Universal mCloud Corp. Announces Closing of Business Combination With mCloud Corp.
13 Octubre 2017 - 2:34PM
This news release does not constitute an
offer to sell or the solicitation of an offer to buy any securities
in any jurisdiction.
Further to the news releases issued on April 25, 2017, September
14, 2017 and September 21, 2017, Universal mCloud Corp. (formerly,
Universal Ventures Inc.) ("
Universal mCloud")
(TSXV:MCLD) is pleased to announce that it has completed the arm’s
length business combination of Universal mCloud and mCloud Corp.
("
mCloud"), pursuant to which Universal mCloud
acquired all of the issued and outstanding securities of mCloud
(the "
Transaction").
Universal mCloud effected the closing of the
Transaction pursuant to a merger agreement (the "Merger
Agreement") among Universal mCloud, its wholly-owned
subsidiary and mCloud, pursuant to which Universal mCloud acquired
all of the issued and outstanding shares of mCloud common stock by
way of a reverse triangular merger under the laws of Delaware
between its wholly-owned subsidiary and mCloud, following which the
merged company became a wholly-owned subsidiary of Universal
mCloud. Under the terms of the Merger Agreement, all of the
outstanding shares of mCloud common stock were exchanged for common
shares of Universal mCloud on a one for one basis, as more
particularly described in the Merger Agreement, such that former
stockholders of mCloud continued as shareholders of Universal
mCloud. As a result 35,844,296 common shares were issued by
Universal mCloud to former mCloud stockholders. Included in the
35,844,296 common shares were 8,571,571 common shares issued on the
conversion of the subscription receipts sold by mCloud pursuant to
its previously-announced private placement, which was completed on
September 21, 2017. On the closing of the Transaction, Universal
mCloud will have an aggregate of 40,046,375 common shares and
8,571,571 common share purchase warrants issued and
outstanding.
Effective as of the closing date, the board of
directors of Universal mCloud consists of Michael Allman (as
chairman), Russel McMeekin, Michael Sicuro, Costantino Lanza and
Joshua Raffaelli. Universal mCloud’s officers are Russel McMeekin
as President and Chief Executive Officer, Michael Sicuro as Chief
Investment Officer, Chief Financial Officer and Corporate
Secretary, and Costantino Lanza as Chief Growth Officer.
Russel McMeekin, Chief Executive Officer of
Universal mCloud commented, "We are happy to be joining the TSX
family and bringing the Silicon Valley ethos to Canada. This is an
important step in achieving the vision of Vancouver headquartered
Universal mCloud and preparing the company for our anticipated
growth".
The Transaction remains subject to the final
approval of the TSX Venture Exchange (the
"Exchange"). Upon receipt of the Exchange's final
approval, it is anticipated that Universal mCloud will be
classified as a Tier 2 technology issuer on the Exchange. The
Exchange conditionally approved the Transaction on October 4, 2017.
Trading in the shares of Universal mCloud will remain halted
pending the filing of final documentation in respect of the
Transaction and receipt of the Exchange's final approval
bulletin.
Further information on the Transaction can be
found in Universal mCloud’s filing statement, dated October 5,
2017, filed under Universal mCloud's profile on SEDAR at
www.sedar.com.
Cautionary StatementsInvestors
are cautioned that, except as disclosed in the filing statement
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 mCloud should
be considered highly speculative.
The TSX Venture Exchange has in no way passed
upon the merits of the Transaction. Neither the 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.
Contact:Russel McMeekin778-233-6332
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