VANCOUVER, March 19, 2018 /CNW/ - Universal mCloud
Corp. (TSX-V: MCLD) ("mCloud" or the "Company"), a leading provider
of IoT-connected, asset-care technology solutions, is pleased to
announce that, further to its press release from February 20, 2018 it has closed its previously
announced brokered private placement (the "Offering"), led by
Echelon Wealth Partners Inc. (the "Agent"). The Company also
announced changes to its Board of Directors.
The Offering
Under the Offering, the Company issued
6,027,282 units (each, a "Unit") at a price of $0.35 per Unit for aggregate gross proceeds of
approximately $2.1 million.
Each Unit consists of one common share of the Company and
one-half of one common share purchase warrant of the Company, with
each warrant exercisable at a price of $0.45 per share for a period of 36 months
following closing, 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.
In consideration for its services in connection with the
Offering, the Agent received a cash commission equal to 7.0% of the
gross proceeds raised and was issued 421,910 broker warrants (the
"Broker Warrants"). Each Broker Warrant is exercisable for one
common share of the Company at a price of $0.45 per common share until March 19, 2020.
The net proceeds from the Offering will be used for recent
M&A obligations, related expenses and general working capital
purposes.
All securities issued by the Company under the Offering are
subject to a statutory four month hold period expiring on
July 20, 2018 in accordance with
applicable securities legislation.
Change of Directors
mCloud also announced today that,
effective March 19, 2018,
John S. Pitfield will be joining the
Board of Directors as an independent director, and Campbell
("Cam") Deacon will be stepping down
from the Board due to personal and health reasons.
"We would like to thank Cam for his invaluable leadership during
his tenure as director of the Company. His counsel was
instrumental throughout our journey from Silicon Valley to TSX
Venture Exchange. With his guidance, mCloud has transformed
into a stronger, more diversified, global Artificial Intelligence
("AI") technology company," said Mike
Allman, Chairman of the Board. "At the same time, we are
very pleased to have John join our Board and we look forward to his
contributions. John's impressive resume in global banking and
capital markets will be invaluable as we execute on our strategic
plan and work hard to add value for our shareholders."
"It has been my distinct pleasure to serve on this Board," said
Mr. Deacon. "This is an impressive team and I am proud to have been
a part of the growth and success that they have achieved in a very
short period of time. I leave with great confidence in
mCloud's future and the strength of its Board."
Mr. Pitfield brings extensive global banking experience having
spent 22 years with Citibank in capital markets and global banking,
working in Toronto, Singapore, Hong
Kong, Indonesia and
the United States. In addition,
Mr. Pitfield served as Director, Wealth Management with Royal Bank
of Canada and spent five years
with Jones Collombin Investment Counsel Inc., most recently as
President.
"I am excited to be joining mCloud's team," said Mr. Pitfield.
"I look forward to contributing to its success and being a part of
this rapidly evolving technology company."
About Universal mCloud Corp.
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.
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.
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 use of the proceeds
raised under the Offering.
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.
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