Mr. Fred Stearman reports

ACQUISITION OF ATLAS CLOUD ENTERPRISES LTD. CLOSES

Further to the news release of March 18, 2014, Atlas Cloud Enterprises Inc. (formerly Sypher Resources Ltd.) has closed its share exchange agreement with Atlas Cloud Enterprises (2013) Ltd., a private B.C. corporation, and the shareholders of Atlas, whereby the company has acquired 100 per cent of the issued and outstanding shares of Atlas in exchange for five million common shares of the company. Atlas is now a wholly owned subsidiary of the company.

For a full description of the transaction and all other matters outlined in this news release, please refer to the company's listing statement as filed on the CSE website and on SEDAR.

The company's common shares will commence trading on the Canadian Securities Exchange as a technology company under the symbol AKE, effective July 25, 2014.

Acquisition of Atlas

The transaction and resulting change of control represented a fundamental change for the company under CSE Policy 8. The acquisition of Atlas was an arm's-length transaction. No formal valuation was commissioned or received in connection with the acquisition. The company is now a technology company under CSE policies, and the company has terminated its option to acquire an interest in the McBride gold property in Manitoba. The transaction has received the requisite regulatory approval of the CSE and approval from the shareholders of the company, obtained by written consent of shareholders holding in excess of 51 per cent of the issued and outstanding shares of the company.

All of the payment shares are held in escrow pursuant to an escrow agreement and will be released to the shareholders of Atlas in accordance with National Policy 46-201, as to 10 per cent on closing (released) and 15 per cent every six months thereafter over three years.

Change of corporate name

At the company's annual general and special meeting of shareholders held April 11, 2014, shareholders approved, amongst other things, a name change of corporate name to Atlas Cloud Enterprises Inc. This change was effected upon closing of the transaction.

New board and management

In conjunction with the transaction, the former officers and directors of the company resigned, and the following persons were appointed:

Frederick W. Stearman (chief executive officer and director)

Mr. Stearman started his career in technology in 1983 as a technical installer and computer programmer for Triad Systems in Sunnyvale, Calif. Triad Systems developed an advanced point-of-sale system of hardware and software for the automotive supply and industrial parts industry. Mr. Stearman advanced his technology experience in areas such as Novell and Ethernet and to storage and Internet protocol networks. He was employed by Bell Canada in the information, computer technology department, where he focused on data centres and managed services that were central to the cloud computing industry. Mr. Stearman has 30 years of IT experience.

Laurie W. Sadler (chief financial officer and director)

Mr. Sadler holds a master of business administration from the University of Western Ontario (1972) and was a chartered accountant. He has extensive experience as a business adviser to public and private companies. He is currently president and a director of Valiant Minerals Ltd., a director of Montreux Capital Corp., and chief financial officer of Lynden Energy Corp., all companies listed on the TSX Venture Exchange. He has served as a director of a number of public companies since 2004, including former president and CEO of CCT Capital Ltd. (since April, 2006), former CFO of Coastport Capital Inc. (May, 2006, to June, 2010), and former interim president of PMI Gold Corp. (January, 2004, to June, 2004), all companies listed on the TSX Venture Exchange. He founded and served as managing partner of Sadler, Weismiller, Spencer, chartered accountants (1984 to 2001).

P. Nicholas M. Glass (director)

Mr. Glass is a member of the Law Society of British Columbia and of the bar of England and Wales. He presently practises as a mediator and arbitrator in labour relations disputes and civil claims in British Columbia, Canada. He is a former director of the following public companies: Belvedere Resources Ltd. (TSX Venture Exchange), Radius Gold Inc. (TSX-V), Northland Resources Inc. (Toronto Stock Exchange and Oslo), Global Election Systems Inc. (TSX and Amex), Calico Resources Corp. (TSX-V) and Tradepoint Investment Exchange (Alternative Investment Market).

Dr. John E. Veltheer (director)

Dr. Veltheer has been a director and officer of various private and public companies since 1998. He is currently a director of Echelon Petroleum Corp. and Tinkerine Studios Ltd., both listed on the TSX-V, and a director and CFO of European Ferro Metals Ltd. (listed on the CSE). Dr. Veltheer is also a director and/or executive officer of the following private companies: Orange Minerals Corp., a company seeking to develop a kimberlite property, Critical Minerals Inc., a holding company for unexplored mineral assets, and Innovation Metals Corp., a start-up supply chain company focused on the rare earth element sector. Dr. Veltheer obtained a bachelor of science degree in chemistry (honours) from Queen's University in 1988 and his PhD (inorganic chemistry) from the University of British Columbia in 1993.

Martin A. Burian (director)

Mr. Burian has over 18 years investment banking experience. Mr. Burian was most recently managing director of investment banking for Haywood Securities Inc. (2010 to mid-2013) and former president of Bolder Investment Partners (2009 until its merger with Haywood Securities Inc. in 2010). He obtained his chartered accountant and chartered business valuator designation while employed by KPMG and obtained his bachelor of commerce from the University of British Columbia in 1986. He is currently CFO and a director of Tinkerine Studios Ltd. (TSX-V), CFO of Cap-Ex Iron Ore Ltd. (TSX-V), a director of Canarc Resource Corp. (TSX) and a director of Alberta Star Development Corp. (TSX-V), all public companies.

Audit committee

The company has appointed a new audit committee comprising Mr. Sadler, Mr. Glass and Mr. Burian.

Private placement

In conjunction with closing of the transaction, the company completed a private placement, raising $622,575 through the sale of 4,150,500 units at 15 cents per unit. Each unit consists of one common share and one-half of one share purchase warrant (exercisable at 25 cents until July 4, 2016, provided that, if the company's shares trade at 40 cents or more for 10 consecutive trading days at any time following Nov. 5, 2014, the issuer may reduce the time to exercise the warrants to not fewer than 30 days). Total finders' fees of $40,735 and 387,950 finders' warrants were issued (each finder's warrant being equivalent to the warrants issued to subscribers). All units and finders' warrants are subject to the standard four-month resale restriction, expiring Nov. 5, 2014.

The company will use the net proceeds of the private placement to finance Atlas's business development, including: (i) completion of leasehold improvements at its business premises in Vancouver, (ii) the purchase and installation of all backup power sources, fibre optic connections, energy efficient in-row cooling racks and security systems, (iii) initial marketing costs, and (iv) general and administrative costs.

Capital structure

Prior to closing the private placement and the transaction, the company had 7,225,000 common shares outstanding. Pursuant to the private placement, an additional 4,150,500 shares were issued, and pursuant to the transaction, an additional five million shares were issued. There are now 16,375,500 common shares issued and outstanding in the capital of the company.

In conjunction with closing of the transaction, certain shareholders of the company agreed to sell an aggregate of four million previously issued and outstanding common shares in the capital of company to persons associated with Atlas at a deemed price of seven cents per share.

Risk factors

There are a number of risk factors inherent in Atlas's business. These include, but are not limited to: Atlas has no operating history, and no history of earnings or profits; it may need to raise additional capital in the short term to sustain operations; there are few barriers to entry into the industry; Atlas relies on one key person for in-depth knowledge of the industry; risk of client data breach; and unforeseen catastrophes. For a complete list of risk factors, please refer to the company's listing statement filed on the CSE website and on SEDAR.

We seek Safe Harbor.