- Closed US$2.798 million
convertible debenture with significant participation from existing
US shareholders
- Contracts totalling over US$5
million recently awarded in first week of December 2020
VANCOUVER, BC, Dec. 7, 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, and artificial intelligence ("AI"),
today announced it has closed the first tranche of its private
placement offering of convertible unsecured subordinated debentures
(the "Debentures") at a price of US$100 per Debenture for gross proceeds of
US$2.798 million. At its discretion,
the Company expects to complete one or more additional tranches of
the offering of Debentures, which together with the first tranche,
is referred to herein as the "Offering."
The Company is also pleased to announce today it has been
awarded new customer contracts in the first week of December within
the Company's strategic growth geographies of North America, Asia
Pacific and the European Union. These contracts are
comprised of AssetCare™️ solutions for wind, communications, and
oil and gas.
The total contract value for these awards is expected to exceed
US$5 million, with contract
formalities to be completed this month. The awards include digital
blade inspection and wind analytics for a key European renewable
energy operator, new connected solutions for oil and gas customers
in North America and Southeast Asia, and an engagement with a major
communication technology provider in Asia
Pacific.
As originally announced on October 13,
2020, the Company established terms to pull forward capital
from multi-year AssetCare contracts in partnership with a strategic
supplier of IoT edge devices and customers who elect to pay a
greater proportion of their AssetCare subscriptions upfront. The
Company continues to see benefits from this and expects to employ
this structure with more AssetCare contracts in this manner going
forward.
"These awards from new notable enterprise customers highlight
our relentless growth and progress in onboarding new customers via
AssetCare and SaaS-based subscriptions," said Russ McMeekin, mCloud President and CEO. "These
customers add to our existing backlog of assets and workers to be
connected in 2021, enhancing our already established foundation for
growth next year."
"We have a clear pathway to achieving our goal of connecting
70,000 assets and crossing the point at which our AssetCare Over
Time revenues will sustain our direct expenses on an ongoing
basis," McMeekin added.
About the Debentures
The Debentures will bear interest from each applicable issuance
date at 8% per annum, calculated and paid quarterly on the last day
of December, March, June, and September of each year. Interest will
be paid in common shares of the Company ("Common Shares") or
cash at the election of the Company. The first interest payment
will be made on March 31, 2021 and
will consist of interest accrued from and including the closing of
each tranche of the Offering (each a "Closing Date") to
December 31, 2020. The Debentures
will mature on the date that is 36 months following the Closing
Date (the "Maturity Date").
The principal amount of the Debentures issued under the first
tranche of the Offering will be convertible into Common Shares
(each, a "Debenture Share") at the option of the holder at
any time prior to the close of business on the last business day
immediately preceding the Maturity Date. The conversion price per
Debenture Share is 110% of the lower of i) the volume weighted
average trading price of the Common Shares on the TSX Venture
Exchange for the five trading days preceding the Closing Date and
ii) the closing price of the Common Shares on the TSX Venture
Exchange on the day prior to the Closing Date, subject to
adjustment in certain events (the "Conversion Price"). The
Conversion Price of the Debentures issued under the first tranche
of the Offering is US$1.48 per
Debenture Share.
The principal amount of Debentures outstanding will be repayable
in Common Shares or cash at the election of the Company on the
Maturity Date.
The net proceeds from the Offering will be used for working
capital purposes. All securities issued under the Offering will be
subject to a statutory four-month hold. However, the Company has
covenanted to use its commercially reasonable efforts to, within 60
days of the final closing of the Offering, file a prospectus
supplement to the Company's existing base shelf prospectus for the
purpose of qualifying the issuance of the Debenture Shares issuable
upon conversion of the Debentures. The Offering is subject to the
final approval of the TSX Venture Exchange.
This news release does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities in the United States. The securities issued under
the Offering 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 information related to the
Offering, the closing of additional tranches under the Offering,
final approval of the TSX Venture Exchange for the Offering,
the filing of a prospectus supplement in connection with the
Offering, expected revenues and growth in AssetCare
connections, the capitalization of certain contracts and the
Company meeting its goal of 70,000 connected and the financial
implications of reaching such goal.
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 mCloud Technologies Corp.