Universal mCloud Announces Closing of Previously Announced Private Placement and Change to Board of Directors

2019-04-19T16:45:49+00:00March 19th, 2018|Press Release|

VANCOUVER, March 19, 2018 /CNW/ – Universal mCloud Corp. (TSX-V: MCLD) (“mCloud” or the “Company”), a leading provider of IoT connected, asset-care technology solutions, is pleased to announce that, further to its press release from February 20, 2018 it has closed its previously announced brokered private placement (the “Offering”), led by Echelon Wealth Partners Inc. (the “Agent”). The Company also announced changes to its Board of Directors.

The Offering

Under the Offering, the Company issued 6,027,282 units (each, a “Unit”) at a price of $0.35 per Unit for aggregate gross proceeds of approximately $2.1 million. Each Unit consists of one common share of the Company and one-half of one common share purchase warrant of the Company, with each warrant exercisable at a price of $0.45 per share for a period of 36 months following closing, subject to accelerated expiration if the 10-day weighted average trading price of the Company’s common shares is at any time greater than C$0.80.

In consideration for its services in connection with the Offering, the Agent received a cash commission equal to 7.0% of the gross proceeds raised and was issued 421,910 broker warrants (the “Broker Warrants”). Each Broker Warrant is exercisable for one common share of the Company at a price of $0.45 per common share until March 19, 2020.

The net proceeds from the Offering will be used for recent M&A obligations, related expenses and general working capital purposes.

All securities issued by the Company under the Offering are subject to a statutory four month hold period expiring on July 20, 2018 in accordance with applicable securities legislation.

Change of Directors

mCloud also announced today that, effective March 19, 2018, John S. Pitfield will be joining the Board of Directors as an independent director, and Campbell (“Cam”) Deacon will be stepping down from the Board due to personal and health reasons.

“We would like to thank Cam for his invaluable leadership during his tenure as director of the Company. His counsel was instrumental throughout our journey from Silicon Valley to TSX Venture Exchange. With his guidance, mCloud has transformed into a stronger, more diversified, global Artificial Intelligence (“AI”) technology company,” said Mike Allman, Chairman of the Board. “At the same time, we are very pleased to have John join our Board and we look forward to his contributions. John’s impressive resume in global banking and capital markets will be invaluable as we execute on our strategic plan and work hard to add value for our shareholders.”

“It has been my distinct pleasure to serve on this Board,” said Mr. Deacon. “This is an impressive team and I am proud to have been a part of the growth and success that they have achieved in a very short period of time. I leave with great confidence in mCloud’s future and the strength of its Board.”

Mr. Pitfield brings extensive global banking experience having spent 22 years with Citibank in capital markets and global banking, working in Toronto, Singapore, Hong Kong, Indonesia and the United States. In addition, Mr. Pitfield served as Director, Wealth Management with Royal Bank of Canada and spent five years with Jones Collombin Investment Counsel Inc., most recently as President.

“I am excited to be joining mCloud’s team,” said Mr. Pitfield. “I look forward to contributing to its success and being a part of this rapidly evolving technology company.”

About Universal mCloud Corp.

Universal mCloud Corp. (“mCloud”) is headquartered in Vancouver, BC with technology and operations centers in San Francisco, CA and Bristol, PA. mCloud is an IoT connected asset care cloud solution company utilizing connected IoT devices, leading 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.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities in the United States. The securities 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 forwardlooking 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 ability to expand the asset base of the Company and the future business prospects and potential revenue of the Company.

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 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

View original content: http://www.newswire.ca/en/releases/archive/March2018/19/c4191.html

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For further information: Justin Canivet, NATIONAL | Equicom, T: 416-586-1942, jcanivet@national.ca; Russ McMeekin, Chief Executive Officer, Universal mCloud Corp., T: 415-378-6001

CO: Universal-mCloud Corp

CNW 16:30e 19-MAR-18