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DVP25

09/28/22 3:10 PM

#1647 RE: Tickbomb #1646

This was addressed during the Q1 CC ...

I don't understand the restriction Prime's referring to. They are raising money via a Preferred offering in order to pay back the debentures separately. There's no "roll-over" of one financing to the next and if an investor in the M.E. wanted to participate in the Preferred, I don't see why they couldn't.

Brenda — Analyst, ATB Capital
Hi, this is Brenda calling in for Martin.
Thanks for taking our questions. Do you see a perpetual preferred being financed with the investors in the convertible debenture, or with your new group of investors?

Russ McMeekin — Co-Founder, President, and Chief Executive Officer, mCloud Technologies Corp.
New group, number one, and secondly, I mean, there may be—well, first of all, it's not filed for Canada. They'd have to be able to use a U.S. registration statement, number one. Number two, we can't convert one to the other. It will be repaid. There's no mechanism to say, I want to go from X to become Y. Someone could elect to
participate as an American in the F, or a Canadian that has an American ability to participate, but you won't be able to flip from X to Y. There's no mechanism to do that.