/NOT FOR DISTRIBUTION TO
USD$2,798,000principal amount of Converted Debentures will be converted into 1,890,537 Common Shares at a price of USD$1.48per Common Shares and 1,890,537 Warrants bearing a strike price of USD$2.29per Common Share; USD$1,795,000principal amount of Converted Debentures will be converted into 1,173,175 Common Shares at a price of USD$1.53per Common Shares and 1,173,175 Warrants bearing a strike price of USD$2.29per Common Share;
$2,300,000principal amount of Converted Debentures will be converted into 1,365,771 Common Shares at a price of USD$1.68per Common Shares and 1,365,771 Warrants bearing a strike price of USD$2.29per Common Share. The original conversion price under these Converted Debentures ranged from USD$1.85to USD$2.20, but the Company intends to apply to the TSX Venture Exchange(the "TSXV") for approval to reduce the conversion price under these Converted Debentures. This would result in the issuance of 179,922 additional Common Shares relative to the number of Common Shares issuable based on the original conversion price under these Converted Debentures. These additional Common Shares are already included in the 1,365,771 Common Shares referenced above; USD$1,916,000principal amount of Converted Debentures will be converted into 1,680,662 Common Shares at a price of USD$1.14per Common Shares and 1,680,662 Warrants bearing a strike price of USD$2.29per Common Share; and
- an aggregate of
USD$302,730in accrued interest owing on the principal amount of the Converted Debentures will be satisfied through the issuance of 213,215 Common Shares at a price per share of USD$1.42and 213,215 Warrants bearing a strike price of USD$2.29per Common Share.
All Warrants will have a term of 36 months from the date of issuance, and each Warrant will entitle the holder thereof to acquire one Common Share, subject to adjustment in certain circumstances. Conversion of the Indebtedness will allow the Company to preserve cash and improve its balance sheet.
The completion of the conversion of the Indebtedness, including the aforementioned reduction of the conversion price under certain of the Converted Debentures, is subject to a number of conditions, including the approval of the TSXV. Certain of the securities issued pursuant to the conversion of the Indebtedness will be subject to a hold period of four months and one day from the date of issuance in accordance with applicable securities legislation.
Following the conversion of the Indebtedness,
In addition, the Company is pleased to announce that it intends to complete a non-brokered private placement offering of 227,027 units of the Company (the "Units") at a price per Unit of
Completion of the Offering is subject to certain conditions, including the approval of the TSXV. The Company expects to use the net proceeds of the Offering to advance the Company's
The Units will be offered and sold by private placement (i) in
The securities referenced herein have not been, and will not be, registered under the
If the conditions to the completions of the transactions referenced herein are not satisfied, such transactions may not be completed on the terms set out herein or at all.
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mCloud's common shares trade on the
Forward-Looking Information and Statements
This press release contains certain "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws. 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, information related to: (i) the proposed conversion of the Indebtedness; (ii) the completion of the Offering; (iii) the expected use of proceeds of the Offering; and (iv) receipt of TSXV approval of the conversion of the Indebtedness and the Offering and the satisfaction of all additional conditions of closing of the transactions referenced 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" in the Company's annual information form dated
In connection with the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions, including, but not limited to the following: the Company will remain in compliance with regulatory requirements; the Company will have sufficient working capital and will, if necessary, be able to secure additional funding necessary for the continued operation and development of its business; key personnel will continue their employment with the Company and the Company will be able to obtain and retain additional qualified personnel, as needed, in a timely and cost efficient manner; and general economic conditions and global events, including the impact of COVID-19.
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. 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.
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