Universal mCloud Corp. Announces Convertible Debenture Financing

/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/

VANCOUVER, May 30, 2019 /CNW/ - Universal mCloud Corp. (TSXV: MCLD) (OTCQB: MCLDF) (the "Company") is pleased to announce a private placement offering of up to $10,000,000 aggregate principal amount of convertible unsecured subordinated debentures (the "Debentures") at a price of $100 per Debenture (the "Offering").  

The Debentures will bear interest from each applicable issuance date at 10% per annum, calculated and paid quarterly on the last day of August, November, February and May of each year. The first interest payment will be made on August 31, 2019 and will consist of interest accrued from and including the closing of each tranche of the Offering (each, a "Closing Date") to August 31, 2019. The Debentures will mature on the date that is 36 months following the initial Closing Date (the "Maturity Date").

The principal amount of the Debentures will be convertible into units of the Company (the "Units") at the option of the holder at any time prior to the close of business on the last business day immediately preceding the Maturity Date, at a conversion price of $0.50 per Unit (the "Conversion Price"), subject to adjustment in certain events. Holders converting their Debentures will receive accrued and unpaid interest thereon in cash for the period from and including the date of the latest interest payment date to, but excluding, the date of conversion.

Each Unit will be comprised of: (i) one common share of the Company (each, a "Common Share"); and (ii) one Common Share purchase warrant (each, a "Warrant"). Each Warrant will be exercisable to acquire one Common Share at an exercise price of $0.75 per Common Share, subject to adjustment in certain events, until the date that is the earlier of: (i) 60 months following the initial Closing Date; and (ii) the date specified in any Acceleration Notice (as defined below). Beginning on the date that is four months plus one day following the last Closing Date, but subject to receipt of any required approvals, the Company will have the right to accelerate the expiry date of the Warrants to a date which is not less than 21 days after the date on which a written notice is provided to the holders of Warrants should the daily volume weighted average trading price of the Common Shares be greater than $2.50 (subject to adjustment in certain events) for any 30 consecutive trading days on the TSX Venture Exchange (the "TSXV").

Beginning on the date that is four months plus one day following the last Closing Date, but subject to receipt of any required approvals, the Company may force the conversion of all of the principal amount of the then outstanding Debentures at the Conversion Price on not less than 21 days' notice should the daily volume weighted average trading price of the Common Shares be greater than $2.50 (subject to adjustment in certain events) for any 30 consecutive trading days on the TSXV.

Upon a change of control of the Company, on the date that is not less than 30 days following the giving of notice of the change of control, the holders of Debenture shall, in their sole discretion, have the right to require the Company to, either: (i) purchase the Debentures at 100% of the principal amount thereof plus unpaid interest to the Maturity Date; or (ii) if the change of control results in a new issuer, convert the Debenture into a replacement debenture of the new issuer in the aggregate principal amount of 101% of the aggregate principal amount of the Debenture.

The net proceeds received by the Company will be used, in part, to: (a) satisfy all outstanding cash obligations of the Company in connection with (i) the Company's previously announced acquisition of Flow Capital Corp.'s royalty interest in Agnity Global, and (ii) the Company's proposed acquisition of CSA, Inc.; (b) fund ongoing working capital requirements; and (c) fund the proposed expansion of the Company's business, including its international operations.

The Debenture will be offered and sold by private placement (i) in Canada to "accredited investors" within the meaning of NI 45-106 - Prospectus Exemptions and other exempt purchasers in each province of Canada, and (ii) outside Canada and the United States on a basis which does not require the qualification or registration of any of the Debentures or the Company. All securities issued under the Offering will be subject to a statutory four month hold period.

Closing of the Offering is subject to the satisfaction of customary conditions, including the approval of the TSXV.  The Offering is expected to be completed in multiple tranches, with the initial closing to occur on or about June 12, 2019.

About Universal mCloud Corp.

Universal mCloud 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. Headquartered in Vancouver, Canada, with technology and operations centers in San Francisco, CA, and Bristol, PA, mCloud takes advantage of IoT sensors to bring data from connected assets into the cloud, applying AI and analytics to maximize their health and performance. Today, mCloud offers complete asset management solutions to four distinct segments: smart buildings, wind energy, utilities, and oil and gas. With over 100 blue chip customers and more than 28,000 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". The forward-looking information contained herein includes, but is not necessarily limited to, the completion of the Offering and the use of proceeds of the Offering by the Company.

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. 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.

The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

SOURCE Universal mCloud Corp.

Craig MacPhail, NATIONAL Capital Markets, T: 416-586-1938, [email protected]; Chantal Schutz, Chief Financial Officer, Universal mCloud Corp., T: 604-669-9973