mCloud Announces Proposed Private Placement of Special Warrants

mCloud Technologies Corp. (TSX-V: MCLD, MCLD.DB) (OTCQB: MCLDD) (“mCloud” or the “Company”), a leading provider of asset management solutions combining IoT, cloud computing, artificial intelligence and analytics, is pleased to announce that it intends to raise up to C$10 million ‎(or up to C$11.5 million if the Agents’ Option (as defined below) is exercised in full) by way of a “best efforts,” brokered private placement (the “Offering”).

Pursuant to the proposed Offering, the Company will issue special warrants (“Special Warrants”) of the Company at a price of C$4.00 per Special Warrant. Each Special Warrant will be convertible into one unit of the Company (each, a “Unit”) without payment of any additional consideration upon certain conditions being met. Each Unit will consist 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$5.40 per Warrant Share for a term of five years following the closing of the Offering.

The Company has granted the Agents (as defined below) an option (the “Agents’ ‎Option”) to arrange for the sale of an additional 15% of the Special Warrants, ‎which Agents’ Option is exercisable by the Agents in whole or in part at any ‎time until 48 hours prior to the Closing Date.

The Company will use its commercially reasonable efforts to qualify the distribution of the Common Shares and Warrants issuable upon exercise of the Special Warrants by way of a prospectus (“Qualifying Prospectus”) within 60 days following the closing of the Offering (the “Qualifying Condition”). The securities issued in connection with the Offering will be subject to a 4-month hold period from the date of Closing (the “Closing Date”) unless the Qualifying Prospectus is filed and receipted within that time. If the Qualifying Condition is not met, each Special Warrant will be exercisable (for no additional consideration and with no further action on the part of the holder thereof) for 1.1 Units. Upon completion of the Offering, the Company will make an application to list the Common Shares, Warrants and Warrant Shares issuable on exercise of the Special Warrants on the TSX Venture Exchange. The Special Warrants will not be listed on any stock exchange or over-the-counter market.

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

The Offering is scheduled to close on or about January 14, 2020 (the “Closing Date”). The closing of the Offering is subject to completion of formal documentation, including but not limited to, the execution of a definitive agency agreement with the agents in respect of the Offering, Raymond James Ltd. and Paradigm Capital Inc. (collectively, the “Agents”), and receipt of regulatory approvals, including approval of the TSX Venture Exchange.

As announced December 2, 2019, mCloud is in the process of filing a Form F-1 Registration Statement with the Securities and Exchange Commission, which will enable the Company to apply to be listed on the NASDAQ. mCloud has also previously announced its intention to apply to the Toronto Stock Exchange to up-list from the TSX Venture Exchange.

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

SOURCE mCloud Technologies Corp.