This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Not for release in the United States.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.
VANCOUVER, British Columbia, Sept. 21, 2017 (GLOBE NEWSWIRE) -- Further to the news releases issued on April 25, 2017 and September 14, 2017, Universal Ventures Inc. ("Universal") (TSXV:UN) is pleased to provide an update with respect to the arm’s length business combination of Universal and mCloud Corp. ("mCloud"), pursuant to which Universal will acquire all of the issued and outstanding securities of mCloud (the "Transaction"). Upon completion, the Transaction will constitute a reverse take-over of Universal by mCloud, with the resulting company to be renamed "Universal mCloud Corp." (the "Resulting Issuer" or "Universal mCloud").
Universal mCloud will be headquartered in Vancouver, BC, with key technology and operations centers in San Francisco, CA and Bristol, PA. Universal mCloud is an IoT connected asset care solution company utilizing leading secure mobile technology that rallies all asset stakeholders around an Asset-Circle-of-Care, providing complete real‐time and historical data coupled with advice derived from the latest analytics and diagnostics to enable optimal performance and care of critical equipment. It’s all about the asset. The powerful and secure AssetCare environment is accessible everywhere, 24/7 through standard mobile devices and ruggedized headsets.
Russ McMeekin, President and CEO of mCloud, who will also serve as CEO of the Resulting Issuer, stated that "we have seen significant customer traction in our IoT connected AssetCare Cloud solution and look forward to executing on this robust interest very quickly. We believe that the IoT asset connected space is poised for significant growth on a global basis".
In connection with the completion of the Transaction, on September 21, 2017 mCloud completed a private placement (the "Private Placement") of subscription receipts (the "Subscription Receipts") for aggregate gross proceeds of an aggregate of $3 million at a price of C$0.35 per Subscription Receipt (the "Issue Price"). Each Subscription Receipt will be automatically converted immediately prior to the closing of the Transaction into an mCloud unit comprised of one mCloud share of common stock and one mCloud common share purchase warrant (each, an "mCloud Warrant"). Each mCloud Warrant will entitle the holder thereof to purchase one share of common stock of mCloud at a price of C$0.45 per common share for a period of 24 months following the closing of the Private Placement, subject to early redemption by the Resulting Issuer if the 10-day weighted average trading price of the Resulting Issuer’s common shares is at any time greater than C$0.80. Each mCloud share of common stock and mCloud Warrant issued in the Private Placement will automatically be converted into Resulting Issuer common shares and Resulting Issuer warrants upon the completion of the Transaction, with such Resulting Issuer warrants bearing the same terms as the mCloud Warrants.
Canaccord Genuity Corp. and Haywood Securities Inc. acted as co-lead agents for a syndicate of agents, which included Echelon Wealth Partners Inc. (collectively, the "Agents") for the Private Placement.
The proceeds from the Private Placement (less 50% of the Agents’ cash commission and the portion of the corporate finance fee that was paid in cash) (the "Escrowed Proceeds") are currently being held in escrow until the satisfaction of certain escrow release conditions, including confirmation that all conditions precedent to the Transaction, other than the release of the Escrowed Proceeds, have been satisfied.
For more information please contact:
Universal Ventures Inc.
Charalambos (Harry) Katevatis
President and Chief Executive Officer
Tel: (604) 642-6175
Cautionary Statements
The information provided in this news release regarding mCloud has been provided by mCloud and has not been independently verified by Universal.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange approval and shareholder approval (which, in the case of the latter approval, Universal intends to obtain by way of written consent). There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction or this news release, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Universal should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.
The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon certain assumptions including, without limitation, the completion of the Transaction and the satisfaction of the escrow release conditions, and are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although Universal and mCloud believe that the expectations reflected in forward looking statements are reasonable, neither entity can give any assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, Universal and mCloud disclaim any intention and assume no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.
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.