/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
- Fully subscribed offering includes high-profile U.S. and
Canadian institutional investors
- Majority of subscribers are new investors to mCloud
VANCOUVER, BC, April 15, 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 ("AI") and
analytics is pleased to announce the closing of its previously
announced public offering of 6,900,000 units of the Company (the
"Units"), which includes 900,000 Units issued pursuant to the
exercise in full of the 15% over-allotment option, at a price of
$2.10 per Unit, for aggregate
gross proceeds to the Company of $14,490,000 (the "Offering"). The Offering was
led by ATB Capital Markets Inc. (the "Agent" or "ATB").
A.G.P./Alliance Global Partners acted as U.S. sub-agent to ATB in
connection with the Offering.
Each Unit consists of one common share (a "Unit Share") and one
common share purchase warrant of the Company (each common share
purchase warrant, a "Warrant"). Each Warrant will entitle the
holder thereof to acquire one Common Share ("Warrant Share") at an
exercise price of $2.85 per Warrant
Share at any time prior to 5:00 p.m.
(Mountain Standard Time) on the date that is 36 months
following the closing of the Offering, subject to adjustment in
certain events.
The Company expects to use the net proceeds of the Offering to
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.
"We are very pleased with the interest we have received in this
financing, with most of the participation coming from new
institutional investors", said Russ
McMeekin, mCloud President and CEO. "Our ESG agenda in
Alberta, in collaboration with a
variety of organizations across the province, has accelerated
greatly since we first announced our engagement with Invest Alberta
Corporation in February, due in part to the positive reception our
new mobile fugitive gas emissions solution is experiencing among
oil and gas customers and ESG stakeholders across the
province."
The TSX Venture Exchange (the "TSXV") has conditionally
approved the listing of the Unit Shares and the Warrant Shares on
the TSXV.
The Offering was completed (i) in certain of the provinces of
Canada, other than Quebec, by way of a prospectus supplement (the
"Prospectus Supplement") to the Company's 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 in the provinces of Canada (together, the "Base Shelf
Prospectus"), and (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.
Copies of the Prospectus Supplement and the Base Shelf
Prospectus are available on the Company's profile on SEDAR at
www.sedar.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 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 for 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 Canada with
offices 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 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 use of proceeds of
the Offering.
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 April 12,
2021 and in the Prospectus Supplement. 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.