/THIS NEWS RELEASE IS INTENDED FOR
DISTRIBUTION IN CANADA ONLY AND IS
NOT AUTHORIZED FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
VANCOUVER, Oct. 24, 2017 /CNW/ - Universal-mCloud Corp.
(TSX-V: MCLD) ("mCloud" or the "Company") is pleased to
announce that it has entered into an agreement with Canaccord
Genuity Corp. as lead agent (the "Lead Agent"), on behalf of a
syndicate of agents (the "Agents"), to undertake a fully marketed
private placement of units of the Company (the "Units") for gross
proceeds of up to C$2,000,000 at a
price (the "Issue Price") of $0.40
per Unit (the "Offering"). In addition, the Company has granted the
Agents an option (the "Agents' Option") to sell up to an additional
2,500,000 Units at the Issue Price, to raise additional gross
proceeds of up to C$1,000,000,
exercisable until 48 hours prior to the Closing Date (as
hereinafter defined).
Each Unit will be comprised of one common share of the Company
and one-half of one common share purchase warrant of the Company.
Each warrant will be exercisable at a price of $0.50 per share for a period of 36 months
following the closing of the Offering, and will be subject to
accelerated expiration if the 10-day weighted average trading price
of the Company's common shares is, at any time, greater than
C$0.80 per share.
In connection with the Offering, the Agents will receive a cash
commission equal to 7% of the gross proceeds raised under the
Offering, together with broker warrants to acquire 7% of the number
of Units sold pursuant to the Offering ("Broker Warrants").
Each Broker Warrant will be exercisable for one common share of the
Company at the Issue Price for a period of 24 months following the
closing of the Offering.
The net proceeds from the Offering will be used for general
working capital purposes.
"We are pleased to have entered into this financing agreement.
Our continued ability to access capital from existing and new
investors will allow us to further develop our commercial product
line and penetrate further into the IoT connected marketplace,'"
said Russ McMeekin, mCloud President
& CEO.
The Company expects that the Offering will close in early
November. All securities issued by the Company in connection with
this Offering will be subject to a statutory four month hold
period. Completion of the Offering is subject to a number of
conditions, including, without limitation, the Company and the Lead
Agent entering into a binding agency agreement and receipt of all
required regulatory approvals, including the approval of the TSX
Venture Exchange.
This news release does not constitute an offer to sell, or a
solicitation of an offer to buy, any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or
any state securities laws and may not be offered or sold within
the United States or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
About Universal-mCloud Corp.
Universal-mCloud Corp. is headquartered in Vancouver, BC with technology and operations
centers in San Francisco, CA and
Bristol, PA. mCloud is an IoT
connected asset care cloud solution company utilizing connected IoT
devices, leading deep energy analytics, secure mobile and 3D
technologies that rally all asset stakeholders around an
Asset-Circle-of-Care™, providing complete real‐time and historical
data coupled with guidance and advice based on deep analytics and
diagnostics resulting in optimal performance and care of critical
equipment. It's all about the asset. The powerful and secure
AssetCare™ environment is accessible everywhere, 24/7 through
standard mobile devices, ruggedized headsets, and web browsers. For
more information, visit www.mCloudCorp.com.
Forward-Looking Information and Statements
This press release contains certain "forward-looking
information" within the meaning of applicable Canadian securities
legislation and may also contain statements that may constitute
"forward-looking statements" within the meaning of the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of
1995. Such forward-looking information and forward-looking
statements are not representative of historical facts or
information or current condition, but instead represent only the
Company's beliefs regarding future events, plans or objectives,
many of which, by their nature, are inherently uncertain and
outside of the Company's control. Generally, such forward-looking
information or forward-looking statements can be identified by the
use of forward-looking terminology such as "plans", "expects" or
"does not expect", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases
or may contain statements that certain actions, events or results
"may", "could", "would", "might" or "will be taken", "will
continue", "will occur" or "will be achieved". The forward-looking
information contained herein may include, but is not limited to,
information concerning the Offering and the proposed completion
thereof.
By identifying such information and statements in this manner,
the Company is alerting the reader that such information and
statements are subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity, performance or achievements of the Company to be
materially different from those expressed or implied by such
information and statements.
An investment in securities of the Company is speculative and
subject to a number of risks including, without limitation, the
risks discussed under the heading "Risk Factors" on pages 29 to 46
of the Company's filing statement dated October 5, 2017. Although the Company has
attempted to identify important factors that could cause actual
results to differ materially from those contained in the
forward-looking information and forward-looking statements, there
may be other factors that cause results not to be as anticipated,
estimated or intended.
In connection with the forward-looking information and
forward-looking statements contained in this press release, the
Company has made certain assumptions. Although the Company believes
that the assumptions and factors used in preparing, and the
expectations contained in, the forward-looking information and
statements are reasonable, undue reliance should not be placed on
such information and statements, and no assurance or guarantee can
be given that such forward-looking information and statements will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such information and
statements. The forward-looking information and forward-looking
statements contained in this press release are made as of the date
of this press release, and the Company does not undertake to update
any forward-looking information and/or forward-looking statements
that are contained or referenced herein, except in accordance with
applicable securities laws. All subsequent written and oral
forward- looking information and statements attributable to the
Company or persons acting on its behalf is expressly qualified in
its entirety by this notice.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Universal-mCloud Corp