mCloud Creates Special Committee Retaining ATB Capital Markets Inc. and Maxim Group LLC as Financial Advisors to Explore Strategic Alternatives

mCloud Technologies Corp., a provider of cloud technology solutions optimizing the performance, reliability, and sustainability of energy-intensive assets, announced it has formed a special committee comprising independent members of mCloud’s Board of Directors that has retained ATB Capital Markets Inc. (ATB) and Maxim Group LLC (Maxim) 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. 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.

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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 (collectively the “Required 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 (“MCTO”) 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.

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During the period of Default and until the Required Filings have been made, the Company 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 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.

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