Today's News

Vancouver, BC, March 29, 2023--(T-Net)--mCloud Technologies Corp. (NASDAQ: MCLD) (TSXV: MCLD), a provider of cloud technology solutions optimizing the performance, reliability, and sustainability of energy-intensive assets, today announced it has formed a special committee comprising independent members of mCloud's Board of Directors  that has retained ATB Capital Markets Inc. and Maxim Group LLC as financial advisors for the purpose of exploring currently active strategic alternatives.

ATB and Maxim will assist the Special Committee in evaluating potential private and public structure alternatives that are being explored to determine the most viable outcomes maximizing value for the Company's securityholders.

There is no set timetable for this process and there can be no assurance that this process will result in the Company pursuing a transaction or that any transaction, if pursued, will be completed on attractive terms, although the Company believes that it may be possible to complete a transaction during the third quarter of 2023.

If the Company is unable to complete a transaction, it may be required to seek a reorganization, liquidation or other restructuring.

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Editor's Note: mCloud Technologies also announced today that it had received a notice from The Nasdaq Stock Market LLC stating the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the closing bid price for the Company's listed securities was below $1.00 per share for the last 30 consecutive business days.

The company's share price has fallen approximately 90% in the past year and in accordance with Nasdaq listing rule 5810(c)(3)(A), the Company has 180 calendar days, or until September 19, 2023, to regain compliance.

The Notice states that to regain compliance, the bid price for the Company's common stock must close at $1.00 per share or more for a minimum of ten (10) consecutive business days during the compliance period ending September 19, 2023.

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The Company does not expect to disclose or provide an update concerning developments related to this process unless or until the Company's Board of Directors has approved a definitive course of action or otherwise determines that other disclosure is necessary or appropriate.

In addition, mCloud announces today that it anticipates that it may be delayed in filing its audited annual financial statements for the year ended December 31, 2022, its management's discussion and analysis of financial statements for the year ended December 31, 2022, its annual information form for the year ended December 31, 2022 and related filings. Under National Instrument 51-102, the Required Filings are required to be made not later than March 31, 2023.

While every effort is being made to make the Required Filings as soon as possible, as a result of recent unexpected departures of key finance employees, the Company experienced delays in its ability to complete internal pre-audit procedures associated with the audit process. These delays in turn delayed the ability of the Company's auditor to commence its audit procedures. Although the Company has now substantially resolved these issues, it wishes to proactively advise investors that the Required Filings may not be made on or before the Canadian Filing Deadline.

Out of an abundance of caution in the event that the Company is unable to make the Required Filings on or before the Canadian Filing Deadline, the Company has applied to the British Columbia Securities Commission pursuant to Part 3 of National Policy 12-203 for a management cease trade order as an alternative to a "failure-to-file" cease trade order in connection with the possible late filing of the Required Filings.

A decision has not yet been made by the BCSC on this application. The BCSC may grant the application and issue the MCTO, or it may impose a "failure-to-file" cease trade order if the Required Filings are not filed on or before the Deadline. In the event that the MCTO is granted, it will remain in effect until the Default is remedied.

The issuance of a management cease trade order generally does not affect the ability of persons who have not been directors, officers or insiders of the Company to trade in the Company's shares.

During the period of Default and until the Required Filings have been made, the Company says it intends to satisfy the provisions of the alternative information guidelines as required by 12-203. Until the Company has made the Required Filings, members of the Company's management and other insiders of the Company are subject to an insider trading black-out policy in accordance with the Company's insider trading policy, which is consistent with the principles set out in Section 9 of National Policy 11-207.

The Company says it continues to make progress in the migration of its AssetCare portfolio of solutions to Google Cloud and the adoption of numerous industry-leading Google technologies, including Google Earth Engine to power new sustainability applications, which are now being delivered to customers.

These applications, which include AI-driven energy management for facilities, energy production optimization solutions for wind farms, and methane emissions management capabilities for oil and gas assets, are part of a joint go-to-market with Google Cloud regional teams worldwide.

mCloud noted today it has made considerable progress in implementing this go-to-market strategy, in particular recent uptake of these new applications across all segments worldwide.

The Company confirms that there are no insolvency proceedings against it as of the date of this press release. The Company also confirms that there is no other material information concerning the affairs of the Company that has not been generally disclosed as of the date of this press release.

About mCloud Technologies Corp.

mCloud is unlocking the untapped potential of energy-intensive assets with cloud-based solutions that curb energy waste, maximize energy production, eliminate harmful emissions, and get the most out of critical energy infrastructure.

Through mCloud's 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, AI, and analytics to optimize asset performance, reliability, and sustainability.

mCloud has a worldwide presence with offices in North America, Europe, the Middle East, and Asia-Pacific. mCloud's common shares trade in the United States on Nasdaq and in Canada on the TSX Venture Exchange under the symbol MCLD. Visit mcloudcorp.com to learn more.