Creating a more efficient future with AI and analytics. Investor Presentation July 2019 - Universal ...

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Creating a more efficient future with AI and analytics. Investor Presentation July 2019 - Universal ...
Creating a more efficient
future with AI and analytics.
Investor Presentation │July 2019

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Creating a more efficient future with AI and analytics. Investor Presentation July 2019 - Universal ...
Forward Looking Statements
This presentation contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking
statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not
representative of historical facts or information or current condition, but instead represent only Universal mCloud Corp.'s (the "Company") beliefs regarding future events, plans or objectives, many of
which, by their nature, are inherently uncertain and outside of the Company's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-
looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved."

By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other
factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements.

An investment in securities of the Company is speculative and subject to several risks as discussed under the heading "Risk Factors" on pages 29 to 46 of the Company's filing statement dated October
5, 2017. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information and forward-looking
statements, there may be other factors that cause results not to be as anticipated, estimated or intended.

In connection with the forward-looking information and forward-looking statements contained in this presentation, the Company has made certain assumptions. Although the Company believes that the
assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information
and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially
from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this presentation are made as of the date of this presentation,
and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable
securities laws. All subsequent written and oral forward-looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice.

General Disclaimer

This presentation does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein. The sole purpose of this presentation, in paper or electronic form, is strictly for
information. Please consult your financial advisor before making any investment decisions.

Third Party Information

This presentation includes market and industry data which was obtained from various publicly available sources and other sources believed by the Company to be true. Although the Company believes it
to be reliable, the Company has not independently verified any of the data from third-party sources in this presentation, or analyzed or verified the underlying reports relied upon or referred to by such
sources, or ascertained the underlying assumptions relied upon by such sources. The Company does not make any representation as to the accuracy of such information.

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Creating a more efficient future with AI and analytics. Investor Presentation July 2019 - Universal ...
mCloud provides AI solutions to manage assets
                            Company Description                                                             What We Do
• mCloud provides AssetCareTM, a subscription-based, Artificial                    IIoT Devices                           The Cloud
  Intelligence (“AI”)-powered service to manage the health and                     • Collection of real-                  • Data is processed
  performance of critical assets.                                                     time and historical                   in the cloud and
                                                                                      data directly from                    provided in real-
• AssetCareTM works by collecting real-time and historical data directly
                                                                                      the asset.                            time.
  from an asset and providing it to the asset owner via the cloud.
       • The AssetCareTM solution provides companies with the ability to
         analyze this data in a variety of ways, including visual inspection and
         remote assistance.
       • AssetCareTM also allows companies to shift from reactive to
         preventative maintenance, decreasing energy costs and eliminating
         the opportunity cost associated with downtime.
                                                                                   Mission-Critical                       Asset Owner
                            Overview of Products                                   Asset                                  • Provided with data
Product       Description                                Key Vertical              • Rooftop units                          and analytics in a
                                                                                   • Wind turbines                          variety of forms
Agnity        • Secure link for mobile & video                                                                              via AssetCareTM
                                                         • Communications          • Gas compressors
                communications.                                                                                             solution.
CSA           • Creates 3D digital replicas.             • Multiple Verticals                               Key Stats

FDSI          • Software & analytics for energy
                optimization.
                                                         • Smart Buildings             80%+                  30K+             100+
                                                                                          Recurring           Connected        Blue-Chip
NGRAIN        • Combines high-res imagery with AI to
                                                     • Defense                            Revenue              Assets          Customers
                inspect for damage.
Autopro       • Solutions for process industries such
                                                      • Oil & Gas
                as oil and gas.

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Creating a more efficient future with AI and analytics. Investor Presentation July 2019 - Universal ...
Layered Growth Strategy – Connect Assets

           Foundation Phase                                                                        Become Industry Standard

• Acquisition of Base Technology                                                             • Fully-Integrated mCloud Offering
     • AI and analytics                                                                             • Machine-to-Machine Analytics & Big
     • 3D                                                                                              Data
     • Mobile communication                                                                         • Next-Generation AI Capabilities

                                                                   2019

                    2018                                                                                      Late 2019+
                                                            Growth Phase
                                                 • Integration of Base Technology into
                                                   mCloud Applications
                                                        • Smart Facilities
                                                        • Smart Turbines
                                                        • Smart Oil & Gas

      mCloud is currently in its growth phase, aiming to expand its offering to verticals which require continuous asset monitoring

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Creating a more efficient future with AI and analytics. Investor Presentation July 2019 - Universal ...
Leadership Team
                                                   Management Team

     Russ McMeekin                                                         Costantino Lanza
     Co-Founder, President & Chief Executive Officer                       Co-Founder & Chief Growth Officer
     Experience:                                                           Experience:

     Chantal Schutz                                                        Barry Po
     Chief Financial Officer                                               Chief Product Officer
     Experience:                                                           Experience:

                                        Board of Directors & Strategic Advisors

     Michael Sicuro                                                        Sunir Kapoor
     Co-Founder, Chief Investment Officer & Non-                           Strategic & Integration Advisor
     Executive Chairman                                                    Experience:
     Experience:
                                     US Oncology
      Asyst Technologies
                                     Network

     Mike Allman                                                           Betsy MacLean
     Independent Director                                                  Independent Director
     Experience:                                                           Experience:

                                                                                                               5
Where We Are Today
                Foundation Phase Verticals                                      Growth Phase Verticals

1     Communications          2     Defense            3    Smart Facilities      4    Smart Wind               5   Smart Oil & Gas
    • Wireless Security            • Aircraft              • HVAC                     • Blades                      • Compressors
      (HIPPA)                      • Vehicles              • Lighting                 • Gearboxes                   • Controllers
    • Mobile Networks              • Installations         • Transformers             • Bearings                    • Valves
    • Mobile Voice & Data
                                                           Curtail building           Maximize wind                 Optimize O&G
                                                           energy waste               energy production             production

                                                     AI & Analytics TechnologyStack

               Visual Inspection                     Performance Optimization                       Condition Monitoring

           Work Order Management                        Remote Assistance                           Predictive Maintenance

                                                                                                                                    6
1      Foundation: Communications
                     mCloud’s Value Proposition                                                    Key Partner: RealWear

Secure Enterprise Communications
                                                                            RealWear
• Secure, carrier-grade link for voice and video communications to
                                                                            • Supplies head-mounted displays
  workers in the field.
                                                                              used for mCloud mobile applications
• Enables “call an expert” and virtual remote assistance capabilities on      supporting asset management in the
  mobile devices.                                                             field.
• Ability to support mobile asset workers via next-generation 5G wireless
  capabilities enabling industrial IoT-based asset management.

                                                                                       Work orders and management from AssetCareTM
                                                                                 1     to RealWear headsets and mobile devices
                             Key Customers
Key Customers:                                                                   2     Dynamic step-by-step instructions

                                                /
                                                                                 3     Remote work assistance

                                                                                       Hands-free documentation using voice input and
                                                                                 4     camera

                                                                                                                                        7
2      Foundation: Defense
                     mCloud’s Value Proposition                                                        Customer Case Study
• Traditionally, maintenance technicians manually assess and track
  damaged areas by placing a transparent film over these areas and
  tracing reference points with a marker. They then cross-reference this
  information with repair data history.                                       • mCloud has been a supplier of damage assessment solutions used in
                                                                                the F-35 and F-22 stealth fighter programs since 2007.
• mCloud provides AI-powered damage assessment and asset
  management solutions to companies in the defense and aerospace              • 100% digital workflow significantly reduces post-flight maintenance time.
  industries. The solutions help automate traditional processes, making the
  entire process less time consuming and error-prone.
                                                                              ”The fact that mCloud is the only supplier outside of the US that
        Increases operational availability, ensuring assets can               has ever worked on the F-22 is a testament to their tracking and
 1      spend more time in-use.                                               repair solution’s effectiveness.” – Jeff Babione, EVP & GM, F-35
                                                                                                  Program, Lockheed Martin

        Reduces time required to document, assess and repair
 2      damage.                                                                                             Key Partners

        Captures damage data more accurately, reducing the                            United States Department of Defense
 3      probability that mistakes are made during maintenance.
                                                                              • Via NGRAIN and Ascent, mCloud has a track record of clearances and
                                                                                certification to work on critical assets and infrastructure.
                                                                              • mCloud has active engagements with the United States Department of
                                                                                Defense on multiple contracts.

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AssetCare Benefits
Assets connected in days instead of
months.

Pays off on Day 1 with immediate
improvements to asset performance.

SaaS pricing means one single price
for everything, with no upfront CAPEX
requirements.

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3        AssetCare for Smart Facilities
                              Overview of Opportunity                                                                                 Customer Case Studies

                30%                                          $57B                                     • Consumes over a quarter billion dollars of electricity annually.
                                                                                                      • mCloud’s solution fits perfectly into the bank’s energy efficiency &
       of energy is wasted in                      is wasted on energy annually
                                                                                                        conservation strategy, servicing 3,300 branches with a resulting 12%
   commercial buildings in the U.S.                                                                     cost reduction across the portfolio.

                           mCloud’s Value Proposition
                                                                                                      • mCloud’s solution fits perfectly into Cinemark’s priority to advance
            Smart Energy Savings                                                                        environmental sustainability, with 600+ of Cinemark’s rooftop HVAC
                                                                                                        units connected to AssetCareTM.
            • IoT-connected thermostats with AI combine building occupancy,
              HVAC load, and energy rate to minimize peak demand.
                                                                                                                               Key Partners & Opportunities

            Intelligent diagnostics
            • AssetCareTM monitors the health of HVAC units 24/7,                                     • In October 2017, mCloud announced a reseller agreement with TELUS,
              automatically flagging unit faults and getting ahead of issues                            whereby TELUS will deliver AssetCareTM to the Canadian market.
              before they become unplanned outages.                                                   Market Driver
                                                                                                      • It is estimated that 80% to 90% of buildings in Canada have older, non-
            Optimized performance                                                                       IoT-connected mechanical thermostats.(1)
            • Deep analytics from connected thermostats ensure HVAC units
              always run at their best, reducing operating costs without
              sacrificing comfort.                                                                    • In April 2018, mCloud formed a partnership with SCN, a top 20
                                                                                                        commercial building contractor in China with a footprint of over 300M
   Typical 5,000 square foot retail space in California saves 15% in                                    square feet to bring AssetCareTM to the Chinese Market.
       peak period energy costs - US$650 in monthly savings                                           Market Driver
                                                                                                      • Electricity rates in China have risen ~17.5% over the past ten years.(2)

1. Maxim Group Report, January 3, 2019, “A Promising Early Stage Industrial IoT SaaS Player Initiating Coverage with a Buy Rating”.
2. Biggins Lacy Shapiro & Company, LLC / Tractus Asia Limited “A Comparison of U.S. & China Electricity Costs”.

                                                                                                                                                                                   10
4       AssetCare for Smart Wind
                          mCloud’s Value Proposition                                                          Key Partner
           Digital Blade Inspection
           • Using AI-powered visual inspection techniques, AssetCareTM
             enables virtual blade inspections that identify and characterize    • Ascent Aerosystems provides United States government-approved,
             blade damage impacting energy production.                             industrial-grade drones designed for harsh environments.
                                                                                 • Ascent Aerosystems’ portable, rugged, coaxial configuration enables
           Data-Driven Optimization                                                mCloud to further apply its AI- and IoT-powered cloud asset
           • AssetCareTM uses data to curtail unconverted wind availability        management solutions to remote and hard-to-access assets, including
             and focus on maximizing wind energy production and profitability      wind turbines.
             per MW by reducing O&M required and asset neglect.
                                                                                 • In April 2019, mCloud announced a minority investment in Ascent
                                                                                   Aerosystems.
           Remote Field Assistance
           • Mobile devices and hands-free digital eyewear connect                                        mCloud’s Solution
             maintainers in the field to analytics and expertise needed to get
             every maintenance job right the first time.

           World-Class Wind Expertise
           • AssetCareTM is backed by a team that includes wind engineers
             and asset managers who understand all aspects of wind farm
             operation and maintenance.

           24/7 Performance Monitoring
           • Wind turbines connected to AssetCareTM are continuously
             monitored to adapt to changing circumstances that can improve                AI Precision                 Drone-Assisted Field Work
             energy production and avoid unplanned downtime.

                                         A 1% improvement in uptime results in ~100,000 kWh improvement in
                                      annual energy produced(1) = ~US$500 per month in new revenue per turbine

1. Management estimate.

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5   AssetCare for Smart Oil & Gas
                  mCloud’s Value Proposition                                                            Key Benefits
     Digital Facility in the Cloud                                       • Continuous and broader optimization: AI goes beyond the traditional
     • At a fraction of the cost of traditional on-premise systems,        optimization algorithms used in oil and gas, taking advantage of more
       AssetCare™ brings all asset data, from oilfield to midstream to     sophisticated neural networks to predict events and maximize outcomes.
       downstream, into a single hub, eliminating dependency on
       costly onsite visits.                                             • Prescriptive maintenance: Predicting when equipment will fail and their
                                                                           root causes enables a step change in how assets are maintained,
     3D + AI-Powered Digital Twins                                         resulting in greater availability, reduced maintenance costs and extended
     • 3D digital models and AI-based performance                          asset life.
       management of reservoirs, field assets, pipelines, and
       process assets eliminates site visits and provides                • Open platform reduces IT footprint: Using readily-available IoT
       common model for daily operations across the business.              sensors and cloud computing enables the ability to rapidly scale and
                                                                           deliver new capabilities on-demand at a fraction of the cost of upgrading
     Remote Field Assistance                                               and maintaining traditional IT systems.
     • Mobile devices and hands-free digital eyewear connect field
       workers with analytics and expertise needed to get every job                                mCloud’s Solution
       right the first time.

     World-Class Oil & Gas Expertise
     • AssetCareTM is backed by a team that includes oil and gas
       asset managers and industrial automation experts who have
       delivered thousands of solutions with an unblemished record.

Unified digital 3D models improve productivity and minimize
 risk of unplanned outages, translating into ~US$5,000 per
   month from existing OPEX per asset for maintenance.
                                                                               3D Digital Twins for Facility Operations and Maintenance

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mCloud Competitive Differentiation
                                                         Schneider
             AspenTech   Emerson   Honeywell   OSIsoft               Yokogawa   GE   Siemens   JCI/Tyco
                                                          Electric

Azure
Secure
Cloud

3D Virtual

AI
Powered

Predictive
Models

Mobile +
Drone

Edge

                                                                                                          13
Proforma Revenue
 (All figures in C$M, assumes all acquisitions closed)

                                                          Revenue          Normalized Income                                                                   Highlights:
 60.0

                                                                                                    50.0 - 55.0                                                ~20% organic AssetCare
                                                                                                                                                               revenue growth QoQ

 40.0                                                                                                                                                          >80% organic AssetCare
                                                                                                                                                               revenue growth YoY

                                                                                                                                                               >10K connected asset
 20.0                                                                                                                                                          growth YoY
                                 10.5
                                                                                                                       3.5 - 6.0

   0.0

                                                   -4.5

-20.0
                                        FY 2018                                                               FY 2019
          Gross Margin                  67%                                                                   49-58%
          Fully Diluted Shares          127M                                                                  250M
          Est. Net Debt                 $0                                                                    $25M

1. FY 2018 mCloud standalone financials are as reported and available on SEDAR.
2. FY 2019 is proforma with combined financials as assumed to be if all recent and pending acquisitions – CSA, Flow / Agnity, and Fulcrum / Autopro – closed at end of period.
3. The Flow / Agnity transaction closed on January 17, 2019; The Fulcrum / Autopro transactions closed in July 2019. CSA is expected to close by September 2019.
4. Exact figures dependent on final purchase accounting and impacts of transaction timing.                                                                                            14
5. ~$14M in near term cash from warrants not included in figures; Fully Diluted Share count includes outstanding warrants
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