mCloud Technologies Corp. — Regulatory Filings 2020

Apr 18, 2020

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April 17, 2020

British Columbia Securities Commission (as principal regulator) Alberta Securities Commission Financial and Consumers Affairs Authority, Securities Division, Saskatchewan The Manitoba Securities Commission Ontario Securities Commission Autorité des marchés financiers Nova Scotia Securities Commission New Brunswick Financial and Consumer Services Commission Prince Edward Island Office of the Superintendent of Securities Office of the Superintendent of Securities Service Newfoundland and Labrador

Dear Sirs/Madams:

Re: mCloud Technologies Corp. (formerly Universal mCloud Corp.)

We refer to the short form base shelf prospectus (the “Prospectus”) of mCloud technologies Corp. (the “Corporation”) dated April 17, 2020 relating to the issuance of up to $200,000,000 securities during the 25-month period that the Prospectus remains valid.

We consent to being named and to the use in the above-mentioned Prospectus, of our report dated May 29, 2019 to the shareholders of the Corporation on the following consolidated financial statements:

• a. Consolidated statements of financial position as at December 31, 2018 and 2017, and;

• b. Consolidated statements of loss and comprehensive loss, changes in shareholders’ equity (deficiency) and cash flows for the years ended December 31, 2018 and 2017 and notes to the consolidated financial statements.

We report that we have read the Prospectus and all information therein and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the consolidated financial statements upon which we have reported or that are within our knowledge as a result of our audit of such consolidated financial statements. We have complied with Canadian generally accepted standards for an auditor’s consent to the use of a report of the auditor included in an offering document, which does not constitute an audit or review of the prospectus as these terms are described in the CPA Canada Handbook – Assurance.

Yours truly,

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MNP LLP

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