Feb 22, 2019 Universal mCloud Corp

Universal mCloud Corp. Signs Letter of Intent to Purchase CSA, Inc., a Global Leader in Intelligent 3D and Laser Scanning Software

-Adds Over 30 US-based Utilities to mCloud Customer Base- 

-CSA Technology Combined with Recently Announced NGRAIN® Acquisition Provides mCloud with a complete 3D Solution, From Data Capture to Artificial Intelligence, in Direct Support of Critical Assets-

-Adds Over US$1,600,000 in New Revenue, and US$129,000 in EBITDA-

VANCOUVER, Jan. 11, 2018 /CNW/ – Universal mCloud Corp. (TSXV:MCLD) (OTCQB:MCLDF) (“mCloud” or the “Company”), a leading provider of IoT-connected asset care technology solutions, today announced that on December 29, 2017 it signed a Letter of Intent (“LOI”) to purchase 100% of CSA, Inc. (“CSA”), an Atlanta, Georgia based company with technology development subsidiaries in Slovakia. Following final due diligence and requisite approvals, the deal is expected to close in Q1, 2018, and will be valued at up to US$4,800,000, comprised of US$2,400,000 in shares of mCloud and up to US$2,400,000 in cash consideration including performance based payments.  CSA shareholders will end up owning roughly 16% of mCloud shares.

 This transaction will strengthen mCloud’s AssetCare™ Solution by:

  1. Adding 3D capabilities:  The CSA technology combined with the recently announced NGRAIN® acquisition provides mCloud with a complete 3D solution, from data capture to Artificial Intelligence (“AI”), in direct support of critical assets. This will support the use ofAI for accurately detecting asset damage, tracking asset health issues and assisting field services with remote expert guidance using AssetCareTM Mobile.
  2. Expanding the Customer Base: CSA is a leader in laser scanning and 3D modeling for the US Energy Market including most nuclear facilities and utilities.
  3. 3D field data capture and processing: With the CSA PanoMap® software suite, mCloud now has the capability of capturing asset details in the field and creating accurate 3D models from raw field data.

“This transaction fully complements our recent acquisition of NGRAIN® by providing the means to capture, in 3D, the ‘as-found’ conditions of critical assets, the first step in effectively applying AI and 3D Augmented Reality,” said Russel McMeekin, mCloud CEO.  “The CSA software suite enables mCloud to develop unique 3D solutions that fit perfectly into our AssetCareTM strategy. It will be put to immediate use in fulfilling our vision of our AssetCareTM Wind solution.”

CSA has been a pioneer in the implementation of panoramic 3D scan representations, integration of laser scan data with 3D plant models, implementation of laser scans in mobile devices, and automatic verification of as-built scan representations against design 3D models.  “The CSA PanoMap® software suite gives us the ability to capture asset detail in full, accurate and precise 3D, model it, and make it available in support of lifecycle activities,” said Mr. McMeekin.  “Integrating this capability into the AssetCareTM cloud solution, completes the technology basis for the mCloud vision.”

Amadeus Burger, President of CSA says,

“CSA has pioneered the successful use of 3D technology since founding the business in 1976.  When introduced to mCloud and its vision of caring for industrial energy assets, we immediately saw the next major wave in which to apply our technology.  We are extremely excited about joining forces with mCloud.”

Summary of CSA Financials (unaudited estimates):

2017 Revenue of US$1.6M and EBITDA of US$128,000.

Summary of Deal Terms:

Approximate number of mCloud Shares at deal closing of 7,500,000 (US$2.4M valued at $0.40 per share).  An additional US$2,400,000 in cash.

This is an arm’s length transaction and no finder’s fees are payable in connection with the acquisition.

Completion of this transaction is subject to the approval of TSX Venture Exchange.

About Universal mCloud Corp.

Universal mCloud Corp. (TSXV:MCLD) (OTCQB:MCLDF) is headquartered in Vancouver, BC with technology and operations centers in San Francisco, CA and Bristol, PA.mCloud is an IoT connected asset care cloud solution company utilizing connected IoT devices, leading 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.

About CSA, Inc.

CSA offers software and services to support plant and industrial facility design and asset management, focusing on user-friendly solutions that can be used by a wide range of plant employees and vendors. Established in 1976, CSA, headquartered in Atlanta, Georgia (with two subsidiaries in Slovakia), provides two core technologies: PanoMap® Laser Scanning Technology, and Plant/CMS (Plant Configuration Management Systems). CSA has extensive experience supporting large-scale facility management projects around the world in industries as diverse as petrochemical, power generation, semiconductor, paper mills, nuclear facilities, art exhibits and military installations. For more information visit www.csaatl.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 future business prospects and potential revenue of the Company and the completion of the transaction contemplated herein.

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” 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 including, without limitation, the completion of the transaction contemplated herein. 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

Please visit the company’s website at www.mCloudCorp.com. For a free report on Universal mCloud Corp. (TSXV:MCLD) (OTCQB:MCLDF) visit microsmallcap.com.

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