/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, Feb. 21,
2023 /CNW/ - NowVertical Group Inc. (TSXV:
NOW) ("NOW" or the "Company"), is pleased to announce
that it has launched a marketed public offering (the
"Offering") of units (the "Units") of the Company, at
a price to be determined in the context of the market (the
"Issue Price") for aggregate gross proceeds of up to
$5 million. The Offering is led by
Beacon Securities Limited ("Beacon"), on behalf of a
syndicate of agents including Canaccord Genuity Corp. and Echelon
Wealth Partners Inc. (together with Beacon, the "Agents").
Each Unit will consist of one subordinate voting share in the
capital of the Company (a "Subordinate Voting Share") and
one half of one Subordinate Voting Share purchase warrant (each
whole warrant, a "Warrant") of the Company. Each Warrant
will entitle the holder thereof to acquire one Subordinate Voting
Share at terms to be determined in the context of the market.
The Company has granted the Agents an option (the
"Over-Allotment Option"), exercisable at the sole discretion
of the Agents, in whole or in part, by Beacon, on its own behalf
and on behalf of the Agents, giving notice to the Company at any
time and from time to time up to 30 days following the Closing Date
(as defined below), to sell up to an additional number of Units
(the "Additional Units") equal to 15% of the aggregate
number of Units sold pursuant to the Offering at a price per
Additional Unit equal to the Issue Price, to cover over-allotments,
if any, and for market stabilization purposes. All references
herein to the "Offering" shall be deemed to include the
Over-Allotment Option and all references herein to the "Units"
shall be deemed to include the Additional Units. For certainty, the
Over-Allotment Option shall be exercisable for Additional Units,
Subordinate Voting Shares and/or Warrants (or any combination
thereof).
The Units will be offered (i) in Canada by way of a prospectus supplement (the
"Supplement") to the Company's existing short form base
shelf prospectus dated January 21,
2022 (the "Base Shelf Prospectus") to be filed in
each of the Provinces of Canada
(other than the Province of Quebec); and (ii) to eligible purchasers by
way of available prospectus exemptions in certain jurisdictions
outside of Canada.
The Company intends to use the net proceeds of the Offering for
deferred payments related to acquisitions, working capital and
general corporate purposes.
The Offering is expected to close on or about February 28, 2023, or such other date as the
Company and Beacon, on behalf of the Agents, may agree (the
"Closing Date"). Closing of the Offering is subject to
certain customary closing conditions including, but not limited to,
the receipt of all necessary regulatory and stock exchange
approvals, including the approval of the TSX Venture Exchange (the
"TSXV") and the applicable securities regulatory
authorities.
A copy of the Base Shelf Prospectus is available under the
Company's profile on SEDAR at www.sedar.com. Once filed, the
Supplement in connection with the Offering will also be available
on SEDAR.
The securities offered have not been registered under the
U.S. Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent
registration or an applicable exemption from the registration
requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in any State in which such offer,
solicitation or sale would be unlawful.
About NowVertical Group Inc.:
NOW is a VI software and solutions company growing organically
and through acquisition. NOW's VI solutions are organized by
industry vertical and are built upon a foundational set of data
technologies that fuse, secure, 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.
For more information about the Company, visit
www.nowvertical.com.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
Forward-Looking Statements:
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 use of
proceeds from the Offering, regulatory approval for 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. Several
factors could cause results to differ materially from those
discussed in the forward-looking statements, including, among other
things, failure to complete the proposed Offering and the need to
satisfy regulatory and legal requirements with respect to the
proposed Offering. Therefore, readers should not rely 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 update or revise any forward-looking statement
publicly, whether as a result of new information, future events or
otherwise.
SOURCE NowVertical Group Inc.