Cloud DX Inc. Announces $1.75 Million Private Placement of Secured Convertible Debentures
Waterloo, Ontario--(Newsfile Corp. - June 6, 2022) - Cloud DX Inc. (TSXV: CDX) (OTCQB: CDXFF) ("Cloud DX" or the "Corporation"), is pleased to announce its intention to complete a non-brokered private placement of up to 1,750 secured convertible debentures (the "Convertible Debentures") at a price of $1,000 per Convertible Debenture for aggregate gross proceeds of up to $1,750,000 (the "Offering").
The Debentures will mature on the date that is 12 months from the date of issuance (the "Maturity Date") and shall bear interest at a simple rate of 18% per annum, payable upon the earlier of the conversion date or the Maturity Date. The principal amount of the Debenture is convertible, at the election of the holders, into common shares in the capital of the Corporation ("Common Shares") at a conversion price of C$0.15 per Common Share (the "Conversion Price") at any time prior to the Maturity Date. The Debentures will be secured against all present and after-acquired personal property of the Corporation, pursuant to a general security agreement.
The Corporation intends to use the net proceeds of the Offering for inventory and general working capital purposes. In connection with the Offering, the Corporation may pay finder's fees in cash or securities or a combination of both, as permitted by the policies of the TSX Venture Exchange. Closing of the Offering is expected to occur in one or more tranches, with the first tranche expected to close on or about June 24, 2022.
The Convertible Debentures and any securities issuable upon conversion will be subject to a statutory hold period of four months and one day from the date of issuance of the Convertible Debentures. The Offering is subject to final approval by the TSX Venture Exchange.
The Convertible Debentures will be offered and sold by private placement in Canada pursuant to exemptions from the prospectus requirements under National Instrument 45-106 Prospectus Exemptions, and in certain other jurisdictions on a basis which does not require the qualification or registration of the securities issued pursuant to the Offering.