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, Oct. 13, 2017 (GLOBE NEWSWIRE) -- 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 Statements Investors 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 McMeekin 778-233-6332
