mCloud announces the launch of a public offering of 9.0% Series A cumulative perpetual preferred shares and warrants | Daily News Byte

mCloud announces the launch of a public offering of 9.0% Series A cumulative perpetual preferred shares and warrants

 | Daily News Byte

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SAN FRANCISCO, December 22, 2022 /CNV/ – mCloud Technologies Corp. (Nasdaq: MCLD ) (TSXV: MCLD ) (“mCloud” or the “Company”), a provider of cloud technology solutions that optimize the performance, reliability and sustainability of energy-intensive assets, today announced the commencement of its public offering of $25,000,000 9.0% Series A Cumulative Perpetual Preferred Stock, with liquidation preferences of $25.00 per share (“Series A Preferred Shares”), and up to 25,000,000 warrants for the purchase of one common share.

Each Series A Preferred Share is being sold together with 25 warrants at a combined price to the public of $25.00. Each Series A Preferred Share is convertible after the date of issuance into 25 shares of common stock. Orders can be redeemed on the date of issue and expire November 29, 2026at an exercise price per common share equal to $4.75. The Series A Preferred Stock and Warrants may only be purchased together in this offering, but the Series A Preferred Stock and Warrants are immediately severable and will be issued separately.

There is currently no market for the Series A Preferred Shares. The Series A Preferred Shares are expected to be approved for listing on the Nasdaq Capital Market under the symbol “MCLDP”. The warrants are identical and will be listed on the Nasdaq Capital Market together with the warrants issued by mCloud u November 2021 which are currently listed on the Nasdaq Capital Market under the symbol “MCLDV”.

mCloud currently intends to use the net proceeds of the offering for working capital and general corporate purposes, including the repayment of convertible debt in the amount of 23,955,241 CAD$.

American Trust Investment Services, Inc. acts as the lead agent for placing the offer on a best efforts basis.

This offering is being made pursuant to a registration statement on Form F-1 (No. 333-264859) previously filed by the Company with the Securities and Exchange Commission (“SEC”), effective on December 22, 2022. The offer will be made only by means of a written prospectus that forms part of the registration statement. A preliminary prospectus relating to the offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. Copies of the preliminary prospectus may also be obtained by contacting American Trust Investment Services, Inc., 230 W. Monroe St., Suite 300, Chicago, IL 60606, or by phone at (312) 382-7000. A final prospectus describing the final terms of the offering will be filed with the SEC and, when available, may be obtained by accessing the SEC’s website or by contacting American Trust Investment Services, Inc. to the phone number listed in the previous sentence.

None of the securities will be offered for sale or sold Canada. The offering is subject to the satisfaction of certain customary closing conditions, including the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSKS Venture Exchange.

This press release will not constitute an offer to sell or the solicitation of an offer to buy these securities, nor will there be any sale of these securities in any state or other jurisdiction where such offer, solicitation or sale would be illegal prior to registration or qualifications under the securities laws of that state or jurisdiction.

About mCloud Technologies Corp.

mCloud unlocks the untapped potential of energy-intensive assets with cloud-based solutions that limit energy waste, maximize energy production, eliminate harmful emissions and get the most out of critical energy infrastructure. Through the mCloud portfolio of AssetCare™ solutions, mCloud enables asset owners and operators in energy and asset-intensive industries such as oil and gas, wind and commercial facilities to use cloud-based digital twins, artificial intelligence and analytics to optimize asset performance, reliability and sustainability. mCloud has a worldwide presence with offices in North America, Europethe Middle Eastand the Asia-Pacific region. mCloud’s common stock trades United States on Nasdaq and Canada on the TSKS Venture Exchange under the symbol MCLD. Visit mcloudcorp.com to find out more.

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 Litigation Reform Act in U.S. private securities field since 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but represent only the Company’s beliefs regarding future events, plans or objectives, as of many of which, by their nature, are inherently uncertain and beyond 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,” “expected,” “budget,” “planned “, “estimates”, “anticipates”, “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,” “could” or “will be taken,” “will continue,” “will occur” or “will be achieved.” Forward-looking information contained herein may include statements regarding anticipated closing the offering, the Company’s intended use of the net proceeds of the offering and the Company’s expected listing of its Series A Preferred Stock on the Nasdaq Capital Market.

By identifying such information and statements in this way, the Company cautions 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 differ materially from those expressed or implied in such information and statements.

A full discussion of the risks and uncertainties facing the Company appears in the prospectus supplement, the underlying policy prospectus and registration statement and in the Company’s Annual Information Form and other continuous disclosure filings, which are available on SEDAR at www.sedar.com and EDGAR in www.sec.gov. 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 to differ materially from those contained in the forward-looking information and forward-looking statements. expected, estimated or planned.

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 the preparation, as well as 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 can be given that such information and forward-looking 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 undertakes no obligation to update any forward-looking information and/or forward-looking statements contained or referred to herein, except in accordance with applicable securities laws. All subsequent written and oral information and forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this notice.

Neither TSKS Venture Exchange nor its regulation service provider (as that term is defined in the policies of TSKS Venture Exchange) accepts responsibility for the adequacy or accuracy of this publication.

SOURCE mCloud Technologies Corp.

For further information: Wayne Andrews, RCA Financial Partners Inc., T: 727-268-0113, [email protected]; Barry Poe, Director of Marketing, mCloud Technologies Corp., T: 866-420-1781

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