Universal mCloud to Release Full Year 2018 Operating Results and Acquisition Strategy Update

Fiscal 2018 Operating Results Press Release and Conference Call on April 24, 2019
Strategy and Reporting Update for All Acquisition Targets Disclosed in 2018

VANCOUVER, March 28, 2019 /CNW/ - Universal mCloud Corp. (TSX-V: MCLD) (OTCQB: MCLDF) ("mCloud" or the "Company"), a leading provider of asset management solutions combining IoT, cloud computing, artificial intelligence ("AI"), and analytics, is pleased to announce that it expects to issue a press release on April 24, 2019 to update the market on its 2018 fiscal year end audited operating results. Following the close of markets on April 24, 2019, the Company will host a conference call with analysts and investors. Dial-in information will be provided in a subsequent release.

The following is an update on the news releases issued by the Company on May 1, 2018, August 23, 2018, and November 27, 2018, including the status of the acquisitions disclosed in those news releases and information on each target company on a "standalone basis". The annual financial statements of the Company will include a quarterly reconciliation of previously issued pro forma results included in the above mentioned news releases. At the hosted conference call on April 24, 2019, the Company will provide additional commentary on its business, the relevant performance of each acquisition over the past year, as well as a status update on in-progress acquisitions.

Agnity Global, Inc. via Acquisition of Royalty Agreement from Flow Capital Corp.

The Company completed the acquisition of Flow Capital Corp.'s interest in a Royalty Agreement with Agnity Global, Inc. ("Agnity") on January 17, 2019. The Company and Flow Capital Corp. signed a binding letter agreement on December 13, 2018, which was subject to the execution of a definitive agreement and receipt of required regulatory approvals. The Company previously provided financial information and estimates relating to the combined operations of the Company with Agnity that were unaudited and presented on a pro forma basis to illustrate the impact of this transaction on an as completed basis. The Company and Agnity began working closely on integration activities upon the signing of the initial binding agreement and continued in this endeavor through the regulatory approval process up to and after completion of the transaction.

The below results are for the fiscal 2018 year and are subject to the completion of the external audit currently in progress.

Agnity Global, Inc.
Consolidated Statements of Operations (Unaudited)
United States Dollars
		as of March 31'18	as of June 30'18	as of Sept 30 '18	as of Dec 31 '18	FY '2018
Revenue		$375,000	$485,000	$1,717,500	$1,910,000	$4,487,500
Cost of Goods Sold		$112,500	$140,650	$515,250	$553,900	$1,322,300
Gross Profit		$262,500	$344,350	$1,202,250	$1,356,100	$3,165,200
						71%
Operating Expenses:
G&A		$256,574.18	$256,574	$256,574	$256,574	$1,026,297
R&D		$212,500.00	$212,500.00	$212,500.00	$212,500.00	$850,000
S&M		$312,678.53	$312,678.53	$312,678.53	$312,678.53	$1,250,714
Total Operating Expenses		$781,753	$781,753	$781,753	$781,753	$3,127,011
EBITDA		($519,253)	($437,403)	$420,497	$574,347	$38,189

CSA, Inc.

The Company's acquisition of CSA, Inc. ("CSA") is expected to close during the second quarter of the 2019 fiscal year. Initially, the Company and CSA signed a binding letter agreement on December 20, 2017 that was announced on January 11, 2018, which was subject to the execution of a definitive agreement and receipt of required regulatory approvals. The Company has been in the process of converting the financial statements of CSA from GAAP to IFRS. In the GAAP to IFRS conversion, mCloud encountered complexities in converting the financial statements of a CSA Slovakian subsidiary. These matters are now materially complete and the Company expects to complete the transaction within the next several weeks. The Company previously provided financial information and estimates relating to the combined operations of the Company and CSA that were unaudited and presented on a pro forma basis to illustrate the impact of this transaction on an as completed basis. The Company and CSA began working closely on integration activities when the initial agreement was signed and are continuing in that manner in anticipation of the completion of the acquisition.

The below results are for the fiscal 2018 year and are subject to the completion of the external audit currently in progress.

CSA Inc
Consolidated Statements of Operations (Unaudited)
United States Dollars
		as of March 31'18	as of June 30'18	as of Sept 30 '18	as of Dec 31 '18	FY '2018
Revenue		$428,893	$362,081	$380,904	$305,865	$1,477,743
Cost of Goods Sold		$147,993	$157,840	$143,686	$100,118	$549,637
Gross Profit		$280,900	$204,241	$237,218	$205,747	$928,106
						63%
Operating Expenses:
G&A		$121,345	$130,286	$92,372	$83,248	$427,251
R&D		$35,000	$35,000	$35,000	$32,600	$137,600
S&M		$26,000	$26,000	$28,500	$31,000	$111,500
Total Operating Expenses		$182,345	$191,286	$155,872	$146,848	$676,351
EBITDA		$98,555	$12,955	$81,346	$58,899	$251,755

Ascent Aerosytems Inc.

The Company and Ascent Aerosystems Inc. ("Ascent") signed a binding letter agreement on September 24, 2018 that was announced on September 25, 2018, which was subject to the execution of a definitive agreement and receipt of required regulatory approvals. In December 2018, Ascent experienced a material increase in its military business, which has continued into 2019. As a result, both companies have mutually agreed, with approval from their respective boards of directors, to change the structure of the transaction to a minority investment in Ascent by mCloud for cash consideration of at least $500,000 as part of a syndicated investment in parallel with other investors. mCloud and Ascent are proceeding with all strategic partnership and joint developments previously contemplated as part of an acquisition structure; however, post-investment, Ascent will continue as a stand-alone entity and not be consolidated into mCloud. The resulting impact is that the Company will not be issuing any shares to Ascent as part of the transaction as disclosed in the September 25, 2018 announcement. mCloud expects to use the leading Ascent technology in its wind turbine, oil & gas and utility transformer business. mCloud will not take part in any of the Ascent military business or operations.

Company Conference Call

During the April 24, 2019 conference, mCloud will discuss the above mentioned updates on their 2018 acquisitions, including providing reconciliations to the above reported financial information with the pro forma information previously provided in the news releases on May 1, 2018, August 23, 2018, and November 27, 2018, which were based on an "as if closed" and an "as if combined" basis. Additionally, the Company expects to provide a full view of the expected trajectory of the recently announced Fulcrum Automation and Britwind agreements, detailing the strategic foundation of these partnerships including growth targets in 2019 and beyond.

Summary

President and Chief Executive Officer, Russ McMeekin, stated: "2018 was a year of defining and combining the strategic components that form the basis of AssetCare, which we use to serve multiple targeted asset types and applications. In less than two years, our team has positioned mCloud globally in five countries. Our mission in 2019 will be focused on execution and robust growth and profitability."

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 may include, but is not limited to, information concerning the completion of certain acquisition disclosed herein.

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

Craig MacPhail, NATIONAL Capital Markets, T: 416-586-1938, [email protected]; Russ McMeekin, Chief Executive Officer, Universal mCloud Corp., T: 415-635-3500