mCloud Technologies Corp. — Regulatory Filings 2022

Aug 2, 2022

FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Issuer:

mCloud Technologies Corp. (the “Company”) 550-510 Burrard Street Vancouver, British Columbia V6C 3A8 Canada

2. Date of Material Change:

July 29, 2022

3. News Release:

The news release was issued and disseminated on August 2, 2022 and subsequently filed on SEDAR.

4. Summary of Material Change:

The Company announced that it entered into a technology continuation agreement with Agnity Global Inc. (the “Technology Continuation Agreement” and “Agnity” respectively), enabling the Company to build on the success of its existing relationship with Agnity.

5.

5.1 – Full Description of Material Change:

The Technology Continuation Agreement will replace the royalty agreement between the Company and Agnity originally announced on June 21, 2018. Under the terms of the Technology Continuation Agreement, Agnity will pay the Company a one-time payment of approximately US$6.0 million. The new structure allows the parties to continue delivering and supporting Agnity’s technology and builds on the Company’s existing license and continued use of Agnity technology across all of the Company’s AssetCare™ offerings going forward.

Agnity provides the Company with access to secure, HIPAA-compliant communications technology used in the Company’s AssetCare Mobile solution for remote collaboration with workers in the field. Agnity’s technology is used by major telecommunication providers and enables the Company’s native compatibility with these providers to reach connected workers across numerous industries around the world.

5.2 – Disclosure for Restructuring Transactions:

Not applicable.

6. Reliance on subsection 7.1(2) of National Instrument 51-102:

Not applicable.

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7. Omitted Information:

No significant facts remain confidential in, and no information has been omitted from, this report.

8. Executive Officer:

For further information, please contact Russell McMeekin, Chief Executive Officer, at 1.780.733.7550.

9. Date of Report:

August 2, 2022

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