VANCOUVER, Dec. 16, 2019 /CNW/ - mCloud Technologies
Corp. (TSX-V: MCLD, MCLD.DB) (OTCQB: MCLDD) ("mCloud"
or the "Company"), a leading provider of asset
management solutions combining IoT, cloud computing, artificial
intelligence ("AI") and analytics, today announced it has signed
the final binding Stock Purchase Agreement ("SPA") to acquire
Construction Systems Associates, Inc. ("CSA"), an
Atlanta-based 3D technology
company, effective December 13,
2019. A Letter of Intent to purchase CSA was originally
announced on January 11, 2018.
The acquisition of CSA positions the Company to become one of
the largest providers of 3D asset management capabilities to the
nuclear power industry in North
America, with over 80% of all nuclear plants in the United States relying on technology
provided by CSA to facilitate plant operations and complex change
management activities. Current CSA customers include energy
heavyweights Exelon, Dominion Energy, Southern Company, the Public
Service Enterprise Group, Toshiba, and many more.
The core technologies CSA has developed for use in the nuclear
industries, including capabilities to deliver accurate 3D asset
data for large facilities and complex assets, will be fully
integrated into mCloud's AssetCare™️ platform to enhance the value
of the Company's 3D Digital Twin capabilities across all customer
segments. CSA's capabilities will also serve as a foundation to
combine high-performance 3D with the structured asset data already
collected by AssetCare for use in mixed reality solutions delivered
via hands-free digital eyewear such as the RealWear HMT-1Z1.
"We are very excited to have the CSA family join mCloud," said
Costantino Lanza, mCloud's Chief
Growth Officer. "CSA is already an industry leader in delivering
accurate 3D asset models to the nuclear power industry, and by
merging their technologies with the AI-powered capabilities we
provide through AssetCare, we will be able to take accuracy to an
entirely new level for numerous asset management applications."
"With the combined talent and technologies coming from CSA, we
expect to see explosive demand from all segments of our business
for their integrated capabilities, including our Smart Process
customers in Western Canada, the
Middle East, oil and gas hubs in
the United States including
Texas, and Southeast Asia," Lanza added.
The consideration payable to the vendors for the acquisition of
all of the outstanding stock of CSA will consist of the
following:
- US$500,000 in cash;
- The issuance of such number of common shares of the Company as
is equal to US$1,250,000 divided by
the ten-day volume-weighted average trading price of the Company's
common shares preceding the date of this release; and
- Conditional on certain earnout conditions being met, additional
cash payments of up to US$1,250,000
and up to US$500,000 worth of common
shares of the Company.
The Company expects to complete this transaction before the end
of January 2020. The transaction
remains subject to final approvals, including the approval of the
TSX Venture Exchange.
About mCloud Technologies Corp.
mCloud is creating a more efficient future with the use of AI
and analytics, curbing energy waste, maximizing energy production,
and getting the most out of critical energy infrastructure. Through
mCloud's AI-powered AssetCare™ platform, mCloud offers complete
asset management solutions to three distinct segments: smart
facilities, power generation, and process industries including oil
and gas. IoT sensors bring data from connected assets into the
cloud, where AI and analytics are applied to maximize their
performance.
Headquartered in Vancouver,
Canada with offices in twelve locations worldwide, the
mCloud family includes an ecosystem of operating subsidiaries that
deliver high-performance IoT, AI, 3D, and mobile capabilities to
customers, all integrated into AssetCare. With over 100 blue-chip
customers and more than 35,000 assets connected in thousands of
locations worldwide, mCloud is changing the way energy assets are
managed.
mCloud's common shares trade on the TSX Venture Exchange under
the symbol MCLD and its convertible debentures trade under the
symbol MCLD.DB, and on the OTCQB under the symbol MCLDD. For more
information, visit www.mcloudcorp.com.
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.
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,
the completion of the acquisition of CSA.
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.
SOURCE mCloud Technologies Corp.