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Toronto, Ontario--(Newsfile Corp. – May 8 2025) - TheNewswire - This news release is issued by 2780839 Alberta Ltd. (the “ Acquiror ”) pursuant to the early warning requirements of National Instrument 62-103 The Early Warning System and Related Take-over Bid and Insider Reporting Issues (“ NI 62-103 ”) and with respect to the acquisition by the Acquiror of subordinate voting shares and multiple voting shares (each “ Acquired Securities ”) Cloud3 Ventures Inc. (the “ Issuer ”).

On May 8 2026, the Acquiror reports that it acquired of 1,176,859 subordinate voting shares of the Issuer and 26,601 multiple voting shares.  Each multiple voting share is convertible into one-hundred (100) subordinate voting shares. Prior to the acquisition, the Acquiror owned and controlled no subordinate voting shares or multiple voting shares in the capital of the Issuer. In the direct and indirect aggregate, the Acquiror now owns and controls 1,176,859 subordinate voting shares of the Issuer and 26,601 multiple voting shares of the Issuer, representing 14.88% of the Issuer’s outstanding subordinate voting shares and 47.56% of the Issuer’s outstanding multiple voting shares. All of the same being further described and hereby referenced through the Form 62-103F (filed on SEDAR+) involving this disclosure.

Immediately after acquiring the Acquired Securities, the Acquiror has beneficial ownership of 1,176,859 subordinate voting shares of the Issuer and 26,601 multiple voting shares of the Issuer, representing 14.88% of the Issuer’s outstanding subordinate voting shares and 47.56% of the Issuer’s outstanding multiple voting shares, on a non-diluted basis. The Acquired Securities were acquired on May 8, 2026 through a private transaction. The Acquiror paid an aggregate amount of $40,496.42 for the Acquired Securities.

In the future, additional securities of the Issuer may be acquired or disposed of by the Acquiror, through the market, privately or otherwise, subject in all cases to market conditions and compliance with applicable securities laws.

NI 62-103 also requires a report to be filed with regulatory authorities in each of the jurisdictions containing additional information with respect to the foregoing matters (the “ Early Warning Report ”). A copy of the Early Warning Report will appear with the Issuer’s documents under its profile on SEDAR+ at www.sedarplus.ca .

Forward-Looking Statements & Risks

This news release contains "forward-looking statements" under applicable Canadian securities laws. Such statements are based on current expectations, assumptions, and projections and involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied. These risks include, without limitation, audit outcomes, regulatory or exchange approvals, market conditions, competitive pressures, global economic shifts, and the Company's ability to execute its strategy. Readers are encouraged to review the Company's most recent Management Discussion & Analysis (" MD&A ") available on SEDAR+ (https:/www.sedarplus.ca/) for additional risk factors. Cloud3 Ventures undertakes no obligation to update or revise forward-looking statements, except as required by law.

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