Universal mCloud closes acquisition of NGRAIN for up to $2.95M

Universal mCloud Corp. (TSX-V: MCLD) has completed previously announced acquisition of 100% of NGRAIN (Canada) Corporation for up to $2.95 million in a cash-and-stock deal.

Pursuant to the acquisition agreement, Universal mCloud will issue 5,250,000 shares with a deemed price of $0.40 per share for $2.1 million, including 500,000 shares for nGrain employees. An additional $100,000 worth of shares to be provided as employee performance awards. Universal mCloud will pay $300,000 in cash and $307,500 in the form of a Vendor Note to be paid within 90 days of closing. The deal also includes the assumption of $142,500 in long-term, unsecured debt.

Founded in 2000, NGRAIN had raised over $40 million from Tandem Expansion Fund, Hawthorn Equity Partners, Canadian and US private investors.

photo credit: nGrain

News Release

UNIVERSAL MCLOUD COMPLETES THE PURCHASE OF NGRAIN, A LEADER IN ARTIFICIAL INTELLIGENCE AND 3D AUGMENTED REALITY SOFTWARE

Expect to apply AI to wind turbine blade inspection with drones and 3D laser scanners in Q2 2018
Carries over existing contracts into 2018 valued at $700K CAD
Will target the over 70% of wind turbines currently off warranty worldwide
Solutions will maximize ROI through AI and analytics backed by in-house wind turbine technology expertise

Vancouver, British Columbia (March 8, 2018) – Universal mCloud Corp. (TSX-V: MCLD) (“mCloud” or the “Company”), a leading provider of IoT-connected asset care technology solutions, today announced the closing of its Share Purchase Agreement (“SPA”) for 100% of NGRAIN (Canada) Corporation (“NGRAIN”). NGRAIN brings revolutionary Artificial Intelligence (“AI”) and 3D/Augmented Reality technology to mCloud’s AssetCare™ Cloud Solution. This transaction adds 10 patents in applied 3D technology to mCloud’s product portfolio, supplementing mCloud’s existing patents in HVAC diagnostic technology.

NGRAIN’s AI and 3D technology, which currently serves numerous aerospace and military applications demanding high precision and reliability, will now enable mCloud to offer these same military-grade capabilities to maximize the performance of critical energy assets. Lockheed Martin is just one company among many that currently benefits from NGRAIN’s technology. NGRAIN supplies the Battle Damage Assessment and Repair capabilities used by Lockheed Martin for maintenance, sustainment, and readiness of their F-35 and F-22 stealth fighters deployed worldwide.

mCloud plans to go live in Q2 2018 with NGRAIN’s AI-powered damage assessment technology, deploying drones to conduct high-resolution aerial surveys of wind turbines and will use NGRAIN’s sophisticated computer vision capabilities to semi-autonomously inspect turbine blades for damage, correlate blade condition with turbine energy output and provide guidance on all required repairs. With the ability to assess entire wind farms at scale, and at a fraction of the cost of traditional inspections, mCloud expects these capabilities will dramatically influence the economics of owning and operating wind assets around the world.

“According to research studies, turbine blade damage can result in annual energy production losses of up to 25%,” said Russel McMeekin, President and CEO of mCloud. “We will be the industry’s only provider of an AI-powered Digital Blade Inspection capability, setting new standards both in terms of how the industry will conduct inspections going forward and how asset owners will ultimately profit from the optimized performance of their assets. As we head into the second half of 2018 and lead up to 2019, NGRAIN’s AI technology, combined with our in-house wind expertise, will allow us to further optimize customer’s asset care budgets.”

“Feedback from wind technology providers, suppliers, service organizations, and other key stakeholders has been overwhelmingly positive. AI-powered inspections are an incredible market opportunity as the vast majority of turbine assets today operate with no scalable strategy to maximize their energy output, and ultimately their ROI,” continued McMeekin. “We expect this to enhance our ability to scale in North America and Europe and accelerate our entry into new markets such as China. Since acquiring the joint technology rights of Norwin wind turbine technology and adding Ole Sangill and Yan Zhao to mCloud’s team for our China expansion strategy, these global market opportunities have become increasingly compelling.”

Dr. Barry Po, NGRAIN’s Senior Director, Product and Business Development added, “We have been working closely with the mCloud team since announcing this transaction earlier this year. We have made great progress in defining and getting ready for a very aggressive roll-out of our AI-powered damage assessment capabilities as part of the AssetCareTM Wind solution.”

The NGRAIN acquisition will contribute to mCloud’s culture of continuous innovation. It is expected that NGRAIN’s AI and 3D technology will expand beyond wind turbine inspection to other asset classes that make up the rapidly-growing mCloud portfolio of assets under management, which currently stands at well over 10,000 connected assets worldwide. Plans are already underway to bring new capabilities and services to the ever-increasing number of connected assets. For wind turbines, this includes AI-backed certification. In addition to its use with wind assets, NGRAIN’s capabilities will also enhance how mCloud intelligently manages the energy consumption of smart buildings as well as the performance of distributed electrical transformers.

About Universal mCloud Corp.

mCloud is headquartered in Vancouver, BC with technology and operations centers in San Francisco, CA and Bristol, PA. mCloud is an IoT connected asset care cloud solution company utilizing connected IoT devices, leading deep energy analytics, secure mobile and 3D technologies that rally all asset stakeholders around an Asset-Circle-of-Care™, providing complete real-time and historical data coupled with guidance and advice based on deep analytics and diagnostics resulting in optimal performance and care of critical equipment. It’s all about the asset. The powerful and secure AssetCare™ environment is accessible everywhere, 24/7 through standard mobile devices, ruggedized headsets, and web browsers. For more information, visit www.mCloudCorp.com.

About NGRAIN

NGRAIN brings artificial intelligence to damage assessment, serving customers in insurance, aerospace, and defense. Since 2000, the company has helped organizations transform their maintenance and inspection practices through the use of AI and 3D. With proprietary technology developed in-house, NGRAIN helps organizations settle insurance claims faster, get every inspection right the first time, and create opportunities to serve customers better. The company is headquartered in Vancouver, Canada with satellite offices in Ottawa, Canada and Des Moines, USA.

For additional information, please contact:
Justin Canivet
NATIONAL | Equicom
T: 416-586-1942
jcanivet@national.ca

Russ McMeekin
Chief Executive Officer
Universal mCloud Corp.
T: 415-635-3500