mCloud Announces Closing of Amended C$4 Million Non-Brokered Offering

mCloud Announces Closing of Amended C$4 Million Non-Brokered Offering

Canada NewsWire

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR ‎‎DISSEMINATION IN THE UNITED STATES/

VANCOUVER, BC, July 16, 2020 /CNW/ - mCloud Technologies Corp. (TSX-V: MCLD) (OTCQB: MCLDF) ("mCloud" or the "Company"), a leading provider of asset management solutions combining IoT, cloud computing, artificial intelligence ("AI") and analytics, today announced that it has closed its previously announced $4 million non-brokered unit offering (the "Offering") on amended terms. The Company issued an aggregate of 1,095,890 units of the Company (each, a "Unit") at a revised price of C$3.65 per Unit, with each Unit consisting 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$4.75 per Warrant Share for a term of five years following the closing of the Offering.

The net proceeds of the Offering will be used for working capital and general corporate purposes.

The capitalization of the Company prior to and following the completion of the Offering is as set out in the table below.


As at July 16, 2020
before giving effect
to the Offering

As at July 16, 2020
after giving effect
to the Offering

Common Shares

23,723,654

24,819,545

Warrants

5,357,121

5,905,066

Options

911,567

911,567

Restricted Stock Units

379,734

379,734

Convertible Debentures

234,575

234,575

The Units were offered by way of a shelf prospectus supplement dated July 13, 2020 filed pursuant to National Instrument 44-101 - Short Form Prospectus Distributions (the "Supplement"). Copies of the Supplement, and the amended and restated final short form base shelf prospectus of the Company dated April 28, 2020, are available on the Company's profile on SEDAR at www.sedar.com. The TSX Venture Exchange has conditionally approved the listing of the Common Shares.

The securities referenced herein 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 any such securities in the United States, nor shall there be any sale of any such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Supplemental Information

The Company is including a pro-forma balance sheet as of July 16, 2020 in this release to satisfy certain NASDAQ listing requirements. The pro-forma financial information presented below should be read in conjunction with our consolidated financial statements and notes thereto for the year ended December 31, 2019, and our unaudited interim condensed consolidated financial statements and notes thereto for the three months ended March 31, 2020, each of which are available at www.sedar.com. The pro-forma financial information presented below is not necessarily indicative of future results. Our future results are subject to prevailing economic and industry specific conditions and financial, business and other risks and uncertainties, certain of which are beyond our control. These factors include those described below under the caption "Forward-Looking Information and Statements."

mCloud Technologies Corp.



Consolidated Statements of Financial Position



(Expressed in Canadian Dollars, unless otherwise noted)







July-16

December-31


2020

2019


Proforma

Audited


$

$

 

ASSETS



Current assets



Cash and cash equivalents

11,677,354

529,190

Trade and other receivables

8,636,247

6,562,069

Contract asset – current

294,016

-

Inventory

-

98,606

Prepaid expenses and deposits

1,321,524

740,406

Current portion of long-term receivables

501,416

2,907,806

Due from related party

32,464

-

Total current assets

22,463,021

10,838,077

Non-current assets



Trade and other receivables – NC

-

-

Contract asset – non-current

542,951


Prepaid expenses and deposits – NC

70,620

86,913

Long-term receivables

1,253,472

1,586,429

Right-of-use assets

3,592,680

4,206,808

Property and equipment

622,535

710,552

Intangible assets

29,266,510

23,671,089

Goodwill

18,758,975

18,758,975

Total non-current assets

54,107,743

49,020,766

Total assets

76,570,764

59,858,843

 

LIABILITIES AND EQUITY



Current liabilities



Bank indebtedness

52,278

1,471,805

Trade payables and accrued liabilities

9,781,994

8,837,367

Deferred revenue

2,241,111

1,138,281

Due to related party

828,424

799,038

Loans and borrowings

2,818,598

3,004,717

Warrant liabilities

745,278

725,086

Current portion of lease liabilities

115,032

720,457

Business acquisition payable

2,814,869

1,043,314

Total current liabilities

19,397,584

17,740,065




Non-current liabilities



Convertible debentures

18,444,730

17,535,946

Lease liabilities

4,095,939

3,641,627

Loans and borrowings – NC

10,500,765

10,968,338

Lease inducement

-

-

Deferred income tax liability

4,599,021

3,854,614

Total liabilities

57,038,039

53,740,590

 

EQUITY



Share capital

78,649,539

45,368,745

Contributed surplus

7,956,348

8,093,119

Accumulated other comprehensive income (loss)

(233,621)

363,250

Deficit

(68,565,989)

(49,631,099)

Equity attributable to shareholders

17,806,277

4,194,015

Non-controlling interest

1,726,448

1,924,238

TOTAL LIABILITIES AND EQUITY

76,570,764

59,858,843




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 in five distinct segments: commercial buildings, renewable energy, healthcare, heavy industry, and connected workers. 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 48,000 assets connected in thousands of locations worldwide, mCloud is changing the way energy assets are managed.

mCloud's Common Shares trade on the TSXV under the symbol MCLD and on the OTCQB under the symbol MCLDF. mCloud's convertible debentures trade on the TSXV under the symbol MCLD.DB. For more information, visit www.mcloudcorp.com.

Forward-Looking Information and Statements

This press release contains certain "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws. 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 includes, but is not limited to, information related to the use of the net proceeds of the Offering, the final approval of the TSX Venture Exchange for the Offering and certain pro-forma financial information of mCloud outlined in the Company's balance sheet.

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" in the Company's annual information form dated June 24, 2020. 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. A number of risks, uncertainties and other factors could cause actual results to differ materially from the results discussed in the forward-looking information contained herein.

In connection with the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions, including, but not limited to the following: the Company will remain in compliance with regulatory requirements; the Company will have sufficient working capital and will, if necessary, be able to secure additional funding necessary for the continued operation and development of its business; key personnel will continue their employment with the Company and the Company will be able to obtain and retain additional qualified personnel, as needed, in a timely and cost efficient manner; and general economic conditions and global events, including the impact of COVID-19.

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. 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 mCloud Technologies Corp.

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