VANCOUVER, January 17, 2019 – Universal mCloud Corp. (TSX-V: MCLD) (OTCQB: MCLDF) (“mCloud” or the “Company”), is pleased to announce, further to its previous releases on January 10, 2019 and June 21, 2018, it has received TSX Venture Exchange (“TSXV”) approval for the acquisition of Flow Capital Corp.’s (“Flow”) (TSX-V: FW) gross sales royalty in Agnity Global, Inc. (the “Transaction”).
Under the terms of the Transaction, mCloud will acquire the royalty interest in exchange for the following compensation payable to Flow:
|Cash Payable by mCloud|
|Payable in Cash||USD$146,194||Close|
|At the discretion of Flow, Payable in Cash or Common Shares||USD$525,500||Upon pay out of Flow Acquisition Payable|
|mCloud Common Shares (“Shares”)|
|Payable in Shares within the Term if the five day volume weighted average trading price (“VWAP”) is equal to or exceeds||CND$1.00 per Share: 1,500,000 Shares
CND$2.00 per Share: 1,000,000 Shares
CND$3.00 per Share: 1,000,000 Shares
|After the closing date and prior to the sixth anniversary of the closing date (the “Term”)|
mCloud will also receive a loan from Flow in the amount of USD$2,000,000 for a term of 12 months, which will be established as an acquisition payable, under which mCloud will make interest payments of USD$41,667 per month until the loan is repaid. The interest payments under the loan are expected to be offset by the royalty collected by mCloud from Agnity Global, Inc. of no less than USD$41,667 per month (based on a monthly royalty rate equal to between 1% and 4% of Agnity’s gross revenue).
“The successful close of this transaction is an important milestone for mCloud and allows us to shift execution efforts to closing theacquisition of CSA Inc., which was originally announced on January 11, 2018,” stated Russ McMeekin, President & CEO of mCloud. “The Agnity acquisition creates strong synergies for mCloud and enables us to accelerate AssetCare’s expansion and entry into new markets, including Europe.”
“We have commenced making commercial progress with previous acquisition transactions of Norwin and Endurance in UK and Europe,” added McMeekin. “We expect to secure AssetCare contracts in the coming months in these markets based on strong demand.”
Roll-out of AssetCare Wind Initiative in the UK and Europe:
As announced on Dec. 11, 2017, mCloud acquired joint technology rights for the Norwin 225 kW Wind Turbine in an all equity deal. The Company also announced that Norwin’s founder, Ole Sangill, would be joining its team to lead the expansion of AssetCare Wind. Norwin’s IP for wind turbines forms the basis of mCloud’s AssetCare Wind Analytics, which have been licensed in over 600 installations worldwide.
Following this transaction, mCloud began pursuing key international opportunities. The Company identified attractive market trends in the UK and Europe. Both countries’ feed-in tariff rates for wind triple or quadruple the U.S. or Canada’s, creating high returns for end owners and a strong market for wind energy. mCloud’s Norwin-powered solution has been positively received in these markets and the Company expects to secure AssetCare wind contracts in early 2019. Over the next several years, mCloud is targeting over 1,200 of the addressable turbines in these markets.
In accordance to a previously executed agreement with the founder of Norwin, the Company reports that its board of directors has approved the settlement of up to €11,000 of debt through the issuance of common shares of the Company (the “Debt Settlement”). Pursuant to the Debt Settlement, the Company would issue up to 58,960 common shares of the Company (the “Shares”) at a deemed price of CND$0.29 per Share to certain creditors of the Company (the “Creditors”). The issuance of the Shares to the Creditors is subject to, and conditional on, the approval of the TSXV. The Shares will be subject to a four-month hold period, which will expire on the date that is four months and one day from the date of issue.
McMeekin concluded, “We ended the year with 28,813 assets connected and started this year with a solid commercial contract in China, we received approval from the TSXV for a long worked on transaction and are now off to the races introducing AssetCare wind in the UK and Europe.”
About Universal mCloud Corp.
Universal mCloud is headquartered in Vancouver, BC with technology and operations centres 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”.
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. 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 Capital Markets, T: 416-848-9833, firstname.lastname@example.org; Russ McMeekin, Chief Executive Officer, Universal mCloud Corp., T: 415-635-3500