Cloud Nine Education Group announces $1.4M private placement

News Release

Cloud Nine Announces Private Placement of Convertible Debentures

Vancouver, B.C. – (July 12, 2017) Cloud Nine Education Group Ltd. (the “Company” or “Cloud Nine”) is pleased to announce that it intends to complete a non-brokered private placement of unsecured convertible debentures (the “Private Placement”) in the principal amount of up to $1,400,000 (the “Debentures”), maturing in 18 months after closing of the Private Placement (the “Maturity Date”). From and after the date of issue of the Debentures until the Maturity Date, the Debentures will be convertible into common shares of Cloud Nine at the option of the holder at a conversion price of $0.14 per share (the “Conversion Price”). Interest on the Debentures shall be paid semi-annually in arrears at an interest rate of 12% per annum.

The Company has the right to convert the Debentures into common shares of the Company at the Conversion Price in the event the closing price of the Company’s common shares on the Canadian Securities Exchange (or such other stock exchange on which the Company’s common shares are then listed for trading) is greater than $0.28 (subject to adjustment for any subdivision, consolidation, merger, amalgamation, reorganization, plan of arrangement or reclassification pursuant to the Articles) for a period of 10 consecutive trading days.

The Company intends to use the proceeds from the Private Placement to pay out an existing loan which will leave assets unencumbered, and for general working capital.

Closing of the Private Placement is subject to all necessary regulatory and stock exchange approvals. All securities issued in connection with the Private Placement will be subject to a four-month hold period from the date of issue under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

About Cloud Nine

Cloud Nine is a Canadian company specializing in the development and sale of its proprietary Cloud Nine ESL Program. The curriculum is technologically advanced and meets the needs of today’s increasingly mobile student. Tablets replace textbooks and the cloud hosted course content provides the equivalent of more than 30,000 pages of learning materials including URL links, instructional videos and embedded exercises for a monthly licensing fee that is competitive with the cost of textbooks.

The Company also owns and operates Cloud Nine College, an accredited ESL school located in Vancouver.

For more information regarding Cloud Nine, please contact:

Michael Hunter
President and Chief Executive Officer
Telephone: +1.604.377.5572