Universal mCloud Announces Binding Agreement to Acquire 100% Ownership of Agnity Global Royalty Agreement from Flow Capital

Acquisition will increase mCloud's proforma combined revenues on TTM basis to ~$12.5M CDN and offer customers next-gen 5G wireless capabilities enabling industrial IoT-based asset management

Highlights

• mCloud to pay Flow Capital $2M USD in cash and 1.5M in mCloud shares at close, and another 3.5M shares if share-based performance milestones are met
• Through consolidation, mCloud's Combined Annualized Revenues total approximately $12.5M CDN with break-even adjusted EBITDA (proforma, TTM)
• Further expands mCloud's AssetCare™ platform to support mobile asset workers via next-gen 5G wireless and secure IoT data capture capabilities

VANCOUVER, June 21, 2018 /CNW/ - Universal mCloud Corp (TSX-V: MCLD) (OTCQB: MCLDF) ("mCloud" or the "Company"), a leading provider of Artificial Intelligence and Analytics solutions for IoT-connected asset care, today announced that it has signed a binding agreement to purchase 100% of Flow Capital's (TSX-V: FW) Royalty Agreement with Agnity Global ("Agnity"), an industry leader in LTE/4G/5G mobile IoT applications. This transaction extends mCloud's capacity to reach all parts of North America, Asia, and Europe and solidifies the Company's position as the eminent provider of IoT asset management solutions for smart buildings, wind, and power utility providers.

mCloud plans to consolidate Agnity's results in the Company's financial statements due to the nature of the Royalty Agreement, the relative contribution of total cash flows, and the extensive control mCloud retains over Agnity's governance and operations. mCloud will work closely with Agnity on many aspects of the business on a frequent basis, including collaborative technology development, strategic business development, and to improve efficiencies in mutual operations. Agnity's most recent fiscal year had revenues of greater than $6M USD and royalty cash flows of approximately $500K USD.

Prior to this transaction, mCloud and Agnity maintained a long-standing relationship as technology partners, with Agnity providing mobile apps that bolstered mCloud's AssetCare platform. This agreement further deepens this relationship, enabling mCloud to directly benefit from Agnity's highly talented R&D teams in Silicon Valley and India, thus accelerating the Company's product development agenda. Over time, mCloud and Agnity will look to achieve further integration in technical, sales, and general operations.

"mCloud's AssetCare platform is now connected to over 15,000 assets around the world and Agnity's mobile capabilities are already being applied to our AI and Analytics offerings in the field, empowering field workers to achieve successful outcomes," said Russel McMeekin, mCloud President and CEO. "This transaction will allow mCloud to offer enhanced IoT capabilities to our customers, such as blockchain-based mobile security, while simultaneously doubling our high-margin recurring revenue base and positioning mCloud for profitability in the near term."

The Binding Agreement is subject to customary regulatory approval and a break up fee. 

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.

About Flow Capital
Based in Toronto, Flow Capital Corp. is a diversified alternative asset investor and advisor, operating two divisions: an investment operation providing revenue-linked capital to emerging growth businesses, and an institutional advisory sales platform providing pension funds, charities and endowment clients with access to leading institutional money managers from around the world. Learn more at www.flowcap.com

Forward-Looking Information and Statements
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SOURCE Universal-mCloud Corp

Madelin Daviau, NATIONAL | Equicom, T: 416-848-9833, [email protected]; Russ McMeekin, Chief Executive Officer, Universal mCloud Corp., T: 415-635-3500; Robb McLarty, Chief Executive Officer (Acting), Flow Capital Corp., [email protected], Phone: [phone]