Dec 2, 2019 Universal mCloud Corp

mCloud to Complete 10:1 Share Consolidation in Preparation for TSX Uplisting And NASDAQ Listing

VANCOUVER , Dec. 2, 2019 /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, announced today that it intends to complete a consolidation of its issued and outstanding common shares (“Common Shares“) on the basis of 1 new Common Share for every 10 Common Shares presently issued and outstanding. Completion of the consolidation remains subject to the approval of the TSX Venture Exchange (the “TSXV”).  

“With our recent record financial results, the accretive acquisition of Autopro, and the successful execution of our expansion strategy, we have timed the share consolidation to continue to raise investor interest in mCloud,”

said Russ McMeekin , mCloud President and CEO.

“In addition, we are in the process of filing a Form F-1 Registration Statement with the SEC, which will enable us to apply to be listed on the NASDAQ,” McMeekin continued. “We also intend to apply to the Toronto Stock Exchange to uplist from the TSXV, subject to meeting certain conditions.”

Upon receipt of TSXV approval of the consolidation, mCloud will provide additional details regarding a new CUSIP number for its Common Shares to distinguish between the pre- and post-consolidated Common Shares. mCloud’s name and trading symbol will remain unchanged.  Following the completion of the Common Share consolidation, the Company will have approximately 15,754,920 Common Shares issued and outstanding.

Upon completion of the consolidation, letters of transmittal describing the details of the share consolidation and the process by which shareholders obtain actual share certificates representing the consolidated Common Shares will be mailed to mCloud’s registered shareholders. Registered shareholders will also be able to obtain copies of the letter of transmittal by contacting their brokers or other intermediary, or mCloud’s transfer agent, AST Trust Company.

Shareholders who hold their shares through their broker or other intermediary and do not have actual share certificates registered in their name will not be required to complete and return a letter of transmittal. Any pre-consolidation Common Shares owned by such shareholders will automatically be adjusted as a result of the share consolidation to reflect the applicable number of post-consolidation Common Shares owned by them and no further action is required to be taken by such shareholders. If, as a result of the consolidation, a shareholder becomes entitled to a fractional share, such fractions will be rounded to the nearest whole Common Share.

About mCloud Technologies Corp.

mCloud Technologies Corp. (TSX-V:MCLD) (OTCQB:MCLDF) 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 to three distinct segments: smart facilities, power generation, and process industries, including oil and gas. 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 35,000 assets connected in thousands of locations worldwide, mCloud is changing the way energy assets are managed. 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”. Forward-looking information contained in this press release includes information relating to the proposed consolidation.

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.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.

SOURCE mCloud Technologies Corp.

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