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Cloud Nine Closes First Tranche of Private Placement


Vancouver, British Columbia - TheNewswire - May 12, 2021 - Cloud Nine Web3 Technologies Inc. (“Cloud Nine” or the “Company”) (CNSX:CNI.CN) (OTC:CLGUF) (FSE:1JI0), is pleased to announce that it has closed the first tranche of its non-brokered private placement of 908,655 units (each, a “Unit”) at $1.37 per Unit for gross proceeds of $1,244,857. (the “Offering”).


Each Unit consists of one common share in the capital of the Company (each, a “Share”) and one-half of one transferable common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to acquire one Share at a price of $1.75 per Share for a period of twelve  months from the date of closing of the Offering. In the event that the Shares trade at a price of $2.50 for ten (10) consecutive trading days, the Company may, at its option, accelerate the Warrant expiry date by providing notice (the “Acceleration Notice”) to the Warrant holders by way of a news release that the Warrants will expire on the 30th day from the date of the Acceleration Notice.


The net proceeds of the Offering will be used for working capital, software development and general corporate purposes.


All securities to be issued pursuant to the Offering will be subject to a four month and one day hold period in accordance with applicable Canadian securities laws.


None of the foregoing securities will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.


On Behalf of the Board,

Cloud Nine Web3 Technologies Inc.


Sefton Fincham



Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy of accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contain herein.


Forward-looking statements


Certain statements in this press release are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements in this news release include statements regarding the use of proceeds of the Offering. Such statements are qualified in their entirety by the inherent risks and uncertainties that the proceeds of the Offering may be used other than as set out in this news release and other factors beyond the control of the Company. Such forward-looking statements should therefore be construed in light of such factors, and the Company is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.