CALGARY, AB, Nov. 24, 2021 /CNW/ - mCloud Technologies
Corp. (TSXV: MCLD) (OTCQB: MCLDF) ("mCloud" or the "Company"),
a leading provider of AI-powered asset management and
Environmental, Social, and Governance ("ESG") solutions, today
announced the pricing of its underwritten public offering
of 2,100,000 units at a price to the public of USD$4.50 per unit. Each unit to be issued in the
offering consists of one common share and one warrant to purchase
one common share at an exercise price of USD$4.75. The common shares and warrants are
immediately separable and will be issued separately. The common
shares are expected to begin trading on The Nasdaq Capital Market
on November 24, 2021 under the symbol
"MCLD".
mCloud expects to receive gross proceeds of approximately
USD$9.5 million, before deducting
underwriting discounts and commissions and other estimated offering
expenses. The share numbers and pricing information in this press
release give effect to mCloud's previously announced 1-for-3
reverse stock split that will be effective at the open of trading
on November 24, 2021.
mCloud has granted the underwriters a 45-day option to purchase
up to an additional 315,000 common shares and/or an additional
315,000 warrants at the public offering price to cover
over-allotments, if any. The offering is expected to close on
November 29, 2021, subject to
customary closing conditions.
mCloud currently intends to use the net proceeds from the
offering for growth initiatives in Saudi
Arabia and the Middle East,
acceleration of our ESG optimization applications, and for working
capital and general corporate purposes.
Maxim Group LLC is acting as sole book-running manager for the
offering.
The public offering is being made pursuant to an effective
registration statement on Form F-10 (File No. 333-260264) under the
U.S./Canada Multijurisdictional Disclosure System, previously filed
with the U.S. Securities and Exchange Commission (SEC) on
October 15, 2021, as amended on
November 19, 2021, which includes the
Company's amended and restated short form base shelf prospectus
dated November 18, 2021 and was
declared effective on November 23,
2021. The securities may be offered only by means of a
prospectus. A preliminary prospectus supplement describing the
terms of the public offering has been filed with the SEC. A final
prospectus supplement will be filed with the SEC and will form a
part of the effective registration statement. Copies of the final
prospectus supplement and accompanying prospectus relating to the
public offering may be obtained, when available, by contacting
Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Syndicate
Department, or by telephone at (212) 895-3745 or by email at
syndicate@maximgrp.com.
None of the securities will be offered for sale or sold in
Canada. The offering is subject to
the satisfaction of certain customary closing conditions, including
the receipt of all necessary regulatory and stock exchange
approvals, including the approval of the TSX Venture Exchange.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About mCloud Technologies Corp.
mCloud is unlocking the untapped potential of energy intensive
assets with 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 for
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.
With a worldwide presence and offices in San Francisco, Vancouver, Calgary, London, Perth, Singapore, and Beijing, 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 62,000 assets connected in thousands of locations worldwide,
mCloud is changing the way energy assets are managed.
mCloud's common shares trade in Canada on the TSX Venture Exchange under the
symbol MCLD and in the United
States on the OTCQB under the symbol MCLDF. mCloud's
convertible debentures trade on the TSX Venture Exchange 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" 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 and forward-looking statements contained herein may
include statements regarding the anticipated closing of the
offering, including the receipt of all necessary approvals for the
completion of the offering, the Company's intended use of the net
proceeds from the offering and the Company's anticipated listing of
its common shares on The Nasdaq Capital Market.
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.
A more complete discussion of the risks and uncertainties facing
the Company appears in the prospectus supplement, the base shelf
prospectus and the registration statement and in the Company's
Annual Information Form and other continuous disclosure filings,
which are available on SEDAR at www.sedar.com and EDGAR at
www.sec.gov. 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 mCloud Technologies Corp.
