mCloud Technologies Corp. (TSXV: MCLD) (OTCQB: MCLDF) ('mCloud' or the 'Company'), a leading provider of asset management solutions combining IoT, cloud computing, and artificial intelligence ('AI'), today announced it had closed its acquisition of kanepi Group Pty Ltd ('kanepi'), an information, visualization, and analytics software technology company headquartered in Perth, Australia, with a development center in Singapore.
The Company originally announced the acquisition of kanepi on June 25, 2020.
As consideration for the acquisition of kanepi, the Company paid to the sellers of kanepi an aggregate cash consideration of AUD$5,000,000 and issued 2,669,090 common shares of the Company as agreed on June 25, 2020, subject to compliance with the policies of the TSX Venture Exchange ('TSX-V'). Shares are subject to a 30-month lock-up, with 25 percent of the shares released from the lock-up on the 12, 18, 24, and 30-month anniversaries of the closing date. In addition, subject to kanepi earning AUD$10,000,000 of revenue during the 12-month period following closing, or AUD$14,000,000 of revenue during the 24-month period following closing, or kanepi meeting certain customer acquisition targets during such periods, the Company may make two additional payments to the sellers of AUD$1,000,000 each (the 'Earn-out Payments'). If earned, 50 percent of each Earn-out Payment will be made in cash, with the remainder satisfied by the issuance of common shares based on a price per share equal to the volume weighted average trading price of the common shares on the TSX-V for the 15 trading days immediately prior to the date on which the applicable earn-out condition is satisfied.
About mCloud Technologies Corp.
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. Through mCloud's AI-powered AssetCare platform, mCloud offers complete asset management solutions in five distinct segments: commercial buildings, renewable energy, healthcare, heavy industry, and connected workers. IoT sensors bring data from connected assets into the cloud, where AI and analytics are applied to maximize their performance. Headquartered in Vancouver, Canada with offices in twelve locations worldwide, the mCloud family includes an ecosystem of operating subsidiaries that deliver high-performance IoT, AI, 3D, and mobile capabilities to customers, all integrated into AssetCare. With over 100 blue-chip customers and more than 54,000 assets connected in thousands of locations worldwide, mCloud is changing the way energy assets are managed.
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 information related to the pull forward of deferred contract revenues and additional cash collections from customer contracts. 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.