NowVertical Group Inc. (TSXV: NOW) (the “Company” or “NowVertical”) is pleased to announce that it has closed the second and final tranche of its previously announced “best efforts” private placement offering and issued 10,000 convertible debenture units (the “Convertible Debenture Units”) for aggregate gross proceeds of $10,000,000 (the “Closing”).
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it → announce → 10,000,000
Together with the Company’s previously announced issuance of 42,500,000 units of the Company on October 20, 2026, the Company raised aggregate gross proceeds of $15,100,000 (the “Offering”).
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Company → announce → 15,100,000
Clarus Securities Inc. acted as sole agent and bookrunner (the “Agent”) in respect of the Offering.
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Inc. → act → Offering
Each Convertible Debenture Unit is comprised of $1,000 principal amount of 10% senior unsecured convertible debentures (the “Convertible Debentures”) of the Company and 2,500 share purchase warrants (each, a “Debenture Warrant”).
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Unit → comprise → Company
The Convertible Debentures will mature on the date that is 36 months following the Closing and are convertible into Class A Subordinate Voting Shares of the Company (each, a “Subordinate Voting Share”), at the holders’ option, at a price of $0.20 per Subordinate Voting Share.
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that → mature → Share
Each Debenture Warrant entitles the holder to acquire one (1) Subordinate Voting Share at a price of $0.25 for 36 months following the Closing.
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Warrant → entitle → Closing
Pursuant to the debenture indenture governing the Convertible Debentures, the Company shall have the right to satisfy the payment of interest payable either in cash or Subordinate Voting Shares at a price equal to the Market Price (as defined under the policies of the TSX Venture Exchange) as at the date the interest becomes due and payable.
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interest → govern → date
“Thank you to our team, investors and advisors, including Clarus Securities and Norton Rose Fulbright Canada LLP, for their support in completing this transaction,” said Andre Garber, Chief Executive Officer of NowVertical.
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Garber → thank → NowVertical
“With a strengthened balance sheet and Kingsley Ward joining our board as Executive Chairman, we are well positioned to execute on our growth strategy and deliver lasting value for our shareholders.
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we → strengthen → shareholders
“I am pleased to be partnering with Andre and the NowVertical team as we build the company into a world-class leader in data engineering and analytics,” said Kingsley Ward, Executive Chairman of NowVertical.
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Ward → partner → NowVertical
As previously announced, the Company intends to use the net proceeds of the Offering to strengthen its balance sheet, support the execution of its growth strategy and for working capital and general corporate purposes.
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Company → announce → purposes
In consideration for the Agent’s services in connection with the Convertible Debenture Unit portion of the Offering, the Agent received a cash commission of $297,950.
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Agent → receive → 297,950
Certain directors, officers and their affiliates participated in the Convertible Debenture Unit portion of the Offering and acquired 616 Convertible Debenture Units (excluding J.R. Kingsley Ward who was appointed as a director of the Company in connection with the initial closing of the Offering).
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who → participate → Offering
Participation in the Offering by insiders of the Company constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
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Participation → constitute → Transactions
The issuance of securities to insiders of the Company is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company’s shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(1)(a) of MI 61-101, in that the fair market value of the consideration of the securities issued to the insiders of the Company does not exceed twenty-five percent of the Company’s market capitalization.
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value → contain → capitalization
The Company did not file a material change report at least 21 days in advance of the Closing as the participation of such directors, officers and their affiliates in the Offering had not been confirmed at that time.
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participation → file → time
The Convertible Debenture Units and the underlying Subordinate Voting Shares and Debenture Warrants are subject to a hold period expiring four months and one day from the Closing.
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Units → vote → Closing
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful.
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offer → constitute → which
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws.
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securities → register → 1933
No securities may be offered or sold to, or for the account or benefit of persons in the United States or to any U.S. persons or in any other jurisdiction in which such offer or sale would be unlawful absent registration under the U.S. Securities Act, and any applicable state securities laws or an exemption therefrom or qualification under the securities laws of such other jurisdiction or an exemption therefrom.
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offer → offer → jurisdiction
“United States” and “U.S. persons” shall have the meaning given to them in Regulation S under the U.S. Securities Act.
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States → have → Act
About NowVertical Group Inc.
NowVertical is a global data and analytics company which helps clients transform data into tangible business value with AI, fast.
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clients → help → AI
Offering a comprehensive suite of solutions and services, the Company enables clients to quickly harness the full potential of their data, driving measurable outcomes and accelerating potential return on investment.
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Company → offer → investment
Enterprises optimize decision-making, improve operational efficiency, and unlock long-term value from their data using the Company’s AI-infused first-party and third-party technologies.
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Enterprises → optimize → technologies
The Company’s scalable AI-infused delivery model enables the business to efficiently deliver data, analytics and AI solutions and services across industries and geographies.
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model → infuse → industries
This news release may contain forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws which reflect the Company’s current expectations regarding future events.
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which → contain → events
All statements in this news release that are not purely historical statements of fact are forward-looking statements, including statements with respect to the Offering, including the intended use of proceeds and expectations regarding the Company’s future business plans.
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that → look → plans
Although the Company believes that such statements are reasonable and reflect expectations of future developments and other factors which management believes to be reasonable and relevant, the Company can give no assurance that such expectations will prove to be correct.
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expectations → believe → assurance
Forward-looking statements in this news release are based on various assumptions, including that the TSXV will approve the Offering, and that the risk factors referred to below, collectively, do not have a material impact on the Company’s business, operations, revenues and/or results.
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factors → look → business
Forward-looking statements are often, but not always, identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations.
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statements → look → may
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause future results, performance, or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by the forward-looking statements.
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results → look → statements
Such risks include, but are not limited to, risks related to the global economic, market and business conditions; governmental and regulatory requirements and actions by governmental and quasi-governmental authorities; risks related to artificial intelligence (AI) and those risks discussed under the heading “Risks and Uncertainties” in the Company’s most recent Management’s Discussion and Analysis and its other disclosure documents filed on its SEDAR+ profile at www.sedarplus.com.
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risks → include → www.sedarplus.com
Forward-looking statements are provided for the purpose of providing information about management’s expectations, beliefs and plans relating to the future and are not guarantees of future performance and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company.
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factors → look → Company
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.
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results → materialize → those
All of the forward-looking statements contained in this news release are qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that the Company anticipates will be realized or, even if substantially realized, that they will have the expected consequences or effects on the Company’s business, financial condition or results of operations.
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they → contain → operations
Unless otherwise noted or the context otherwise indicates, the forward-looking statements contained herein are provided as of the date hereof, and the Company does not intend, and does not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.
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Company → note → law
Telephone: 647-947-0223
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
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term → define → release
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
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exchange → approve → information
The Aporia
