Cloudtag Inc Regulatory News (CTAG)

17 January 2017

CloudTag Inc.

("CloudTag" or the "Company")

Conversion of £0.3 million Loan Notes

Issue of Warrants

Notice of Exercise of Warrants

Issue of Equity

CloudTag (CTAG:LN), the company that brings personal monitoring to the wellbeing, fitness and digital health markets hereby announces that on 16 January 2017 it received a notice of conversion in respect of £300,000 of Notes (based on the nominal value of such notes) which were issued to L1 Capital Global Opportunities Master Fund ("L1") together with a notice to exercise warrants over 2,884,615 new ordinary shares in the Company at an exercise price of 6 pence per share for total gross proceeds of £173,076.92.

Definitions used in this announcement are taken from the Company's announcements dated 7 November 2016 and 28 November 2016 ("Notes Announcements") unless otherwise stated.

Conversion of Loan Notes and Issue of Warrants

The £300,000 of Notes have been converted at a conversion price of 6.5 pence per ordinary share ("Conversion") resulting in the issue of 4,615,385 new ordinary shares (the "Conversion Shares").

Under the terms of the Conversion the Company has also issued L1 with a warrant over 4,615,385 new ordinary shares in the Company with an exercise price the lower of:-

a) 90% of the closing bid price per ordinary share on the day immediately prior to the date of exercise of such warrants, or

b) 8.0 pence per share.

The terms of the Warrants are as stated in the Notes Announcements. Both the conversion price in respect of the Notes and exercise price in respect of the Warrants have been rounded down to the nearest £0.005 in accordance with the terms of the relevant agreements.

The remaining aggregate unconverted nominal value of the Notes issued to L1 is £800,000.

Application will be made for the admission of the Conversion Shares to trading on AIM and it is expected that dealings in the Shares will commence on or around 23 January 2017. The Shares will rank pari passu in all respects with the Company's existing ordinary shares.

Following the issue of the Conversion Shares, the total number of ordinary shares in issue will be 427,442,522.  This number may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company.

Proposed Exercise of Warrants

The Company has today received notice in respect of an exercise of warrants over 2,884,615 ordinary shares in the Company ("Warrant Shares") at an exercise price of 6.0 pence per Warrant Share in relation to warrants issued to L1 as announced on 14 November 2016.

The issue of the Warrant Shares is subject to receipt by the Company of gross proceeds from the warrant exercise of £173,076.92 ("Gross Proceeds"). This amount is expected to be received on or around 19 January 2017. A further announcement will be made to confirm receipt of the Gross Proceeds and application for Admission of the Warrant Shares to trading on AIM will be made following receipt of the Gross Proceeds.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.