- Retains American Trust Investment Services, a 60 year old
firm with over 100 years of senior management experience developing
growth companies, to assist with market visibility in the United States
- Also announces signing of AssetCare™️ building contract in
British Columbia, Canada
delivering full indoor air quality solution with six SecureAire
active air purification units
- Connected Buildings segment sees solid traction in
New York, California, and now British Columbia
VANCOUVER, Jan. 4, 2021 /CNW/ - mCloud Technologies
Corp. (TSXV: 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 had closed the second tranche of its private
placement offering, as previously announced on December 7, 2020 (the "Offering") of
convertible unsecured subordinated debentures (the
"Debentures") at a price of US$100 per Debenture for gross proceeds of
US$1.870 million. The Company has
raised an aggregate of US$4.668
million pursuant to the Offering. At its discretion, the
Company expects to complete one or more additional tranches of the
Offering.
The Company also announced today it is retaining American Trust
Investment Services, Inc. ("American Trust"), a mid-western
boutique broker-dealer with 60 years of successfully providing
investment advice and financial services. American Trust serves the
Company as a key strategic partner in securing long-term capital
and will play an active role in mCloud's path to listing on the
NASDAQ.
In connection with the completion of the first and second
tranches of the Offering, the Company has agreed to compensate
American Trust for its services and for referring potential
purchasers in the Offering to the Company. American Trust received:
i) an aggregate of US$231,900 as cash
compensation; ii) 2,027 broker warrants, each exercisable for
a common share of the Company (a "Common Share") at a price
of US$1.48 per Common Share; and iii)
73,314 broker warrants, each exercisable for a Common Share at
a price of US$1.53 per Common
Share.
Further to the Company's news release on December 22, 2020 regarding the Company's
commercial buildings campaign in New
York and California, mCloud
was pleased to announce today it had signed a new AssetCare
contract connecting a large commercial property in British Columbia, Canada to the Company's
indoor air quality (or "IAQ") solution, with advanced AI-driven IAQ
monitoring and active air purification from six connected air
filtration units from SecureAire, an mCloud partner.
SecureAire technology has been tested by researchers at the
University of Colorado and is used at
60 hospitals and numerous other safety critical environments across
North America. It is based on
semiconductor clean room technology and takes advantage of the
ventilation managed by AssetCare's AI to drive airborne
contaminants to an electrostatic field that supplies the necessary
voltage to oxidize and kill certain ultrafine pathogens and
viruses.
This new customer joins a number of other businesses in
British Columbia who are already
benefiting from AssetCare in driving improved air safety.
"mCloud's Connected Buildings segment is robustly positioned for
growth in 2021 with vectors for success in New York, California, and now British Columbia," said Russ McMeekin, mCloud Co-Founder, President and
CEO. "mCloud's AssetCare IAQ capabilities and simple
Results-as-a-Service subscription model are well suited to help
businesses comply with British
Columbia's new gold standard for returning to work."
"We are also very pleased to have the incredibly experienced
team at American Trust as partners in the
United States," McMeekin added. "We are building a very
strong US shareholder base, which will serve mCloud and all our
shareholders globally well in 2021 and beyond."
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 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 March 31, 2021. The Debentures will mature on the
date that is 36 months following the Closing Date (the "Maturity
Date").
The principal amount of the Debentures 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 second
tranche of the Offering is US$1.53
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 period. 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, and
growth in its AssetCare business for air quality.
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.