- Approval enables process to pursue a transaction structure
involving the sale of certain mCloud and AssetCare assets resulting
in the separation of mCloud's business in two standalone parts: one
part to focus on AssetCare and a second to independently focus on
NGRAIN-related business
- An asset sale under this transaction structure would include
the divestment of assets, certain legal entities, and global
strategic agreements associated with AssetCare-related business for
embedded AI-powered sustainability applications, with cash proceeds
being used for payment of current mCloud obligations
- Such an asset sale would also leave the wholly owned
subsidiary NGRAIN and its highly regulated defense business with
the current public company
- Transaction structure aimed at maximizing shareholder value
and expediting the Company's Strategic Process
SAN
FRANCISCO, Aug. 21, 2023 /CNW/ - mCloud
Technologies Corp. (Nasdaq: MCLD) (TSXV: MCLD) ("mCloud" or the
"Company") a provider of cloud technology solutions optimizing the
performance, reliability and sustainability of energy-intensive
assets today announced the Company's special committee, composed of
independent members of mCloud's Board of Directors (the "Special
Committee"), in consultation with financial advisor ATB Capital
Markets Inc. ("ATB"), approved the process of pursuing the
separation of the Company with the intention of maximizing value
and facilitating progress on the Company's exploration of strategic
alternatives, originally announced on March
29, 2023 (the Company's "Strategic Process").
This approval from the Special Committee enables the pursuit of
a potential transaction involving the sale of mCloud's broader
industrial and commercial business, including assets, certain legal
entities, and global strategic agreements attributable to AssetCare
for embedded AI-powered sustainability applications while keeping
all business activities subject to military, defense, and aerospace
regulations in mCloud under its wholly owned subsidiary, NGRAIN
(Canada) Corporation
("NGRAIN").
NGRAIN is an aerospace and defense technology company mCloud
acquired in 2018. This structure would enable NGRAIN to remain
focused on its highly regulated defense business on a standalone
basis and would fully retain the aerospace and defense revenues
attributable to its business. These revenues include long-standing,
multi-year engagements with high profile customers.
This separation process is expected to enable maximum
shareholder value in a potential transaction. Cash proceeds from
the asset sale would be used for payment of current obligations of
the Company. The Company intends to complete all necessary
requirements to maintain compliance with requirements for public
listing, including the completion of an audit for the financial
year ended December 31, 2022.
In parallel, the Special Committee continues to investigate
other potential transactions involving the entire business,
including a sale of mCloud or the recapitalization of the Company.
There can be no assurances that any contemplated transaction will
be completed or that any successful transaction will result from
the Strategic Process. Any potential transaction would remain
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 TSX Venture
Exchange.
As a general update on the Strategic Process, the Company today
indicated it is currently working with various parties interested
in the transaction structure announced today. Since the Company has
not raised any new capital since its last update on the Strategic
Process on May 23, 2023, the Company
continues to closely manage its limited financial resources and
continues to work closely with stakeholders on its current
obligations, including secured creditors, to ensure mCloud remains
compliant with approved waivers and extensions from its
lenders.
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.
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 includes information concerning NGRAIN, the expected
shareholder value from any proposed transaction involving the
separation of the Company's business activities, the timing of any
potential transaction, and the timing of payments for current
obligations.
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.
A more complete discussion of the risks and uncertainties facing
the Company appears in the Company's Annual Information Form and
other continuous disclosure filings, which are available on SEDAR
at www.sedar.com and EDGAR at 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 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.
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SOURCE mCloud Technologies Corp.
