Vancouver, April 30, 2019 – Universal mCloud Corp. (TSX-V: MCLD) (OTCQB: MCLDF) (the “Company”) announces that it has not filed its annual financial statements, accompanying management’s discussion and analysis and related CEO and CFO certifications for the financial year ended December 31, 2018 (collectively, the “Annual Filings”), within the period prescribed for the filing of such documents under Parts 4 and 5 of Regulation 51-102 respecting Continuous Disclosure Obligations and pursuant to Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings, namely within 120 days of year-end, being April 30, 2019 (the “Filing Deadline”).
Due to the significant and complex acquisition activity in 2018 that has accelerated into 2019 the Company’s audit remains ongoing at this time and the Company is making every effort to file the Annual Filings in a timely fashion and expects to file the Annual Filings no later than May 15, 2019.
The Company is providing this default announcement in accordance with National Policy 12-203 Management Cease Trade Orders (“NP 12-203”). The Company has made an application to and received from the British Columbia Securities Commission, as principal regulator of the Company, a management cease trade order (“MCTO”) under NP 12-203 in respect of the default regarding the Annual Filings. The MCTO will prohibit the chief executive officer and the chief financial officer from trading in securities of the Company for so long as the Annual Filings are not filed. The issuance of the MCTO does not affect the ability of persons other than the chief executive officer and the chief financial officer of the Company to trade in the Company’s securities.
The Company confirms that it intends to satisfy the provisions of the alternative information guidelines found at sections 4.3 and 4.4 of Policy Statement 12-203 respecting Cease Trade Orders for Continuous Disclosure Defaults for so long as it remains in default as a result of the late filing of the Annual Filings. During the period of default, the Company will issue bi-weekly default status reports in the form of further press releases, which will also be filed on SEDAR. The Company confirms that there are no insolvency proceedings against it as of the date of this press release. The Company also confirms that there is no other material information concerning the affairs of the Company that has not been generally disclosed as of the date of this press release.
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”. The forward-looking information contained herein may include, but is not limited to, information concerning the estimated filing date of the Annual Filings.
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:
Craig MacPhail, NATIONAL Capital Markets, T: 416-586-1938, firstname.lastname@example.org;
Russ McMeekin, Chief Executive Officer, Universal mCloud Corp., T: 415-635-3500