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mCloud Technologies Corp. (TSX-V: MCLD) (OTCQB: MCLDF) (“mCloud” or the “Company”), a leading provider of AI-powered asset management and Environmental, Social, and Governance ("ESG") solutions, today announced the pricing of its underwritten public offering of 2,100,000 units at a price to the public of USD$4.50 per unit. Each unit to be issued in the offering consists 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 are immediately separable and will be issued separately. The common shares are expected to begin trading on The Nasdaq Capital Market on November 24, 2021 under the symbol “MCLD”.
mCloud expects to receive 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 will be 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, if any. The offering is expected to close on November 29, 2021, subject to customary closing conditions.
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 is acting as sole book-running manager for the offering.
The public offering is being 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 may be offered only by means of a prospectus. A preliminary prospectus supplement describing the terms of the public offering has been filed with the SEC. A final prospectus supplement will be filed with the SEC and will form a part of the effective registration statement. Copies of the final prospectus supplement and accompanying prospectus relating to the public offering may be obtained, when available, by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Syndicate Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com.
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 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.
