mCloud Technologies Corp. — Regulatory Filings 2021

Aug 12, 2021

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August 12, 2021

TRANSMITTED 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 Office of the Superintendent of Securities (Nunavut)

Dear Sirs and Mesdames:

Re: mCloud Technologies Corp. Prospectus supplement dated August 12, 2021

We refer to the prospectus supplement dated August 12, 2021 to the short form base shelf prospectus dated April 28, 2020 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: (i) common shares and common share purchase warrants (" Warrants ") of the Company on the conversion of outstanding convertible debentures of the Company; and (ii) common shares issuable on exercise of the Warrants.

We consent to the references to our name on page S-ii of the Prospectus, and to the use of and references to our name and our legal opinions under the heading "Legal Matters" in 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