Conversion of £0.4 million of Loan Notes, Issue of Warrants, Issue of Equity

2nd February 2017

CloudTag (CTAG:LN), the company that brings personal monitoring to the wellbeing, fitness and digital health markets hereby announces that on 1 February 2017 it received a notice of conversion in respect of £400,000 of Notes (based on the nominal value of such notes) which were issued to L1 Capital Global Opportunities Master Fund (“L1”).

 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

In accordance with the notice of conversion, £400,000 of Notes are converted at a conversion price of 4.5 pence per ordinary share (“Conversion”) resulting in the issue of 8,888,889 new ordinary shares (the “Conversion Shares”).   

Under the terms of the Conversion the Company will issue L1 with a warrant over 8,888,889 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, rounded down to the nearest £0.005, or

b)   5.5 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 are 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 £400,000.

 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 8 February 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 439,216,026.  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.

  Cairn Financial Advisers LLP (Nominated Adviser) – Liam Murray / Jo Turner  +44 (0) 20 7213 0880