CLOUD3 VENTURES — Board/Management Information 2024

Nov 13, 2024

Cloud3 Ventures Inc. Announces Resignation of Chief Financial Officer and Provides Biweekly Update On Management Cease Trade Order

Toronto, Ontario – November 12, 2024 – Cloud3 Ventures Inc. ( “ Cloud3 ” or the “ Company ”) (CSE: CLDV) (OTC Pink: CLDVF) (FSE: WQ4), a leading venture firm specializing in blockchain technologies, artificial intelligence, and decentralized finance, announces the resignation of Kyle Appleby as Chief Financial Officer of the Company effective October 28, 2024. The Company is currently actively conducting a search for a suitable replacement.

In addition, in accordance with National Policy 12-203 Management Cease Trade Orders (“ NP 12-203 ”), the Company is providing an update on the status of a management cease trade order (the “ MCTO ”) granted on October 29, 2024, by the British Columbia Securities Commission. On October 29, 2024, the Company announced the MCTO was issued in connection with the delay by the Company in filing its audited financial statements for the financial year ended June 30, 2024, and related management’s discussion and analysis and officers certification of filings for this period (the “ Required Filings ”).

The Company is working to complete the Required Filings and expects that it will be in a position to complete the Required Filings on or before December 27, 2024.

During the period of the MCTO, the general public will continue to be able to trade in the Company’s listed securities. However, the Company’s chief executive officer and chief financial officer will not be able to trade in the Company’s shares.

The Company confirms: (i) that it will satisfy the provisions of the alternative information guidelines under NP 12-203 by issuing bi-weekly default status reports in the form of news releases during the period of the MCTO; (ii) the Company is not subject to any insolvency proceedings; and (iii) except as disclosed above, the Company confirms that there is no other material information relating to its affairs that has not been generally disclosed.

About Cloud3 Ventures Inc.

Cloud3 Ventures Inc. is an innovative advisory and investment firm focused on blockchain, AI, and decentralized applications. The Company’s mission is to identify, invest in, and provide strategic guidance to world-class projects within the evolving web 3.0 ecosystem. Cloud3 Ventures Inc.’s portfolio spans a diverse range of early-stage and growth-phase companies across key sectors, including digital assets, decentralized finance, and AI-enabled platforms.

For further information please contact:

David Nikzad CEO and Co-Founder Telephone: 1-866-395-6989 Email: investors@ortho.gg Website: Cloud3.Ventures

- Cautionary Note Regarding Forward Looking Statements

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, certain of which are beyond the control of the Company. Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur or be achieved and other similar expressions. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made. In the news release, such forward-looking statements include, but are not limited to, statements regarding the Company’s performance, business objectives, milestones and the potential outcomes from its development contained therein.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation: the Company’s ability to comply with all applicable regulations and laws, including environmental, health and safety laws; the success of 4worlds as a metaverse universe and a DAO on the Bitcoin blockchain; the experience of Orthogonal’s advisory board to oversee the project; the Company has sufficient working capital for future operating activities; the ability of the Company to achieve its business objectives and milestones and the anticipated timing of execution; the Company’s ability to continue as a going concern; the Company’s ability to achieve profitability in the 2024 fiscal year; the Company’s ability to obtain additional financing for continued operations on terms acceptable to the Company outlined herein.

The above lists of forward-looking statements and assumptions are not exhaustive. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated or implied by such forward-looking statements due to a number of factors and risks. These include: changes in general economic, business and political conditions, including changes in the financial markets; consents or authorizations required; changes in laws, regulations and policies affecting the Company’s operations; currency fluctuations; environmental issues and liabilities; the inability of the Company to obtain additional financing for continued operations on terms acceptable to the Company; the lack of control over the Company’s investees; risks relating to investing in the SVS; volatility in the market price of the Company’s SVS; dilution of shareholders’ holdings; negative operating cash flow; the negative effects of interest rate and exchange rate changes; risks relating to the Company’s reliance on key employees; limitations in the liquidity of the SVS; litigation risks; risks with the integration of new businesses and acquisitions; risks related to the Company’s status as an “emerging growth company” under the U.S. securities laws; the Company’s inability to expand into new business areas and geographic markets; management of growth; the risk of defaulting on existing debt; the Company’s inability to continue as a going concern; and the Company’s inability to achieve profitability in 2024.