- Darren Anderson appointed
Chief Financial Officer
- Michael A. Sicuro to lead
NASDAQ Listing
- Special Committee Formed and Audit Committee Augmented to
Align Governance
VANCOUVER, Oct. 16, 2018 /CNW/ - Universal mCloud Corp.
(TSX-V: MCLD) ("mCloud" or the "Company"), a leading provider of
AI, Analytics and IoT-cloud connected, asset-care technology
solutions announced today that it has begun the process of
co-listing on the NASDAQ Capital Market (the "NASDAQ").
As an initial step, the Company has appointed Co-Founder and
Chief Investment Officer Michael A.
Sicuro non-executive Chairman of the Board, while
simultaneously appointing Darren
Anderson, currently the Company's Chief Accounting Officer
to Chief Financial Officer. Current Board member Mike Allman will have a more active role with
the senior team in the Company's growth and strategy activities
while continuing to serve on the Board as Chairman of the
Compensation and Nominating Committees.
Mr. Anderson has over 13 years of experience in finance and
accounting including over 5 years as a finance executive. He
is a Chartered Professional Accountant (CPA,) in the Province of
Ontario and a graduate of Carlton
University in Ottawa.
"We are fortunate to have a broad and deep team to support
the company through this transition," said Russel McMeekin, President and CEO of mCloud.
"Darren came to us with the Ngrain transaction and is a tremendous
talent. Having him on the team and assuming this role is directly
in line with a key component in our acquisition strategy of adding
bench strength through these transactions. He is an excellent
financial executive and a true steward of capital."
"We are extremely grateful to our current shareholders for their
support thus far," McMeekin added. "We want this group and all
future shareholders to have access to the NASDAQ platform for their
portfolios."
The Company also accepted the resignation of John Pitfield from the Board of Directors (the
Board) and appointed Betsy Maclean
to the Board, both effective immediately. Ms. Maclean earned
her MBA at Stanford University's
Graduate School of Business. During 14 years at Honeywell Inc Ms.
Maclean held leadership positions in global finance, financial
systems, and analytics. After Honeywell she held executive finance
and accounting positions in both private and public companies. Ms.
Maclean is currently VP of Finance and Accounting at Newgioco
Group
"We want to thank John for his service and wish him well in his
future endeavors," Michael A. Sicuro
stated. "We are honored and excited to have Betsy on the team and
with her strong finance and industrial and technology background
she is a welcomed addition to the Board and especially as a new
member of the Audit Committee."
Additionally, the Company's Board of Directors has formed a
special committee (the "Special Committee") to be chaired by Mr.
Sicuro, a long time Wall Street and capital markets veteran, to
oversee the NASDAQ listing process together with management and the
Company's outside advisors. The mission of the Special
Committee will be to ensure a smooth and efficient transition to
co-list with the NASDAQ while enabling the management team to
continue to focus on mCloud's growth strategy, thereby minimizing
distractions from the business.
The multi-jurisdictional regulations between the TSX and the
SEC/NASDAQ are expected to enable the Company to become listed on
the NASDAQ following certain changes to its current governance
structure and internal processes. The Company has identified
its key outside advisory team, which will be finalized by the
Special Committee. The process will commence immediately and is
anticipated to continue into 2019 in accordance with the required
steps and milestones.
The Company intends to add a third independent director as part
of the NASDAQ listing process in order to comply with NASDAQ
listing requirements and the recently announced changes for
companies domiciled in California. The mCloud team has
already identified several candidates, with an expectation that
this individual most likely will be nominated as the Company's lead
independent director.
Listing on the NASDAQ will be subject to the satisfaction of
certain conditions, including the approval of the NASDAQ. There is
no guarantee that the Company will satisfy all of the conditions to
listing.
About Universal mCloud Corp.
Universal mCloud is headquartered in Vancouver, BC with technology and operations
centers in San Francisco, CA and
Bristol, PA. mCloud is an
Artificial Intelligence and Analytics, IoT connected asset care
cloud solution company utilizing connected IoT devices, AI, 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 proposed listing of the Company's common
shares on the NASDAQ and the Company's ability to satisfy the
listing standards of the NASDAQ.
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 several risks including, without limitation, the risk
that the Company may not achieve co-listing on NASDAQ when
expected, or at all, as well 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