mCloud Announces Closing Of USD$9.5 Million Underwritten Public Offering And Uplisting To Nasdaq

mCloud Technologies Corp. a leading provider of AI-powered asset management and Environmental, Social, and Governance (“ESG”) solutions, announced the closing of its previously announced underwritten public offering of 2,100,000 units at a price to the public of USD$4.50 per unit. Each unit issued in the offering consisted of one common share and one warrant to purchase one common share at an exercise price of USD$4.75. The common shares and warrants were immediately separable and were issued separately. The common shares began trading on The Nasdaq Capital Market on November 24, 2021 under the symbol “MCLD”.

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mCloud received gross proceeds of approximately USD$9.5 million, before deducting underwriting discounts and commissions and other estimated offering expenses. The share numbers and pricing information in this press release give effect to mCloud’s previously announced 1-for-3 reverse stock split that was effective at the open of trading on November 24, 2021.

mCloud has granted the underwriters a 45-day option to purchase up to an additional 315,000 common shares and/or an additional 315,000 warrants at the public offering price to cover over-allotments, of which Maxim Group LLC partially exercised its overallotment option to purchase an additional 315,000 warrants.

mCloud currently intends to use the net proceeds from the offering for growth initiatives in Saudi Arabia and the Middle East, acceleration of our ESG optimization applications, and for working capital and general corporate purposes.

Maxim Group LLC (the “Underwriter”) acted as sole book-running manager for the offering.

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The public offering was made pursuant to an effective registration statement on Form F-10 (File No. 333-260264) under the U.S./Canada Multijurisdictional Disclosure System, previously filed with the U.S. Securities and Exchange Commission (SEC) on October 15, 2021, as amended on November 19, 2021, which includes the Company’s amended and restated short form base shelf prospectus dated November 18, 2021 and was declared effective on November 23, 2021. The securities were offered only by means of a prospectus. A final prospectus supplement was filed with the SEC on November 26, 2021 and forms a part of the effective registration statement. Copies of the final prospectus supplement and accompanying prospectus relating to the public offering may be obtained by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Syndicate Department

None of the securities were offered for sale or sold in Canada.

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 sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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