mCloud Technologies Corp. — Regulatory Filings 2020

Apr 28, 2020

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April 28, 2020

VIA SEDAR

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 Nunavut Securities Office

Dear Sirs and Mesdames:

Re: mCloud Technologies Corp.

We refer to the short form base shelf prospectus for Nunavut and the amended and restated short form base shelf prospectus for the Provinces of Canada of mCloud Technologies Corp. (the “ Company ”) dated April 28, 2020 (the “ Prospectus ”) qualifying the distribution of common shares, preferred shares, debt securities, subscription receipts, warrants and units.

We consent to being names in the Prospectus under the heading “Legal Matters” and on page ii of the Prospectus.

We have read the Prospectus and have no reason to believe that there are any misrepresentations in the information contained in the Prospectus that are within our knowledge as a result of the services performed by us in connection with the Prospectus.

Yours very truly,

(signed) “Owens Wright LLP”

OWENS WRIGHT LLP

300-20 Holly Street, Toronto, Ontario M4S 3B1 Tel : 416.486.9800 | Fax : 416.486.3309 owenswright.com