mCloud Technologies Corp. — Regulatory Filings 2021

Apr 13, 2021

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KPMG LLP PO Box 10426 777 Dunsmuir Street Vancouver BC V7Y 1K3 Canada Telephone (604) 691-3000 Fax (604) 691-3031

Alberta Securities Commission British Columbia Securities Commission The Manitoba Securities Commission Financial and Consumer Services Commission, New Brunswick Office of the Superintendent of Securities, Service Newfoundland & Labrador Office of the Superintendent of Securities, Northwest Territories Nova Scotia Securities Commission Nunavut Securities Office Ontario Securities Commission The Office of the Superintendent of Securities, Consumer, Corporate and Insurance Services Division, Prince Edward Island Autorité des marchés financiers Financial and Consumer Affairs Authority of Saskatchewan Office of the Yukon Superintendent of Securities

Dear Sirs/Mesdames:

Re: mCloud Technologies Corp.

We refer to the prospectus supplement dated April 12, 2021 to the short form base shelf prospectus of mCloud Technologies Corp. (the “Entity”) dated April 28, 2020 for Nunavut and to the amended and restated short form base shelf prospectus dated April 28, 2020 for the provinces of Canada relating to the offering of units, comprised of common shares and common share purchase warrants, of the Entity (collectively, the “Prospectus”).

We, KPMG LLP, consent to the use, through incorporation by reference in the abovementioned Prospectus, of our report dated March 23, 2021 to the Shareholders and Board of Directors of the Entity on the following financial statements:

• Consolidated statements of financial position as at December 31, 2020 and December 31, 2019,

• Consolidated statements of loss and comprehensive loss, changes in equity and cash flows for the years ended December 31, 2020 and December 31, 2019, and

• Related notes to the consolidated financial statements, including a summary of significant accounting policies.

We report that we have read the Prospectus and all information specifically incorporated by reference therein and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the consolidated financial

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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 very truly,

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Chartered Professional Accountants

April 12, 2021 Vancouver, Canada

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