and Cloud DX, Inc.

Prior to closing the Qualifying Transaction, the Issuer consolidated its issued and outstanding common shares (each post-consolidation common share, a " Common Share ") and changed its name from "Roosevelt Capital Group Inc." to "Cloud DX Inc.". Subsequently, the Issuer continued out of Alberta under the Business Corporations Act (Alberta) into the federal jurisdiction of Canada under the Canada Business Corporations Act and adopted new articles and bylaws.

Pursuant to the Arrangement, Cloud DX, Inc., a Delaware entity, became a wholly-owned subsidiary of Cloud Canada, and Cloud Canada amalgamated with Acquireco and became a wholly-owned subsidiary of the Issuer. An aggregate of 68,353,981 Common Shares were issued in connection with the Qualifying Transaction, including 1,094,490 Common Shares as advisory and finder shares, and 12,190,000 Common Shares to former holders of subscription receipts of Cloud Canada. Upon completion of the Qualifying Transaction, there are 72,094,396 Common Shares issued and outstanding.

The Common Shares of the Issuer resumed trading on the Exchange under the symbol "CDX" on April 15, 2021 and the Company is classified as a Tier 2 issuer pursuant to Exchange policies.

Item 3: Effective Date of Transaction

April 12, 2021.

• Item 4: Names of Each Party, if any, that Ceased to be a Reporting Issuer After the Transaction and of Each Continuing Party

Not applicable.

Item 5: Date of Reporting Issuer’s First Financial Year-End Subsequent to the Transaction (if paragraph (a) or subparagraph (b)(ii) of s.4.9 applies)

Not applicable.

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Item 6: Periods, Including Comparative Periods, if any, of the Interim and Annual Financial Statements Required to be Filed for the Reporting Issuer’s First Financial Year After the Transaction (if paragraph (a) or subparagraph (b)(ii) of s. 4.9 applies Not applicable. Item 7: Documents Filed Under NI 51-102 that Described the Transaction and Where Those Documents Can be Found in Electronic Format (if paragraph (a) or subparagraph (b)(ii) of s. 4.9 applies):

Not applicable.

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