Early Warning Press Release
2017年10月17日 - 7:49AM
(MNP) Russel McMeekin, Michael Sicuro, Costantino
Lanza, Michael Allman and Matthew Shaw (collectively, the
"
Acquirors"), pursuant to the requirements of
National Instrument 62-103 - The Early Warning System and Related
Take-Over Bid and Insider Reporting Issues - and applicable
Canadian securities legislation, announce that, immediately
following completion of the Transaction (defined below): (i) Russel
McMeekin has acquired, 5,399,902 common shares of Universal mCloud
Corp. (previously, Universal Ventures Inc.) (the
"
Issuer") representing approximately 13.48% of the
outstanding common shares of the Issuer, (ii) Michael Sicuro has
acquired, 5,399,902 common shares of the Issuer representing
approximately 13.48% of the outstanding common shares of the
Issuer, (iii) Costantino Lanza has acquired, 5,399,902 common
shares of the Issuer representing approximately 13.48% of the
outstanding common shares of the Issuer, (iv) Michael Allman has
acquired, 4,054,729 common shares of the Issuer representing
approximately 10.13% of the outstanding common shares of the
Issuer, and (v) Matthew Shaw has acquired, 4,712,529 common shares
of the Issuer representing approximately 11.77% of the outstanding
common shares of the Issuer and 143,000 common share purchase
warrants representing approximately 1.67% of the outstanding common
share purchase warrants of the Issuer. Matthew Shaw’s common shares
are held as follows: (i) 3,539,929 common shares in the name of
Matthew Shaw personally, and (ii) 1,172,600 common shares in the
name of POMA Enterprises Ltd. Matthew Shaw’s common share purchase
warrants are held in the name of POMA Enterprises Ltd. The
Acquirors did not own any securities of the Issuer prior to the
Transaction.
The shares were acquired as part of the reverse
takeover (the "Transaction") of the Issuer by
mCloud Corp., which was completed on October 13, 2017, and the
deemed value per share for the common shares issued by the Issuer
in the Transaction was $0.35 per share.
The shares of the Issuer were acquired for
investment purposes. Each Acquiror will independently evaluate
their investment in the Issuer from time to time and may, depending
on various factors including, without limitation, the Issuer's
financial position, the price levels of the common shares of the
Issuer, conditions in the securities markets and general economic
and industry conditions, the Issuer's business or financial
condition, and other factors and conditions that any of the
Acquirors may deem appropriate, increase, decrease or change their
beneficial ownership over the common shares or other securities of
the Issuer in the future but have no current plans or future
intentions to do so.
Early warning reports pursuant to the
requirements of applicable securities laws will be issued by the
Acquirors and will be posted to www.SEDAR.com and available on
request at the number and address below.
Further information on the Transaction can be
found in the Issuer’s filing statement, dated October 5, 2017,
filed under the Issuer’s profile on SEDAR at www.sedar.com.
For further information, including a copy of the
early warning reports required under applicable Canadian securities
laws to be filed by the Acquirors as a result of the transaction
referred to in this press release, please contact Russel McMeekin
at 580 California Street, 12th Floor, San Francisco, California,
94104 Phone: 1 (778) 233-6332.
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