/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
CALGARY, AB, April 8, 2021 /CNW/ - mCloud Technologies
Corp. (TSXV: MCLD) (OTCQB: MCLDF) ("mCloud" or the "Company"),
a leading provider of asset management solutions combining IoT,
cloud computing, artificial intelligence ("A.I.") and analytics, is
pleased to announce that it is commencing an overnight marketed
offering (the "Offering") of up to C$12.6
million of units of the Company (the "Units"). Each Unit
will consist of one common share (a "Unit Share") and one common
share purchase warrant of the Company (each common share purchase
warrant, a "Warrant"), with each Warrant being exercisable to
acquire one common share of the Company.
The Offering will be conducted on a "best efforts" basis by ATB
Capital Markets Inc. (the "Agent"). A.G.P./Alliance Global Partners
is acting as lead U.S. placement agent. The Offering will be priced
in the context of the market with the offering price and the
exercise price and term of the Warrants to be determined prior to
the filing by the Company of a prospectus supplement (the
"Prospectus Supplement") to its short form base shelf prospectus
dated April 28, 2020, for
Nunavut and its amended and
restated short form base shelf prospectus dated April 28, 2020, for the provinces of Canada (together, the "Base Shelf Prospectus")
in respect of the Offering. There can be no assurance as to
whether or when the Offering may be completed or as to the actual
size or terms of the Offering.
The Agent will be granted an option to sell up to an additional
15% of the Units offered pursuant to the Offering on the same terms
and conditions for a period of 30 days following the closing of the
Offering. The over-allotment option may be exercised by the Agent
to acquire Units, Common Shares, and/or Warrants.
The Company expects to use the net proceeds of the Offering to,
in part, advance the Company's Alberta led ESG and oil and gas
decarbonization agenda, including the commercialization of its new
AssetCare™️ fugitive gas and leak detection solution, as well as to
grow its business in the Middle
East and Southeast Asia,
and for working capital and general corporate purposes.
Closing of the Offering is expected to be on or about
April 15, 2021, and will be subject
to a number of customary conditions including, but not limited to,
receipt of all necessary regulatory approvals and stock exchange
approvals, including approval of the TSX Venture Exchange, and the
entering into of an agency agreement with the Agent.
The Offering will be completed (i) by way of the Prospectus
Supplement in each of the provinces of Canada, other than Quebec, and in the territory of Nunavut, and the Prospectus Supplement will be
filed with the securities commissions or similar securities
regulatory authorities in each of the provinces of Canada and in Nunavut, (ii) on a private placement basis in
the United States to persons who
are either (A) "qualified institutional buyers", as such term is
defined in Rule 144A under the United States Securities Act of
1933, as amended (the "U.S. Securities Act") or (B) "accredited
investors", as such term is defined in Rule 501(a) of Regulation D
("Regulation D") promulgated under the U.S. Securities Act, and, in
each case, in compliance with Rule 506(b) of Regulation D and
applicable U.S. state securities laws, and (iii) outside
Canada and the United States as agreed to by the Company
and the Agent, provided that no prospectus filing or comparable
obligation arises and the Company does not thereafter become
subject to continuous disclosure obligations in any such
jurisdiction.
The Prospectus Supplement and the Base Shelf Prospectus will
contain important detailed information about the Offering. Copies
of the Prospectus Supplement, following the filing thereof, and the
Base Shelf Prospectus will be available on the Company's profile
on SEDAR at www.sedar.com. Copies of the Preliminary Supplement
and the Base Shelf Prospectus may also be obtained in Canada from
ATB Capital Markets Inc. at Suite 410, 585 8 Avenue S.W.
Calgary, AB T2P 1G1 or by email at
prospectus@atb.com.
The securities referenced herein have not been, and will not be,
registered under the U.S. Securities Act, or any U.S. state
securities laws, and may not be offered or sold in the United States without registration under
the U.S. Securities 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.
About mCloud Technologies Corp.
mCloud is unlocking the untapped potential of energy intensive
assets with A.I. 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 for commercial
buildings, renewable energy, healthcare, heavy industry, and
connected workers. IoT sensors bring data from connected assets
into the cloud, where A.I. and analytics are applied to maximize
their performance.
Headquartered in Canada with
offices worldwide, the mCloud family includes an ecosystem of
operating subsidiaries that deliver high-performance IoT, A.I., 3D,
and mobile capabilities to customers, all integrated into
AssetCare. With over 100 blue-chip customers and more than 59,000
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 on the OTCQB under the symbol MCLDF. mCloud's
convertible debentures trade on the TSX Venture Exchange 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 proposed securities offered,
pricing, size, completion and use of proceeds of the Offering,
including the grant, structure, and exercise of the over-allotment
option.
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" on pages 31 to 44
of 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.