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Universal Ventures Announces Execution of Agreement to Acquire mCloud Corp.

VANCOUVER, British Columbia--(BUSINESS WIRE)--

Universal Ventures Inc. :

This press 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.

Universal Ventures Inc. (the “Corporation” or “Universal”) (UN.V) is pleased to announce that it has executed a binding agreement (the “Binding Agreement”) dated April 21, 2017 with mCloud Corp. (“mCloud”), a private company incorporated pursuant to the laws of Delaware, 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 Inc.” (the “Resulting Issuer”). Universal and mCloud are at arm’s length to each other.

Prior to the closing of the Transaction, mCloud will complete the acquisition of all of the outstanding stock of Field Diagnostic Services, Inc. (“FDSI”), a Delaware corporation engaged in the business of providing enterprise HVAC software and services designed to optimize energy efficiency and reduce energy and maintenance costs. Immediately following the completion of the FDSI Acquisition, the parties are to proceed with the Transaction on the basis that mCloud will have an enterprise value of approximately US$12 million (the “Valuation”). Upon closing of the Transaction, the resulting issuer will be a Tier 2 Technology issuer.

“We believe that combining with mCloud will create a game-changing company with excellent growth potential in the industrial energy software space”, said Harry Katevatis, Chief Executive Officer of Universal.

“mCloud offers leading edge solutions that combine the latest cloud-based solutions and mobile augmented reality to leverage accurate and secure deep analytics”, said Russel McMeekin, Chief Executive Officer of mCloud. “In addition, we have a very robust pipeline of potential complimentary acquisitions that we believe are best executed via this combination with Universal and its efficient capital structure. mCloud's team has extensive experience in acquisitions of a wide range of size and complexity of companies. We intend to be the 'first stop shop' for entrepreneurial high-growth industrial cloud software companies that are seeking to be part of mCloud's AssetCare™ suite of cloud solutions to realize maximum shareholder value”.

Information on mCloud

mCloud, a San Francisco, California company with a technology center in Vancouver, British Columbia, provides AssetCare™ solutions for managing critical assets with secure mobile technology, deep analytics, machine-to-machine learning and support for field service technicians. mCloud currently targets complex distributed energy assets such as high-intensity HVAC units, mid-size wind energy turbines and natural gas compressors. These critical energy assets require continuous real time monitoring in order to maximize their uptime, reliability as well as energy and environmental efficiency.

AssetCare employs highly secure mobile collaboration technology that connects people, data and knowledge. It uses cutting edge technologies for augmented reality that is utilized in multiple ruggedized industries such as construction, aerospace and process productions. There are one million trained technical field experts in North America alone. They are all certified in handling high voltage and environmentally sensitive gases. They need very timely, secure data in a “hands-free” communication format that includes interactive voice technology. Due to the mission critical nature of these assets owners, regulators and underwriter all benefit from accurate transparent data including the extensive set of performance and maintenance records. AssetCare™ makes it easy to use and analyze the full breadth of asset information.

Summary of the Transaction

The Transaction is expected to be effected by way of a reverse triangular merger under the laws of Delaware. Universal is expected to incorporate a new, wholly-owned subsidiary (“Universal Subco”) that would be merged with and into mCloud. The separate corporate existence of Universal Subco would cease and mCloud would be the surviving corporation and continue to exist as the surviving corporation and be wholly-owned by the Resulting Issuer. To facilitate the Transaction, Universal will consolidate its outstanding common shares on a 2:1 basis prior to the completion of Transaction. All of the outstanding shares of common stock of mCloud (excluding the mCloud Private Placement Shares (as defined below)) will then be exchanged for 27,272,727 post-consolidation common shares of Universal (determined by dividing the Valuation by the Offering Price (as defined below)).

Upon completion of the Transaction, CDN$200,000 in existing debt of Universal, together with the parties' Transaction costs, will be repaid from cash on hand and the proceeds of the Private Placement (as defined below).

Private Placement Financing

Subject to the satisfaction of applicable conditions, mCloud intends to complete a private placement (the “Private Placement” of shares of common stock of mCloud (the “mCloud Private Placement” at a price of CDN $0.55 (the “Offering Price”) to raise aggregate gross proceeds of up to CDN$5,000,000. Each mCloud Private Placement Share will ultimately be exchanged for one post-consolidated common share of Universal as part of the Transaction.

mCloud expects to engage a syndicate of agents to act on a commercially reasonable efforts basis for the Private Placement, and in connection therewith intends to pay cash commission and/or broker warrants of mCloud to the agents in amounts to be determined.

The completion of the Transaction, including the Private Placement, is conditional on obtaining all necessary regulatory and shareholder approvals in connection with the matters described above and other conditions customary for a transaction of this type, including completion of due diligence by each party to the Transaction. The parties intend to apply for an exemption from the sponsorship requirements of the TSX Venture Exchange.

Trading in Universal’s shares has been halted, and the halt is expected to remain in place until the Transaction is completed.

Proposed Management and Board of Directors of the Resulting Issuer

Upon completion of the Transaction, it is anticipated that the persons identified below will serve as directors and officers of the Resulting Issuer:

Michael Allman – Director and Chairman of the Board

Mr. Allman is a highly-accomplished CEO and Chairman, with extensive experience in growing, restructuring and optimizing business strategies and operations for Fortune 300 companies and top-tier consulting firms around the world. He recently was the COO of Bitstew, Inc. a leading IoT cloud company acquired by GE Digital. Mr. Allman previously served as President and CEO of Southern California Gas Company. Mr. Allman has a master’s degree in business administration from the University of Chicago Graduate School of Business and a bachelor’s degree in chemical engineering from Michigan State University. He is a Certified Management Accountant and a Certified Internal Auditor.

Russel McMeekin – Director and Chief Executive Officer

Mr. McMeekin was previously a founding partner of Energy Knowledge, Inc., which was acquired by Yokogawa Electric Corporation. Mr. McMeekin went on to serve as Executive Chairman of Yokogawa Venture Group, leading the acquisitions of Industrial Evolution and KBC Advanced Technologies, an energy software and consulting company in the United Kingdom. Mr. McMeekin was the founding CEO of SCI Energy Inc., a Silicon Valley cloud-based energy efficiency company now based in Dallas TX. Previously, Mr. McMeekin was the President and CEO of NASDAQ-listed Progressive Gaming International for six years. In addition, Mr. McMeekin spent more than 10 years at Honeywell Inc., including serving as President of Honeywell's Internet and Software Business Units. At Honeywell, he led joint ventures with Microsoft, United Technologies and i2 Technologies. Mr. McMeekin started his career at SACDA Inc., a University of Western Ontario Computer Aided Design Venture which was later acquired by Honeywell. Mr. McMeekin graduated in Engineering Technology from Sault College of Applied Technology, and he completed a Honeywell Sponsored Executive Leadership Program via the Harvard Business School. He also completed the Stanford School of Law Executive Director Program.

Michael A. Sicuro – Director and Chief Financial Officer

Mr. Sicuro has over 35 years of leadership experience with public and private companies ranging from $50 million to over $4 billion in revenues in technology, health care, pharmaceutical distribution, gaming, real estate and financial services. He has significant experience in growth and turnaround environments, including three successful public and private exits, and one public entity conversion. Mr. Sicuro was the CFO of US Oncology, the largest oncology services provider in the United States. Mr. Sicuro has also served as the CFO and COO of various publicly-traded technology companies in and around Silicon Valley, including NASDAQ-listed Progressive Gaming International. Mr. Sicuro attended Bowling Green State University, where he was a member of the hockey team for two years, and received a Bachelor’s degree from Kent State University

Costantino Lanza – Director and Chief Growth Officer

Mr. Lanza, a former partner of Energy Knowledge, Inc., is versed in applying advanced technologies to traditional asset intensive industries with many years of direct experience, most recently with Yokogawa Venture Group, where he led the integration of KBC Advanced Technologies, Yokogawa’s largest ever acquisition. Mr. Lanza has served in leadership roles at Honeywell and ExxonMobil before becoming CEO of INOVx Solutions from 2006 to 2015, where 3D technologies were used to improve asset performance management. Mr. Lanza holds a BS and MS degree in Chemical Engineering from Columbia University.

Matthew Shaw – Director and Chief Business Development Officer

Mr. Shaw is a financier with over 25 years of experience in investment banking and finance. He is an active investor in renewable energy technology companies, including Powerhive Inc., and several fintech and crypto-currency companies. Mr. Shaw has held senior positions for DEPFA Group and UBS. Mr. Shaw has a BA from the University of Manchester and an MBA (Finance) from the University of Bradford (UK).

Josh Raffaelli – Director

Mr. Raffaelli was formerly a Managing Director of Silver Lake Kraftwerk, and a Kauffman Fellow. At Silver Lake, Mr. Raffaelli was responsible for leading the firm’s investments in SolarCity, Renovate America, Hyla Mobile, and FriedolaTECH GmBH. Mr. Raffaelli specializes in financial services and technology enabled services businesses. Prior to joining Silver Lake, Mr. Raffaelli was a Principal at Draper Fisher Jurvetson, a venture capital partnership, where he focused on investments in energy and clean technology. Prior to Draper Fisher Jurvetson, Mr. Raffaelli was an Analyst at Och-Ziff Capital Management in London where he focused on merger arbitrage and emerging market investments in Eastern European oil and gas markets. Prior to Och-Ziff Capital, Mr. Raffaelli was an analyst in JPMorgan's Technology Investment Banking group in San Francisco, where he focused on mergers & acquisitions and debt and equity offerings for media-related consumer products and software clients. Mr. Raffaelli has an MBA from the Stanford University Graduate School of Business and a BA from Harvard University.

Paul De Luca –Corporate Secretary

Mr. De Luca is the managing partner of Owens Wright LLP, a law firm in Toronto, Ontario. Mr. De Luca is experienced in corporate and securities matters, with an emphasis on corporate finance, public and private mergers and acquisitions, corporate governance and venture capital transactions. Mr. De Luca has particular experience in advising public companies in connection with securities law compliance and corporate governance matters, including ongoing advice to boards of directors and special committees as well as extensive transactional experience in all areas of corporate and securities law covering a large spectrum of industries, including technology, renewable energy, mining and financial services. Mr. De Luca is a member of the Law Society of Upper Canada, holds a Bachelor of Laws from Queens University and a Master of Laws from New York University, and holds the ICD.D designation from the Institute of Corporate Directors. Mr. De Luca is currently a director of Grenville Strategic Royalty Corp. (GRC.V).

Cautionary Statements

The information provided in this press 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 acceptance and, if applicable pursuant to the requirements of the TSX Venture Exchange, majority of the minority shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. 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 management information circular or filing statement to be prepared in connection with the Transaction, 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 press 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 assumptions, including, without limitation, the completion of the Transaction, that 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.

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