NowVertical Group Inc. Announces Closing of Canadian Business Journal Funding Aggregating $5,069,000 CAD

Not intended for distribution to US newswire services or for dissemination in the US

TORONTO, October 5, 2022 (GLOBE NEWSWIRE) — NowVertical Group Inc. (TSXV: NOW) (“now” or “Company”) is a previously announced commercial public offering (“public offering”) the Company’s 4,569 senior unsecured convertible debenture units (“bond unit”) and a simultaneous private placement of 500 bond units (“Simultaneous private placement”, and along with the public offering, “Recruitment”) at a price of $1,000 per bond unit, with total revenue of $5,069,000 CAD. The offering is owned by Echelon Wealth Partners Inc. (“Agent”), as sole agent and bookrunner.

Each Debt Unit consists of 10% senior unsecured convertible debentures of the Company (each a “convertible bondCAD 1,000 face value (“principal amount”) and 715 shares of the Company’s Class A Stock Acquisition Rights with Voting Rights (each “warrant“, and collectively “warrant”), covering 75% of the warrant.

The convertible debentures will mature 36 months from the date of this document (“maturity date”). The principal amount of each convertible debenture may be transferred, without additional consideration, to the Company’s Class A Subordinated Voting Shares (eachSubordinated voting rights ratio”) At the Owner’s option (except for conversions as set forth below), at any time before the earlier of: ) the business day immediately preceding the date designated by the company for the redemption of the convertible debentures upon change of control at a conversion price equivalent to $1.05 CAD per share, subject to certain event adjustments (“Converted price”).

Each Stock Acquisition Right is exercisable for 36 months from the date of this Agreement for one share of Subordinated Voting Shares at a price of $1.25 Canadian dollars per share of Subordinated Voting Shares. The Company operates the TSX Venture Exchange (“TSXV”) lists warrants issued under the public offering under the symbol “NOW.WT.A”. Warrant plans to start trading on his TSXV on the date of this document.

We reserve the right to force conversion (“company conversion”) Not less than 30 days’ notice within 60 days of the principal amount of the convertible debentures outstanding at that time at the conversion price (i) TSXV subordinated voting if the daily volume of the subordinated voting shares is the weighted average trading price; or (ii) Subordinated Voting Shares (either qualifying by prospectus or non-public offering) in connection with shares or similar funding, or Subordinated Including warrants exercisable over voting shares, resulting in an aggregate amount of over $12,500,000 to the Company (“qualified loan”), in each case, subject to the then-current trading of the Subordinated Voting Shares permitting the company conversion under TSXV policy. If the Eligible Loan is completed at a price per security lower than the conversion price (for warrants, the conversion price is calculated by adding the issue price and the exercise price), the conversion price is subject to TSXV conditional approval. $0.10 or the closing price of TSXV’s Subordinated Voting Shares on the day prior to distribution of the press release announcing the Eligible Loan, whichever is greater, provided that

The Company has filed a prospectus supplement on September 26, 2022 with respect to the public offering. This complements our Simplified Base Shelf Prospectus dated January 21, 2022, each of which has been filed with the respective state securities commissions. Canada excluding Quebec. A prospectus supplement and a short form basic shelf prospectus are available under the company’s SEDAR profile at www.sedar.com. Since the press release issued on September 22, 2022 disclosing the pricing terms of the offering, there are no material changes to the bond unit’s terms.

The Company intends to use the net proceeds of the offering for (i) deferred payments related to the acquisition, (ii) working capital, and (iii) general corporate purposes.

Convertible Notes and Stock Acquisition Rights issued in connection with the Simultaneous Private Placement are subject to a four month hold period and will not be freely traded until February 6, 2023. In connection with the offering, the Company will issue to the Agent a cash fee of $354,830 and 337,933 Broker Warrants. A cash fee of $35,000 and 33,333 Broker Warrants will be paid or issued in connection with the Concurrent Private Placement, if applicable.

This news release does not constitute an offer to sell or the solicitation of an offer to sell securities in the United States.Securities are not and will not be registered in the United States Securities Act of 1933as modified (“U.S. Securities LawIt may not be offered or sold in the United States or to any United States person unless registered under the United States securities laws and applicable state securities laws, or an exemption from such registration is available.

About Now Vertical Group Inc.
NOW is big data, analytics and vertical intelligence (“Ⅵ”) Software and solutions companies are growing both organically and through acquisitions. NOW’s VI solutions are industry-aligned and built on a set of foundational data technologies that blend, protect and mobilize data in a transformative and compliant way. The NOW product suite enables the creation of high-value VI solutions that are predictive in nature and drive automation specific to each high-value industry vertical.

Neither TSX Venture Exchange nor its regulated service providers (as those terms are defined in the TSX Venture Exchange Policy) are responsible for the adequacy or accuracy of this release.

For more information about the company, please visit www.nowvertical.com. For more information, please contact:

Darren Trussell, Chief Executive Officer
e: [email protected]
Phone: (212) 302-0868

Also

Glenn Nelson, Investor Relations
e: [email protected]
Phone: (403) 763-9797

Forward-Looking Information
This news release may contain forward-looking statements (within the meaning of applicable securities laws) that reflect our current expectations regarding future events. Forward-looking statements “believe,” “expect,” “predict,” “anticipate,” “intend,” “plan,” “may,” “may,” and “estimate.” Identified by words such as and other similar expressions. These statements are based on our expectations, estimates, projections and projections and include, but are not limited to, statements regarding the proposed use of proceeds from the offering and the future success of our business. not.

Forward-looking statements in this news release are based on certain assumptions. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that are difficult to control or predict (such risks include, among other things, the earnings of the offerings described herein). (including the inability to use A number of factors could cause actual results to differ materially from those described in the forward-looking statements. Accordingly, readers should not place undue reliance on such forward-looking statements. In addition, these forward-looking statements are made only as of the date of this news release and may or may not be the result of new information, except as expressly required by applicable law. and does not undertake any obligation to publicly update or revise any forward-looking statements. , future events or otherwise.

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