Universal mCloud Signs Binding LOI to Acquire Ascent AeroSystems

Highlights  

• Acquisition expands total attainable market for connected assets. Ascent's durable "coaxial" Unmanned Aerial Vehicles ("UAV") will allow mCloud to apply its complete AI- and IoT-powered cloud asset management solutions to remote and hard-to-access assets
• Acquisition is valued at an estimated $6.55M USD, comprised of $4.8M USD in shares and $500K USD of cash on closing, plus an additional $250K USD in cash and $1M USD in equity based on future performance

VANCOUVER, Sept. 25, 2018 /CNW/ - Universal mCloud Corp. (TSX-V: MCLD) (OTCQB: MCLDF) ("mCloud" or the "Company"), a leading provider of Artificial Intelligence and Analytics ("AI&A") and IoT-connected asset care technology, today announced that it signed a binding letter of intent ("LOI") to acquire Ascent AeroSystems ("Ascent") on September 24, 2018.

Ascent's leading UAV offering will enable mCloud to provide its complete cloud-based AssetCare™ solutions to customers with critical assets, such as wind turbines, HVAC units, and electrical transformers, in remote or inaccessible locations. Ascent's technology will enable AI-powered visual inspections on connected assets, allowing for real-time monitoring of their physical condition at a fraction of the cost of traditional inspections. Additionally, stackable forward-looking infrared and ultrasound sensors extend the data capture, providing Asset owners with better knowledge and documentation of their assets under care, minimizing unplanned downtime and preserving asset value.

"The acquisition of Ascent will broaden mCloud's ability to access hard-to-reach assets, allowing us to capture the AI enhancing data that provides our customers with unique insights and solutions," said Russel McMeekin, mCloud President and CEO. "Ascent's offering complements the capabilities gained from our recent acquisition of AI damage assessment provider NGRAIN. We believe that the integration of these two platforms will create a disruptive solution to critical asset management."

"Ascent's airborne sensor platform brings the ability to capture an entirely new data layer to enhance mCloud's industry-leading AI engine.  Our coaxial vehicles are inherently more rugged, adaptable and efficient than conventional multirotors, making them far more reliable in tough industrial environments where critical information needs to be collected," said Peter Fuchs, Ascent's cofounder and CEO.  "mCloud is assembling the most advanced technology building blocks available to create a fully integrated, end-to-end, data-driven, intelligent asset management solution.  Today, we're one step closer to completely automating that process, from collection, transmission, conditioning, storage, analysis right through to the recommendations that drive real-world action."

Ascent's UAV's are designed and manufactured in the USA, and the company's existing customers include Tier One and Tier Two aerospace and defense prime contractors, government agencies and commercial operators. 

The acquisition is valued at approximately $6.55M USD, comprised of $4.8M USD in shares plus $500K USD in cash on closing. An additional $1M USD in shares, and $250K USD in cash is contingent on the achievement of future results. It is not expected that any single stockholder of Ascent will own more than 5% of the outstanding shares of mCloud upon completion of the transaction.

The acquisition of Ascent is an arm's length transaction, and no finder's fees are payable by mCloud in connection with the transaction.  Completion of the transaction is subject to the satisfaction of a number of conditions, including receipt of the approval of the TSX Venture Exchange.

About Universal mCloud Corp.

Universal mCloud is headquartered in Vancouver, BC with technology and operations centers in San Francisco, CA and Bristol, PA. mCloud is an Artificial Intelligence and Analytics, IoT connected asset care cloud solution company utilizing connected IoT devices, AI, 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 Ascent Systems

Ascent AeroSystems is a Syracuse, NY-based company that designs and manufactures unique "coaxial" unmanned aerial vehicles (UAVs) for industrial, public safety and military applications.  Its rugged, cylinder-shaped UAVs are more durable, more portable, more flexible and more efficient than conventional multirotors, making them ideal for mission-critical operations in tough environments.  The company has shipped hundreds of units to customers worldwide.

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 limited to, the proposed completion of the acquisition of Ascent and prospective financial results and business prospects of the Company assuming the completion of the transaction.

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. 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

Madelin Daviau, NATIONAL | Equicom, T: 416-848-9833, [email protected]; Russ McMeekin, Chief Executive Officer, Universal mCloud Corp., T: 415-635-3500