Subject: Cloud3 Ventures Inc. (CSE:CLDV) - news release to be disseminated
Word Document
File: '\\swfile\EmailIn\20260508 135937 Attachment CLDV 20260508 PR David Nikzad.docx'
EARLY WARNING PRESS RELEASE
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN
May 8, 2026 - David Nikzad announces that he has disposed of 953,590 Subordinate Voting Shares ("SVS Shares") of Cloud3 Ventures Inc. (the "Company") through a private transaction, for an aggregate price of CAD$32,088, at CAD$0.03365 per SVS Share, representing 7.06% of the outstanding SVS Shares on a non-diluted basis (calculated based on the total number of Multiple Voting Shares ("MVS Shares") outstanding on an as converted basis). Each MVS Share has a restricted right to convert into 100 SVS Shares.
Immediately prior to the disposition, Mr. Nikzad held 1,400,534 SVS Shares and 87,500 stock options, representing approximately 10.37% of the outstanding voting and equity shares of the Company (assuming conversion of all MVS Shares into SVS Shares), 17.71% of the outstanding SVS Shares on a non-diluted basis, and 10.95% on a partially diluted basis (assuming exercise of such options).
Immediately following the disposition, Mr. Nikzad hold 446,944 SVS Shares and 87,500 stock options to acquire SVS Shares, representing approximately 3.31% of the outstanding voting and equity shares of the Company (assuming conversion of all MVS Shares into SVS Shares), 5.65% of the outstanding SVS Shares on a non-diluted basis, and 3.93% on a partially diluted basis (assuming exercise of such options).
Mr. Nikzad disposed of the SVS Shares for investment purposes. In the future, Mr. Nikzad will evaluate his investment in the Company from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease his shareholdings as circumstances require through market transactions, private agreements, or otherwise.
A copy of the early warning report being filed by Mr. Nikzad may be obtained on SEDAR+ at www.sedarplus.ca under the Company's profile or by contacting the Company at admin@cloud3.ventures
Word Document
File: '\\swfile\EmailIn\20260508 135939 Attachment CLDV 20260508 PR Orthogonal.docx'
EARLY WARNING PRESS RELEASE
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN
May 8, 2026 - Orthogonal Thinker Inc. ("Orthogonal") announce that it has disposed of 120,495 Subordinate Voting Shares ("SVS Shares") and 33,761 Multiple Voting Shares ("MVS Shares") of Cloud3 Ventures Inc. (the "Company" or "Cloud3") through a private transaction, for an aggregate price of CAD$117,660, at CAD$0.03365 per SVS Share. Orthogonal delivered notice to exercise the right to acquire 2,444 MVS Shares, and has also disposed of the right. The shares represent approximately 25.90% of the issued and outstanding SVS Shares on a non-diluted basis (calculated based on the total number of MVS Shares outstanding on an as converted basis), and 27.21% on a partially diluted basis. Each MVS Share has a restricted right to convert into 100 SVS Shares.
Orthogonal also announced that Pluto 11.11 Inc. ("Pluto"), a related party, has disposed of 806,530 SVS Shares and 17,000 MVS Shares, through a private transaction, for an aggregate price of CAD$84,344, at CAD$0.03365 per SVS Share. The shares represent approximately 18.56% of the issued and outstanding SVS Shares on a non-diluted basis (calculated based on the total number of MVS Shares outstanding on an as converted basis).
Immediately prior to the dispositions, Orthogonal and Pluto together held 927,025 SVS Shares, 50,761 MVS Shares, 12,974 MVS Warrants and a right to acquire 2,444 MVS Shares and 5,698 MVS Warrants, representing approximately 44.46% of the issued and outstanding SVS Shares on a non-diluted basis (calculated based on the total number of MVS Shares outstanding on an as converted basis) and 51.97% on a partially diluted basis.
Immediately following the dispositions, Orthogonal and Pluto together hold nil SVS Shares, nil MVS Shares, 12,974 MVS Warrants and a right to acquire 5,698 MVS Warrants, representing approximately 0% of the issued and outstanding SVS Shares and 12.15% on a partially diluted basis.
Orthogonal and Pluto have disposed the SVS Shares and MVS Shares for investment purposes. In the future, Orthogonal and Pluto will evaluate their investment in the Company from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease its shareholdings as circumstances require through market transactions, private agreements, or otherwise.
A copy of the early warning report being filed by Orthogonal may be obtained on SEDAR+ at www.sedarplus.ca under the Company's profile or by contacting the Company at admin@cloud3.ventures
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