Universal mCloud Commences the Process to List on the NASDAQ and Implements New Board and Management Assignments to Align With 2019 Growth Strategies

2018-11-28T17:09:39+00:00October 16th, 2018|Press Release|
  • Darren Anderson appointed Chief Financial Officer
  • Michael A. Sicuro to lead NASDAQ Listing
  • Special Committee Formed and Audit Committee Augmented to Align Governance

VANCOUVEROct. 16, 2018 /CNW/ – Universal mCloud Corp. (TSX-V: MCLD) (“mCloud” or the “Company”), a leading provider of AI, Analytics and IoT-cloud connected, asset-care technology solutions announced today that it has begun the process of co-listing on the NASDAQ Capital Market (the “NASDAQ”).

As an initial step, the Company has appointed Co-Founder and Chief Investment Officer Michael A. Sicuro non-executive Chairman of the Board, while simultaneously appointing Darren Anderson, currently the Company’s Chief Accounting Officer to Chief Financial Officer. Current Board member Mike Allman will have a more active role with the senior team in the Company’s growth and strategy activities while continuing to serve on the Board as Chairman of the Compensation and Nominating Committees.

Mr. Anderson has over 13 years of experience in finance and accounting including over 5 years as a finance executive.  He is a Chartered Professional Accountant (CPA,) in the Province of Ontario and a graduate of Carlton University in Ottawa.

“We are fortunate to have a broad and deep team to support the company through this transition,” said Russel McMeekin, President and CEO of mCloud. “Darren came to us with the Ngrain transaction and is a tremendous talent. Having him on the team and assuming this role is directly in line with a key component in our acquisition strategy of adding bench strength through these transactions.  He is an excellent financial executive and a true steward of capital.”

“We are extremely grateful to our current shareholders for their support thus far,” McMeekin added. “We want this group and all future shareholders to have access to the NASDAQ platform for their portfolios.”

The Company also accepted the resignation of John Pitfield from the Board of Directors (the Board) and appointed Betsy Maclean to the Board, both effective immediately.  Ms. Maclean earned her MBA at Stanford University’s Graduate School of Business. During 14 years at Honeywell Inc Ms. Maclean held leadership positions in global finance, financial systems, and analytics. After Honeywell she held executive finance and accounting positions in both private and public companies. Ms. Maclean is currently VP of Finance and Accounting at Newgioco Group

“We want to thank John for his service and wish him well in his future endeavors,” Michael A. Sicuro stated. “We are honored and excited to have Betsy on the team and with her strong finance and industrial and technology background she is a welcomed addition to the Board and especially as a new member of the Audit Committee.”

Additionally, the Company’s Board of Directors has formed a special committee (the “Special Committee”) to be chaired by Mr. Sicuro, a long time Wall Street and capital markets veteran, to oversee the NASDAQ listing process together with management and the Company’s outside advisors.  The mission of the Special Committee will be to ensure a smooth and efficient transition to co-list with the NASDAQ while enabling the management team to continue to focus on mCloud’s growth strategy, thereby minimizing distractions from the business.

The multi-jurisdictional regulations between the TSX and the SEC/NASDAQ are expected to enable the Company to become listed on the NASDAQ following certain changes to its current governance structure and internal processes.  The Company has identified its key outside advisory team, which will be finalized by the Special Committee. The process will commence immediately and is anticipated to continue into 2019 in accordance with the required steps and milestones.

The Company intends to add a third independent director as part of the NASDAQ listing process in order to comply with NASDAQ listing requirements and the recently announced changes for companies domiciled in California.  The mCloud team has already identified several candidates, with an expectation that this individual most likely will be nominated as the Company’s lead independent director.

Listing on the NASDAQ will be subject to the satisfaction of certain conditions, including the approval of the NASDAQ. There is no guarantee that the Company will satisfy all of the conditions to listing.

About Universal mCloud Corp.

Universal mCloud is headquartered in Vancouver, BC with technology and operations centers in San Francisco, CA and Bristol, PA. mCloud is an Artificial Intelligence and Analytics, IoT connected asset care cloud solution company utilizing connected IoT devices, AI, deep energy analytics, secure mobile and 3D technologies that rally all asset stakeholders around an Asset-Circle-of-Care™, providing complete real-time and historical data coupled with guidance and advice based on deep analytics and diagnostics resulting in optimal performance and care of critical equipment. It’s all about the asset. The powerful and secure AssetCare™ environment is accessible everywhere, 24/7 through standard mobile devices, ruggedized headsets, and web browsers. 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 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, but is not limited to, information concerning the proposed listing of the Company’s common shares on the NASDAQ and the Company’s ability to satisfy the listing standards of the NASDAQ.

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 including, without limitation, the risk that the Company may not achieve co-listing on NASDAQ when expected, or at all, as well the risks 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 Universal-mCloud Corp

For further information: Madelin Daviau, NATIONAL | Equicom, T: 416-848-9833, mdaviau@national.ca; Russ McMeekin, Chief Executive Officer, Universal mCloud Corp., T: 415-635-3500