/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
TORONTO, Nov. 11, 2021
/CNW/ - NowVertical Group Inc. (TSXV: NOW) ("NOW" or
the "Company") is pleased to announce that due to strong
investor demand, it has increased the size of its previously
announced overnight marketed public offering (the
"Offering") of units of the Company (the
"Units"). Under the amended terms, the Company intends to
issue the Units at a price of C$0.95 per Unit, for minimum gross proceeds
of C$5,000,000 and maximum gross
proceeds of C$9,000,015 ("Maximum
Offering Size"). In the event the Over-Allotment
Option (as defined below) is exercised in full under the Maximum
Offering Size, the aggregate gross proceeds of the Offering will be
C$10,350,017.
The Company filed a preliminary short form prospectus in respect
of the Offering with the securities commissions of each of the
Provinces of Canada, except
Quebec, on November 10, 2021. The amended terms of the
Offering will be included in the final short form prospectus for
the Offering.
Each Unit will consist of one subordinate voting share of the
Company (each a "Subordinate Voting Share") and one-half of
one Subordinate Voting Share purchase warrant (each whole warrant,
a "Warrant" and collectively the "Warrants"). Each
Warrant will be exercisable for one Subordinate Voting Share at a
price of C$1.25 per Subordinate
Voting Share for a period of 24 months following closing of
the Offering.
The Offering will be conducted by Echelon Wealth Partners Inc.
(the "Agent"), as sole agent and bookrunner.
The Company has granted the Agent an option, exercisable in
whole or in part, at any time and from time to time for a period of
30 days from and including the closing of the Offering, to purchase
from the Company up to an additional 15% of the Units sold under
the Offering, on the same terms and conditions of the Offering, to
cover over-allotments, if any, and for market stabilization
purposes (the "Over-Allotment Option"). The Over-Allotment
Option may be exercised by the Agent to purchase additional Units,
Subordinate Voting Shares, Warrants or any combination thereof.
The Offering will be completed on a "best efforts" basis through
the Agent (i) by way of a short form prospectus filed in each of
the Provinces of Canada, other
than Quebec; (ii) on a private
placement basis in the United
States pursuant to exemptions from the registration
requirements of the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"); and (iii) outside
Canada and the United States on a basis which does not
require the qualification or registration of any of the Company's
securities under domestic or foreign securities laws.
The Offering is expected to close on or about December 7, 2021, or such other date as the
Company and the Agent may agree. Closing of the Offering is subject
to customary closing conditions, including, but not limited to, the
execution of an agency agreement and the receipt of all necessary
regulatory approvals, including the approval of the securities
regulatory authorities and the TSX Venture Exchange.
The Company intends to use the net proceeds of the Offering (i)
to increase its sales and marketing team, (ii) to increase its
finance and operations team, (iii) for product development, (iv)
for general and administrative expenses and (v) to close potential
acquisitions.
The preliminary short form prospectus is available on SEDAR at
www.sedar.com.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any of securities in the United States. The securities have not
been and will not be registered under the U.S. Securities Act or
any state securities laws and may not be offered or sold within
the United States or to U.S.
persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
About NowVertical Group Inc.
NOW is a global big data
software and services company that helps businesses win in the
digital economy by helping its clients better understand, manage
and utilize their data. NOW is focusing on scaling its current
efforts with customers in a variety of verticals including but not
limited to automotive and OEM, government, law enforcement,
healthcare, financial services, e-commerce, and energy and
renewables, and is pursuing an acquisition strategy focused on
profitable and accretive data analytics software and services
companies in other under-utilized data rich industries. NOW is
positioned to be an invaluable tool for executives and bureaucrats
to make data informed decisions affecting billions of people
globally. For more information about the Company, visit
www.nowvertical.com.
Forward-Looking Information
This news release may
contain forward–looking statements (within the meaning of
applicable securities laws) which reflect the Company's current
expectations regarding future events. Forward-looking statements
are identified by words such as "believe", "anticipate", "project",
"expect", "intend", "plan", "will", "may", "estimate" and other
similar expressions. These statements are based on the Company's
expectations, estimates, forecasts and projections and include,
without limitation, statements regarding the closing of the
Offering, the proposed use of proceeds from the Offering, and the
future success of the Company's business.
The forward-looking statements in this news release are based on
certain assumptions. The forward-looking statements are not
guarantees of future performance and involve risks and
uncertainties that are difficult to control or predict (such risks
include, among other things, failure to complete the Offering). A
number of factors could cause actual results to differ materially
from the results discussed in the forward-looking statements.
Readers, therefore, should not place undue reliance on any such
forward-looking statements. Further, these forward-looking
statements are made as of the date of this news release and, except
as expressly required by applicable law, the Company assumes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
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 release.
SOURCE NowVertical Group Inc.