/THIS NEWS RELEASE IS INTENDED FOR
DISTRIBUTION IN CANADA ONLY AND IS
NOT AUTHORIZED FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
VANCOUVER, Dec. 17, 2019 /CNW/ - mCloud Technologies
Corp. (TSX-V: MCLD, MCLD.DB) (OTCQB: MCLDD) ("mCloud" or the
"Company"), a leading provider of asset management solutions
combining IoT, cloud computing, artificial intelligence and
analytics, is pleased to announce that it intends to raise up to
C$10 million (or up to C$11.5 million if the Agents' Option (as defined
below) is exercised in full) by way of a "best efforts," brokered
private placement (the "Offering").
Pursuant to the proposed Offering, the Company will issue
special warrants ("Special Warrants") of the Company at a price of
C$4.00 per Special Warrant. Each
Special Warrant will be convertible into one unit of the Company
(each, a "Unit") without payment of any additional consideration
upon certain conditions being met. Each Unit will consist 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$5.40 per
Warrant Share for a term of five years following the closing of the
Offering.
The Company has granted the Agents (as defined below) an option
(the "Agents' Option") to arrange for the sale of an additional
15% of the Special Warrants, which Agents' Option is exercisable
by the Agents in whole or in part at any time until 48 hours prior
to the Closing Date.
The Company will use its commercially reasonable efforts to
qualify the distribution of the Common Shares and Warrants issuable
upon exercise of the Special Warrants by way of a prospectus
("Qualifying Prospectus") within 60 days following the closing of
the Offering (the "Qualifying Condition"). The securities issued in
connection with the Offering will be subject to a 4-month hold
period from the date of Closing (the "Closing Date") unless the
Qualifying Prospectus is filed and receipted within that time. If
the Qualifying Condition is not met, each Special Warrant will be
exercisable (for no additional consideration and with no further
action on the part of the holder thereof) for 1.1 Units. Upon
completion of the Offering, the Company will make an application to
list the Common Shares, Warrants and Warrant Shares issuable on
exercise of the Special Warrants on the TSX Venture Exchange. The
Special Warrants will not be listed on any stock exchange or
over-the-counter market.
The net proceeds of the Offering will be used for working
capital and general corporate purposes.
The Offering is scheduled to close on or about January 14, 2020 (the "Closing Date"). The
closing of the Offering is subject to completion of formal
documentation, including but not limited to, the execution of a
definitive agency agreement with the agents in respect of the
Offering, Raymond James Ltd. and Paradigm Capital Inc.
(collectively, the "Agents"), and receipt of regulatory approvals,
including approval of the TSX Venture Exchange.
As announced December 2, 2019,
mCloud is in the process of filing a Form F-1 Registration
Statement with the Securities and Exchange Commission, which will
enable the Company to apply to be listed on the NASDAQ. mCloud has
also previously announced its intention to apply to the Toronto
Stock Exchange to up-list from the TSX Venture Exchange.
The securities 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 securities in the United States, nor shall there be any sale
of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
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 to three distinct segments: smart
facilities, power generation, and process industries including oil
and gas. 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 35,000 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 its convertible debentures trade under the
symbol MCLD.DB, and on the OTCQB under the symbol MCLDD. For more
information, visit www.mcloudcorp.com.
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 harbour
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 in this press release includes information
relating to the Offering and the proposed Closing Date, the listing
of the Common Shares, Warrants and Warrant Shares, the proposed use
of proceeds of the Offering and the proposed listing of the
Company's securities on the NASDAQ and the Toronto Stock
Exchange.
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.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accept responsibility for the adequacy or
accuracy of this release.
SOURCE mCloud Technologies Corp.