/NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
VANCOUVER, BC, July 16, 2020 /CNW/ - mCloud Technologies
Corp. (TSX-V: MCLD) (OTCQB: MCLDF) ("mCloud" or the
"Company"), a leading provider of asset management solutions
combining IoT, cloud computing, artificial intelligence ("AI") and
analytics, today announced that it has closed its previously
announced $4 million non-brokered
unit offering (the "Offering") on amended terms. The Company issued
an aggregate of 1,095,890 units of the Company (each, a "Unit") at
a revised price of C$3.65 per Unit,
with each Unit consisting of one common share of the Company (each,
a "Common Share") and one-half of one common share purchase warrant
(each whole common share purchase warrant, a "Warrant"), with each
Warrant being exercisable to acquire one common share of the
Company (a "Warrant Share") at an exercise price of C$4.75 per Warrant Share for a term of five years
following the closing of the Offering.
The net proceeds of the Offering will be used for working
capital and general corporate purposes.
The capitalization of the Company prior to and following the
completion of the Offering is as set out in the table below.
|
As at July 16,
2020
before giving effect
to the Offering
|
As at July 16,
2020
after giving effect
to the Offering
|
Common
Shares
|
23,723,654
|
24,819,545
|
Warrants
|
5,357,121
|
5,905,066
|
Options
|
911,567
|
911,567
|
Restricted Stock
Units
|
379,734
|
379,734
|
Convertible
Debentures
|
234,575
|
234,575
|
The Units were offered by way of a shelf prospectus supplement
dated July 13, 2020 filed pursuant to
National Instrument 44-101 - Short Form Prospectus
Distributions (the "Supplement"). Copies of the Supplement, and
the amended and restated final short form base shelf prospectus of
the Company dated April 28, 2020, are
available on the Company's profile on SEDAR at www.sedar.com. The
TSX Venture Exchange has conditionally approved the listing of the
Common Shares.
The securities referenced herein have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the "1933 Act"), or any U.S. state securities laws, and
may not be offered or sold in the United
States without registration under the 1933 Act and all
applicable state securities laws or compliance with the
requirements of an applicable exemption therefrom. This news
release shall not constitute an offer to sell or the solicitation
of an offer to buy any such securities in the United States, nor shall there be any sale
of any such securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Supplemental Information
The Company is including a pro-forma balance sheet as of
July 16, 2020 in this release to
satisfy certain NASDAQ listing requirements. The pro-forma
financial information presented below should be read in conjunction
with our consolidated financial statements and notes thereto for
the year ended December 31, 2019, and
our unaudited interim condensed consolidated financial statements
and notes thereto for the three months ended March 31, 2020, each of which are available at
www.sedar.com. The pro-forma financial information presented below
is not necessarily indicative of future results. Our future results
are subject to prevailing economic and industry specific conditions
and financial, business and other risks and uncertainties, certain
of which are beyond our control. These factors include those
described below under the caption "Forward-Looking Information and
Statements."
mCloud
Technologies Corp.
|
|
|
Consolidated
Statements of Financial Position
|
|
|
(Expressed in
Canadian Dollars, unless otherwise noted)
|
|
|
|
|
|
|
July-16
|
December-31
|
|
2020
|
2019
|
|
Proforma
|
Audited
|
|
$
|
$
|
ASSETS
|
|
|
Current
assets
|
|
|
Cash and cash
equivalents
|
11,677,354
|
529,190
|
Trade and other
receivables
|
8,636,247
|
6,562,069
|
Contract asset –
current
|
294,016
|
-
|
Inventory
|
-
|
98,606
|
Prepaid expenses and
deposits
|
1,321,524
|
740,406
|
Current portion of
long-term receivables
|
501,416
|
2,907,806
|
Due from related
party
|
32,464
|
-
|
Total current
assets
|
22,463,021
|
10,838,077
|
Non-current
assets
|
|
|
Trade and other
receivables – NC
|
-
|
-
|
Contract asset –
non-current
|
542,951
|
|
Prepaid expenses and
deposits – NC
|
70,620
|
86,913
|
Long-term
receivables
|
1,253,472
|
1,586,429
|
Right-of-use
assets
|
3,592,680
|
4,206,808
|
Property and
equipment
|
622,535
|
710,552
|
Intangible
assets
|
29,266,510
|
23,671,089
|
Goodwill
|
18,758,975
|
18,758,975
|
Total non-current
assets
|
54,107,743
|
49,020,766
|
Total
assets
|
76,570,764
|
59,858,843
|
LIABILITIES AND
EQUITY
|
|
|
Current
liabilities
|
|
|
Bank
indebtedness
|
52,278
|
1,471,805
|
Trade payables and
accrued liabilities
|
9,781,994
|
8,837,367
|
Deferred
revenue
|
2,241,111
|
1,138,281
|
Due to related
party
|
828,424
|
799,038
|
Loans and
borrowings
|
2,818,598
|
3,004,717
|
Warrant
liabilities
|
745,278
|
725,086
|
Current portion of
lease liabilities
|
115,032
|
720,457
|
Business acquisition
payable
|
2,814,869
|
1,043,314
|
Total current
liabilities
|
19,397,584
|
17,740,065
|
|
|
|
Non-current
liabilities
|
|
|
Convertible
debentures
|
18,444,730
|
17,535,946
|
Lease
liabilities
|
4,095,939
|
3,641,627
|
Loans and borrowings –
NC
|
10,500,765
|
10,968,338
|
Lease
inducement
|
-
|
-
|
Deferred income tax
liability
|
4,599,021
|
3,854,614
|
Total
liabilities
|
57,038,039
|
53,740,590
|
EQUITY
|
|
|
Share
capital
|
78,649,539
|
45,368,745
|
Contributed
surplus
|
7,956,348
|
8,093,119
|
Accumulated other
comprehensive income (loss)
|
(233,621)
|
363,250
|
Deficit
|
(68,565,989)
|
(49,631,099)
|
Equity attributable to
shareholders
|
17,806,277
|
4,194,015
|
Non-controlling
interest
|
1,726,448
|
1,924,238
|
TOTAL LIABILITIES
AND EQUITY
|
76,570,764
|
59,858,843
|
|
|
|
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 in five distinct segments: commercial
buildings, renewable energy, healthcare, heavy industry, and
connected workers. 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 48,000 assets connected in thousands of
locations worldwide, mCloud is changing the way energy assets are
managed.
mCloud's Common Shares trade on the TSXV under the symbol MCLD
and on the OTCQB under the symbol MCLDF. mCloud's convertible
debentures trade on the TSXV under the symbol MCLD.DB. For more
information, visit www.mcloudcorp.com.
Forward-Looking Information and Statements
This press release contains certain "forward-looking
information" and "forward-looking statements" within the meaning of
applicable securities laws. 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 includes, but is not
limited to, information related to the use of the net proceeds of
the Offering, the final approval of the TSX Venture Exchange for
the Offering and certain pro-forma financial information of mCloud
outlined in the Company's balance sheet.
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" in the Company's
annual information form dated June 24,
2020. 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. A
number of risks, uncertainties and other factors could cause actual
results to differ materially from the results discussed in the
forward-looking information contained herein.
In connection with the forward-looking information and
forward-looking statements contained in this press release, the
Company has made certain assumptions, including, but not limited to
the following: the Company will remain in compliance with
regulatory requirements; the Company will have sufficient working
capital and will, if necessary, be able to secure additional
funding necessary for the continued operation and development of
its business; key personnel will continue their employment with the
Company and the Company will be able to obtain and retain
additional qualified personnel, as needed, in a timely and cost
efficient manner; and general economic conditions and global
events, including the impact of COVID-19.
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. 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 mCloud Technologies Corp.