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mCloud Signs Final Binding Stock Purchase Agreement to Acquire CSA Inc.

mCloud Signs Final Binding Stock Purchase Agreement to Acquire CSA Inc.

VANCOUVER, December 16, 2019 – mCloud Technologies Corp. (TSX-V: MCLD, MCLD.DB) (OTCQB: MCLDD) (“mCloud” or the “Company”), a leading provider of asset management solutions combining IoT, cloud computing, artificial intelligence (“AI”) and analytics, today announced it has signed the final binding Stock Purchase Agreement (“SPA”) to acquire Construction Systems Associates, Inc.  (“CSA”), an Atlanta-based 3D technology company, effective December 13, 2019. A Letter of Intent to purchase CSA was originally announced on January 11, 2018. 

The acquisition of CSA positions the Company to become one of the largest providers of 3D asset management capabilities to the nuclear power industry in North America, with over 80% of all nuclear plants in the United States relying on technology provided by CSA to facilitate plant operations and complex change management activities. Current CSA customers include energy heavyweights Exelon, Dominion Energy, Southern Company, the Public Service Enterprise Group, Toshiba, and many more.

The core technologies CSA has developed for use in the nuclear industries, including capabilities to deliver accurate 3D asset data for large facilities and complex assets, will be fully integrated into mCloud’s AssetCare™️ platform to enhance the value of the Company’s 3D Digital Twin capabilities across all customer segments. CSA’s capabilities will also serve as a foundation to combine high-performance 3D with the structured asset data already collected by AssetCare for use in mixed reality solutions delivered via hands-free digital eyewear such as the RealWear HMT-1Z1.

“We are very excited to have the CSA family join mCloud,” said Costantino Lanza, mCloud’s Chief Growth Officer. “CSA is already an industry leader in delivering accurate 3D asset models to the nuclear power industry, and by merging their technologies with the AI-powered capabilities we provide through AssetCare, we will be able to take accuracy to an entirely new level for numerous asset management applications.”

“With the combined talent and technologies coming from CSA, we expect to see explosive demand from all segments of our business for their integrated capabilities, including our Smart Process customers in Western Canada, the Middle East, oil and gas hubs in the United States including Texas, and Southeast Asia,” Lanza added.

The consideration payable to the vendors for the acquisition of all of the outstanding stock of CSA will consist of the following:

  • US$500,000 in cash;

  • The issuance of such number of common shares of the Company as is equal to US$1,250,000 divided by the ten-day volume-weighted average trading price of the Company's common shares preceding the date of this release; and

  • Conditional on certain earnout conditions being met, additional cash payments of up to US$1,250,000 and up to US$500,000 worth of common shares of the Company.

The Company expects to complete this transaction before the end of January 2020. The transaction remains subject to final approvals, including the approval of the TSX Venture Exchange.

About mCloud Technologies Corp.

mCloud is creating a more efficient future with the use of AI and analytics, curbing energy waste, maximizing energy production, and getting the most out of critical energy infrastructure. Through mCloud’s AI-powered AssetCare™ platform, mCloud offers complete asset management solutions to three distinct segments: smart facilities, power generation, and process industries including oil and gas. IoT sensors bring data from connected assets into the cloud, where AI and analytics are applied to maximize their performance. 

Headquartered in Vancouver, Canada with offices in twelve locations worldwide, the mCloud family includes an ecosystem of operating subsidiaries that deliver high-performance IoT, AI, 3D, and mobile capabilities to customers, all integrated into AssetCare. With over 100 blue-chip customers and more than 35,000 assets connected in thousands of locations worldwide, mCloud is changing the way energy assets are managed. 

mCloud's common shares trade on the TSX Venture Exchange under the symbol MCLD and its convertible debentures trade under the symbol MCLD.DB, and on the OTCQB under the symbol MCLDD. For more information, visit www.mcloudcorp.com.

SOURCE mCloud Technologies Corp.

For further information: 

Craig MacPhail, NATIONAL Capital Markets, T: 416-586-1938, cmacphail@national.ca; Chantal Schutz, Chief Financial Officer, mCloud Technologies Corp., T: 604-669-9973

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.

Forward-Looking Information and Statements

This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information contained herein may include, but is not limited to, the completion of the acquisition of CSA. 

By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements.

An investment in securities of the Company is speculative and subject to several risks as discussed under the heading "Risk Factors" on pages 29 to 46 of the Company's filing statement dated October 5, 2017. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information and forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.

In connection with the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions. Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice.