– Adds Patents and Expands the Company's
Fortune 500 Customer Base –
– Positions mCloud as
an Industrial Cloud Leader in Artificial Intelligence/3D
–
– $200,000 (10%)
of Total Share Consideration Paid to NGRAIN Employees –
VANCOUVER, Jan. 4, 2018 /CNW/ - Universal mCloud Corp.
(TSX-V: MCLD) ("mCloud" or the "Company"), a leading provider of
IoT-connected asset care technology solutions, today announced that
it has signed a binding Share Purchase Agreement ("SPA") to
purchase 100% of NGRAIN (Canada)
Corporation ("nGrain"). The deal is expected to close in Q1,
2018 and will strengthen mCloud's AssetCare™ Cloud Solution by:
- Adding Key Technology Capabilities: The acquisition will
significantly enhance mCloud's AssetCare™ Solution by adding
critical Artificial Intelligence ("AI") experience and expanding
its 3D/Augmented Reality technology capabilities.
- Expanding the Customer Base: nGrain expands mCloud's Fortune
500 customer base who use nGrain's inspection and AI interpretation
for analyzing surfaces at a high level of precision and for
identifying damages in critical assets such as military fighter
jets.
- Bulking up the Patent Portfolio: The acquisition will also add
10 patents in applied 3D technology, complementing mCloud's
existing patents in HVAC diagnostic technology.
"This transaction solidifies our position in IoT analytics by
adding another critical component of our overall strategic vision,"
said Russel McMeekin, mCloud CEO.
"We will leverage nGrain's AI and 3D Augmented Reality
technology to greatly enhance our AssetCare™ platform starting
immediately with our AssetCare™ Wind solution."
The precision standards that nGrain technology utilizes meets
rigorous requirements, including deployment in such applications as
F-22 and F-35 fighter jet inspections. This standard of precision
will greatly enhance mCloud's AssetCare™ offering, initially as a
wind turbine solution for blade inspection, and will drastically
reduce the cost of inspection while providing a highly accurate
virtual representation to be used for future comparisons and
correlating to continuous IoT sensor data.
According to Russel McMeekin,
"The nGrain technology opens up a very compelling customer value
proposition to offset costly inspection methods with the ability to
correlate field observations with a 24/7 connected IoT data stream.
Furthermore, the nGrain technology exceeds mainstream
industrial requirements providing us a "best in breed" offering for
the critical assets that we service. We are particularly
happy to have the nGrain team join us, whom we see as helping drive
our innovation agenda forward."
nGrain enhances mCloud's innovation culture and it is expected
that the application of its AI/3D technology will expand beyond
wind turbine inspection, to supplement additional asset classes,
including building energy management and distributed electrical
transformers. AssetCare™ Mobile, which supports field service
technicians, will also gain with enhanced and secure Augmented
Reality capabilities.
Barry Po, Senior Director,
Product and Business Development says, "The entire nGrain team is
excited to be joining mCloud. We see a natural cultural fit,
but more importantly we see a path to bringing the nGrain
technology to a broader audience through mCloud's distribution and
growth plans."
Marc Weiner of Tandem Expansion
Fund, a major shareholder in nGrain says, "As investors in nGrain,
we have come to know both the technology and the people. We
see the combination of this capability with mCloud's team and
vision as game changing, yielding market winning solutions and a
strong return on our investment going forward."
Summary of NGRAIN Financials (unaudited estimates):
2017 Revenue $1.2M, Gross Margin
78%, EBITDA ($330,000)
Summary of Deal Terms:
Approximate number of mCloud Shares at deal closing of 5,250,000
($2.1M valued at $0.40 per share) including 500,000 shares for
nGrain employees ($200,000 valued at
$0.40 per share). An additional
$100,000 worth of shares to be
provided as employee performance awards.
Cash at deal closing of $300,000,
and additional cash of $307,500 in
the form of a Vendor Note to be paid within 90 days of
closing. The deal also includes the assumption of
$142,500 in long-term, unsecured
debt.
This is an arm's length transaction and no finder's fees are
payable in connection with the acquisition.
Completion of this transaction is subject to the approval of TSX
Venture Exchange.
About Universal mCloud Corp.
mCloud 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.
About NGRAIN (Canada)
Corporation
NGRAIN brings artificial intelligence to damage assessment, serving
customers in insurance, aerospace, and defense. Since 2000, the
company has helped organizations transform their maintenance and
inspection practices through the use of AI and 3D. With proprietary
technology developed in-house, NGRAIN helps organizations settle
damage claims faster, get every inspection right the first time,
and create opportunities to serve customers better. The company is
headquartered in Vancouver, Canada
with satellite offices in Ottawa,
Canada and Des Moines,
USA
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 future business prospects and potential
revenue of the Company and the completion of the transaction
contemplated herein.
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 including, without limitation,
the completion of the transaction contemplated herein. 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