mCloud Technologies Corp. — Regulatory Filings 2020

May 26, 2020

Note: [01 Mar 2017] – The following is a consolidation of 13-501F1. It incorporates amendments to this document that came into effect on March 1, 2017. This consolidation is provided for your convenience and should not be relied on as authoritative.

FORM 13-501F1 CLASS 1 REPORTING ISSUERS AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE

MANAGEMENT CERTIFICATION

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----- Start of picture text ----- I, ____________________ Chantal Schutz , an officer of the reporting issuer noted below have examined thisForm 13-501F1 (the Form ) being submitted hereunder to the Alberta Securities Commission andcertify that to my knowledge, having exercised reasonable diligence, the information provided inthe Form is complete and accurate._________________________________ _________________________________ May 22, 2020Name: Date: Chantal SchutzTitle: Chief Financial OfficerReporting Issuer Name: mCloud Technologies Corp.End date of previous financial year: December 31, 2019Type of Reporting Issuer: [ ] Class 1 reporting [ ] Class 3B reportingissuer issuerHighest Trading Marketplace: TSX Venture ExchangeMarket value of listed or quoted equity securities:Equity Symbol MCLD1st Specified Trading Period (dd/mm/yy) _______________ to ______________ 01/01/19 31/03/19Closing price of the security in the class or series on thelast trading day of the specified trading period in whichsuch security was listed or quoted on the highest trading $ ______________________ 4.3500marketplace (i)----- End of picture text -----

Number of securities in the class or series of such
security outstanding at the end of the last trading day of		________________________9,208,979
the specified trading period		(ii)
	(i) x (ii)	$ ______________________40,059,058.65
Market value of class or series		(A)
2nd Specified Trading Period(dd/mm/yy)	_______________ to ______________30/06/1901/04/19
Closing price of the security in the class or series on the
last trading day of the specified trading period in which
such security was listed or quoted on the highest trading		$ ______________________3.6500
marketplace		(iii)
Number of securities in the class or series of such
security outstanding at the end of the last trading day of		______________________9,264,813.00
the specified trading period		(iv)
	(iii) x (iv)	$ ______________________33,816,567.45
Market value of class or series		(B)
3rd Specified Trading Period(dd/mm/yy)	_______________ to ______________30/09/1901/07/19
Closing price of the security in the class or series on the
last trading day of the specified trading period in which
such security was listed or quoted on the highest trading		$ ______________________4.0500
marketplace		(v)
Number of securities in the class or series of such
security outstanding at the end of the last trading day of		______________________15,681,770
the specified trading period		(vi)
	(v) x (vi)	$ ______________________63,511,168.5
Market value of class or series		(C)

4th Specified Trading Period(dd/mm/yy)	_______________ to ______________01/10/1931/12/19	_______________ to ______________01/10/1931/12/19
Closing price of the security in the class or series on the
last trading day of the specified trading period in which
such security was listed or quoted on the highest trading		$ ______________________4.9500
marketplace		(vii)
Number of securities in the class or series of such
security outstanding at the end of the last trading day of		______________________15,848,788
the specified trading period		(viii)
	(vii) x (viii)	$ ______________________78,451,500.6
Market value of class or series		(D)
5th Specified Trading Period(dd/mm/yy)	_______________ to ______________N/AN/A
Closing price of the security in the class or series on the
last trading day of the specified trading period in which
such security was listed or quoted on the highest trading		$ ______________________
marketplace		(ix)
Number of securities in the class or series of such
security outstanding at the end of the last trading day of		______________________
the specified trading period		(x)
	(ix) x (x)	$ ______________________
Market value of class or series		(E)
Average Market Value of Class or Series(Calculate
the simple average of the market value of the class or
series of security for each applicable specified trading		$ ______________________53,959,573.775
period (i.e. A through E above))		(1)

(Repeat the above calculation for each other class or series of equity securities of the reporting issuer (and a subsidiary, if applicable) that was listed or quoted on a marketplace at the end of the previous financial year)

Fair value of outstanding debt securities:
(Provide details of how value was determined)		$ ______________________23,507,500
		(2)
Capitalization for the previous financial year	(1) + (2)	$ ______________________77,467,073.775
Participation Fee		$ ______________________3,000.0000
Late Fee, if applicable		$ ______________________
Total Fee Payable		$ ______________________3,000.0000
(Participation Fee plus Late Fee)