mCloud Announces Initial $10.5 Million Closing of Public Offering of 9.0% Series A Cumulative Perpetual Preferred Shares and Warrants

mCloud Technologies Corp. a provider of cloud technology solutions optimizing the performance, reliability, and sustainability of energy-intensive assets announced the initial closing of its public offering of up to $25,000,000 9.0% Series A Cumulative Perpetual Preferred Shares, with a liquidation preference of $25.00 per share (the “Series A Preferred Shares”), and up to 25,000,000 warrants to purchase one common share.

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mCloud received gross proceeds of $10.5 million, before deducting placement agent fees and other offering expenses, from the sale of 420,000 Series A Preferred Shares and 10,500,000 accompanying warrants at the initial closing. The net proceeds from the initial closing will be held in escrow until mCloud has proceeds, including from potential subsequent closings of this offering or the Company’s previously announced non-brokered common share offering, sufficient to satisfy the convertible debenture debt.

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 following the issuance date into 25 common shares. The warrants are exercisable on the date of issuance and expire on November 29, 2026, at an exercise price per common share equal to $4.75. The Series A Preferred Shares and warrants can only be purchased together in this offering but the Series A Preferred Shares and warrants are immediately separable and will be issued separately. Currently, no market exists for the Series A Preferred Shares. The Series A Preferred Shares have been approved for listing on The Nasdaq Capital Market and are expected to begin trading under the symbol “MCLDP” on December 30, 2022. The warrants are identical to, and will be listed on The Nasdaq Capital Market along with, the warrants issued by mCloud in November 2021 that are currently listed on The Nasdaq Capital Market under the symbol “MCLDW.”

Upon release from escrow, mCloud currently intends to use the net proceeds from the offering for working capital and general corporate purposes, including paying off convertible debenture debt in the amount of CAD$23,955,241.

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American Trust Investment Services, Inc. is acting as the lead placement agent for the offering on a best efforts basis.

This offering is being made pursuant to the registration statement on Form F-1 (No. 333-264859) that the Company previously filed with the Securities and Exchange Commission (the “SEC”), which became effective on December 22, 2022. The offering will be made only by means of the written prospectus that forms a part of the registration statement. The preliminary prospectus relating to the offering has been filed with the SEC and is available on the SEC’s website located. 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 telephone 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. at the phone number listed in the previous sentence.

None of the securities will be offered for sale or sold in 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 TSX Venture Exchange.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sales of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

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