THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
UNIVERSAL-mCLOUD CORP. ANNOUNCES PRIVATE PLACEMENT
Vancouver, British Columbia (October 24, 2017) – Universal-mCloud Corp. (TSX-V: MCLD) (“mCloud” or the “Company”) is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. as lead agent (the “Lead Agent”), on behalf of a syndicate of agents (the “Agents”), to undertake a fully marketed private placement of units of the Company (the “Units”) for gross proceeds of up to C$2,000,000 at a price (the “Issue Price”) of $0.40 per Unit (the “Offering”). In addition, the Company has granted the Agents an option (the “Agents’ Option”) to sell up to an additional 2,500,000 Units at the Issue Price, to raise additional gross proceeds of up to C$1,000,000, exercisable until 48 hours prior to the Closing Date (as hereinafter defined).
Each Unit will be comprised of one common share of the Company and one-half of one common share purchase warrant of the Company. Each warrant will be exercisable at a price of $0.50 per share for a period of 36 months following the closing of the Offering, and will be subject to accelerated expiration if the 10-day weighted average trading price of the Company’s common shares is, at any time, greater than C$0.80 per share.
In connection with the Offering, the Agents will receive a cash commission equal to 7% of the gross proceeds raised under the Offering, together with broker warrants to acquire 7% of the number of Units sold pursuant to the Offering (“Broker Warrants”). Each Broker Warrant will be exercisable for one common share of the Company at the Issue Price for a period of 24 months following the closing of the Offering.
The net proceeds from the Offering will be used for general working capital purposes. “We are pleased to have entered into this financing agreement. Our continued ability to access capital from existing and new investors will allow us to further develop our commercial product line and penetrate further into the IoT connected marketplace,’” said Russ McMeekin, mCloud President & CEO.
The Company expects that the Offering will close in early November. All securities issued by the Company in connection with this Offering will be subject to a statutory four month hold period. Completion of the Offering is subject to a number of conditions, including, without limitation, the Company and the Lead Agent entering into a binding agency agreement and receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Universal-mCloud Corp.
Universal-mCloud Corp. 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.
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