An anonymous director reports

MCLOUD SPECIAL COMMITTEE APPROVES NEW CORPORATE STRUCTURE TO MAXIMIZE VALUE FROM EXPLORATION OF STRATEGIC ALTERNATIVES

mCloud Technologies Corp.'s special committee, composed of independent members of mCloud's board of directors, in consultation with financial adviser ATB Capital Markets Inc., has approved the process of pursuing the separation of the company with the intention of maximizing value and facilitating progress on the company's exploration of strategic alternatives, originally announced on March 29, 2023.

This approval from the special committee enables the pursuit of a potential transaction involving the sale of mCloud's broader industrial and commercial business, including assets, certain legal entities and global strategic agreements attributable to AssetCare for embedded artificial-intelligence-powered sustainability applications while keeping all business activities subject to military, defence and aerospace regulations in mCloud under its wholly owned subsidiary, Ngrain (Canada) Corp.

Ngrain is an aerospace and defence technology company mCloud acquired in 2018. This structure would enable Ngrain to remain focused on its highly regulated defence business on a stand-alone basis and would fully retain the aerospace and defence revenues attributable to its business. These revenues include long-standing, multiyear engagements with high-profile customers.

This separation process is expected to enable maximum shareholder value in a potential transaction. Cash proceeds from the asset sale would be used for payment of current obligations of the company. The company intends to complete all necessary requirements to maintain compliance with requirements for public listing, including the completion of an audit for the financial year ended Dec. 31, 2022.

In parallel, the special committee continues to investigate other potential transactions involving the entire business, including a sale of mCloud or the recapitalization of the company. There can be no assurances that any contemplated transaction will be completed or that any successful transaction will result from the strategic process. Any potential transaction would remain subject to the satisfaction of certain customary closing conditions, including the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange.

As a general update on the strategic process, the company today indicated it is currently working with various parties interested in the transaction structure announced today. Since the company has not raised any new capital since its last update on the strategic process on May 23, 2023, the company continues to closely manage its limited financial resources and continues to work closely with stakeholders on its current obligations, including secured creditors, to ensure mCloud remains compliant with approved waivers and extensions from its lenders.

About mCloud Technologies Corp.

mCloud is unlocking the untapped potential of energy-intensive assets with cloud-based solutions that curb energy waste, maximize energy production, eliminate harmful emissions and get the most out of critical energy infrastructure. Through mCloud's portfolio of AssetCare solutions, mCloud enables asset owners and operators in energy- and asset-intensive industries such as oil and gas, wind, and commercial facilities to use cloud-based digital twins, artificial intelligence, and analytics to optimize asset performance, reliability and sustainability. mCloud has a worldwide presence with offices in North America, Europe, the Middle East and Asia Pacific. mCloud's common shares trade in the United States on Nasdaq and in Canada on the TSX Venture Exchange under the symbol MCLD.

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