- Approved Pending Transaction and Year End Assets
- AssetCare Wind in UK and Europe
VANCOUVER, Jan. 17, 2019 /CNW/ - Universal mCloud Corp.
(TSX-V: MCLD) (OTCQB: MCLDF) ("mCloud" or the "Company"), is
pleased to announce, further to its previous releases on
January 10, 2019 and June 21, 2018, it has received TSX Venture
Exchange ("TSXV") approval for the acquisition of Flow Capital
Corp.'s ("Flow") (TSX-V: FW) gross sales royalty in Agnity Global,
Inc. (the "Transaction").
Under the terms of the Transaction, mCloud will acquire the
royalty interest in exchange for the following compensation payable
to Flow:
Payment
Structure
|
Amount
|
Terms
|
Cash Payable by
mCloud
|
|
Payable in
Cash
|
USD$146,194
|
Close
|
Balloon
Payment
|
At the discretion of
Flow
|
Payable in Cash
or
Common Shares
|
USD$525,000
|
Upon pay out of
Flow
Acquisition Payable
|
mCloud Common
Shares ("Shares")
|
Payable in Shares
within the Term if the
|
CND$1.00 per
Share
|
1,500,000
Shares
|
After the closing
date and prior
|
five day volume
weighted average trading
|
CND$2.00 per
Share
|
1,000,000
Shares
|
to the sixth
anniversary of the
|
price ("VWAP") is
equal to or exceeds
|
CND$3.00 per
Share
|
1,000,000
Shares
|
closing date (the
"Term")
|
mCloud will also receive a loan from Flow in the amount of
USD$2,000,000 for a term of 12
months, which will be established as an acquisition payable, under
which mCloud will make interest payments of USD$41,667 per month until the loan is repaid.
The interest payments under the loan are expected to be offset by
the royalty collected by mCloud from Agnity Global, Inc. of no less
than USD$41,667 per month (based on a
monthly royalty rate equal to between 1% and 4% of Agnity's gross
revenue).
"The successful close of this transaction is an important
milestone for mCloud and allows us to shift execution efforts to
closing the acquisition of CSA Inc., which was originally announced
on January 11, 2018," stated
Russ McMeekin, President & CEO
of mCloud. "The Agnity acquisition creates strong synergies for
mCloud and enables us to accelerate AssetCare's expansion and entry
into new markets, including Europe."
"We have commenced making commercial progress with previous
acquisition transactions of Norwin and Endurance in UK and
Europe," added McMeekin. "We
expect to secure AssetCare contracts in the coming months in these
markets based on strong demand."
Roll-out of AssetCare Wind Initiative in the UK and
Europe:
As announced on Dec. 11, 2017,
mCloud acquired joint technology rights for the Norwin 225 kW Wind
Turbine in an all equity deal. The Company also announced
that Norwin's founder, Ole Sangill, would be joining its team to
lead the expansion of AssetCare Wind. Norwin's IP for wind turbines
forms the basis of mCloud's AssetCare Wind Analytics, which have
been licensed in over 600 installations worldwide.
Following this transaction, mCloud began pursuing key
international opportunities. The Company identified attractive
market trends in the UK and Europe. Both countries' feed-in tariff rates
for wind triple or quadruple the U.S. or Canada's, creating high returns for end owners
and a strong market for wind energy. mCloud's Norwin-powered
solution has been positively received in these markets and the
Company expects to secure AssetCare wind contracts in early 2019.
Over the next several years, mCloud is targeting over 1,200 of the
addressable turbines in these markets.
In accordance to a previously executed agreement with the
founder of Norwin, the Company reports that its board of directors
has approved the settlement of up to €11,000 of debt through the
issuance of common shares of the Company (the "Debt Settlement").
Pursuant to the Debt Settlement, the Company would issue up to
58,960 common shares of the Company (the "Shares") at a deemed
price of CND$0.29 per Share to certain creditors of the Company
(the "Creditors"). The issuance of the Shares to the Creditors is
subject to, and conditional on, the approval of the TSXV. The
Shares will be subject to a four-month hold period, which will
expire on the date that is four months and one day from the date of
issue.
Summary:
McMeekin concluded, "We ended the year with 28,813 assets
connected and started this year with a solid commercial contract in
China, we received approval from
the TSXV for a long worked on transaction and are now off to the
races introducing AssetCare wind in the UK and Europe."
About Universal mCloud Corp.
Universal mCloud is headquartered in Vancouver, BC with technology and operations
centres 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".
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 as 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