mCloud Technologies Corp. — Regulatory Filings 2022

Apr 4, 2022

FORM 13-502F1 CLASS 1 AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE

==> picture [485 x 560] intentionally omitted <==

----- Start of picture text ----- MANAGEMENT CERTIFICATIONI, _______________________ Chantal Schutz , an officer of the reporting issuer noted below have examined this Form13-502F1 (the Form ) being submitted hereunder to the Ontario Securities Commission and certify that tomy knowledge, having exercised reasonable diligence, the information provided in the Form is completeand accurate.(s)________________________________ __________________________ April 1, 2022Name: Chantal Schutz Date:Chief Financial OfficerTitle:Reporting Issuer Name: mCloud Technologies Corp.End date of previous financial year: December 31, 2021Type of Reporting Issuer:  Class 1 reporting issuer  Class 3B reporting issuerHighest Trading Marketplace: TSX Venture Exchange(refer to the definition of “highest trading marketplace” under OSC Rule 13-502 Fees )Market value of listed or quoted equity securities:(in Canadian Dollars - refer to section 7.1 of OSC Rule 13-502 Fees )Equity Symbol_________________________ MCLD1 [st] Specified Trading Period (dd/mm/yy)(refer to the definition of “specified trading period” under OSCRule 13-502 Fees ) _________________ 01/01/21 to _________________ 31/03/21Closing price of the security in the class or serieson the last trading day of the specified tradingperiod in which such security was listed or quotedon the highest trading marketplace $________________________ 2.32 (i)Number of securities in the class or series of suchsecurity outstanding at the end of the last tradingday of the specified trading period _________________________ 34,418,135 (ii)Market value of class or series (i) x (ii) $_________________________ 79,850,073.20 (A)2 [nd] Specified Trading Period (dd/mm/yy)(refer to the definition of “specified trading period” under OSC _________________ 01/04/21 to _________________ 30/06/21----- End of picture text -----

(refer to the definition of “specified trading period” under OSC Rule 13-502 Fees )

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		$______________________(iii)1.72
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		________________________(iv)34,480,809
Market value of class or series	(iii) x (iv)	$________________________(B)59,306,991.48
3rd Specified Trading Period(dd/mm/yy)
(refer to the definition of “specified trading period” under OSC	_________________ to 01/07/21		_________________30/09/21
Rule 13-502_Fees_)
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		$ _______________________(v)2.31
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		________________________(vi)41,169,207
Market value of class or series	(v) x (vi)	$________________________(C)95,100,868.17
4th Specified Trading Period(dd/mm/yy)
(refer to the definition of “specified trading period” under OSC	_________________ to 01/10/21		_________________31/12/21
Rule 13-502_Fees_)
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		________________________(vii)6.19
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		________________________(viii)16,150,100
Market value of class or series	(vii) x (viii)	$________________________(D)99,969,119
5th Specified Trading Period(dd/mm/yy)
(if applicable - refer to the definition of “specified trading	_________________ to		_________________
period” under OSC Rule 13-502_Fees_)
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		________________________(x)

security outstanding at the end of the last trading day of the specified trading period

Market value of class or series (ix) x (x) $________________________ (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 period (i.e. A through E above)) $_________________________ (1) 83,556,762.96

(Repeat the above calculation for each other class or series of equity securities of the reporting issuer (and a subsidiary pursuant to paragraph 2.8(1)(c) of OSC Rule 13-502 Fees , if applicable) that was listed or quoted on a marketplace at the end of the previous financial year)

Fair value of outstanding debt securities:

(See paragraph 2.8(1)(b) , and if applicable, paragraph 2.8(1)(c) of OSC Rule 13-502 Fees ) $_________________________ (2) 23,457,500.00 (Provide details of how value was determined) Capitalization for the previous financial year (1) + (2) $_________________________ 107,014,262.96 Participation Fee $_________________________ 13,340

Participation Fee

(For Class 1 reporting issuers, from Appendix A of OSC Rule 13-502 Fees , select the participation fee)

(For Class 3B reporting issuers, from Appendix A.1 of OSC Rule 13-502 Fees , select the participation fee) Late Fee , if applicable (As determined under section 2.7 of OSC Rule 13502 Fees ) $ _________________________ Total Fee Payable (Participation Fee plus Late Fee) $ _________________________

Rules and Policies

APPENDIX A

CORPORATE FINANCE PARTICIPATION FEES

Capitalization for the Previous Financial Year	Participation Fee(effective April 6, 2015)
Under $10 million	$890
$10 million to under $25 million	$1,070
$25 million to under $50 million	$2,590
$50 million to under $100 million	$6,390
$100 million to under $250 million	$13,340
$250 million to under $500 million	$29,365
$500 million to under $1 billion	$40,950
$1 billion to under $5 billion	$59,350
$5 billion to under $10 billion	$76,425
$10 billion to under $25 billion	$89,270
$25 billion and over	$100,500

(2015), 38 OSCB 3651

April 16, 2015