NOW NowVertical Group Inc

NowVertical Group Inc. (TSXV: NOW) (OTCQB: NOWVF) (“NOW” or the “Company”) announces that the Company has settled CAD$2.35 million owing to the former shareholders of Acrotrend Solutions Ltd. (the “Sellers”), including the Company’s CEO, Sandeep Mendiratta.

Pursuant to the Company’s press release dated April 23, 2024, the Sellers were entitled to receive an aggregate of CAD$2.35 million in respect of certain historical earn out and top up obligations owing to the Sellers. Pursuant to a deed of amendment entered into between the Company and the Sellers, these obligations were settled through the issuance of 9,321,515 Class A subordinate voting shares in the capital of the Company (the “Shares”) at an average price of CAD$0.25 per share.

Following the issuance of the Shares, Sandeep Mendiratta, CEO of NOW, owns approximately ten percent of the issued and outstanding voting shares of NOW.

Sandeep Mendiratta, CEO of NowVertical, stated: "I am excited to be a substantial shareholder of NOW and remain committed to the growth of the Company. I see significant potential to improve and grow this business by integrating ourselves to operate as one brand, one business. This is a tremendous opportunity to participate in the future growth of the business".

With this investment by the Sellers, the Company is in a much better position financially, with an improved balance sheet. In addition, the Sellers have waived their entitlement to interest in respect of the amounts of historical top up and earn out obligations.

Of the Shares issued, 7,835,277 Shares were issued at a price of CAD$0.27 per Share in settlement of CAD$2,115,525 of indebtedness and 1,486,238 Shares were issued at a price of CAD$0.1575 in settlement of CAD$234,082.50 of indebtedness owing to the Sellers.

All of the Shares issued to the Sellers are subject to a statutory four-month hold period. In addition, 7,835,277 Shares are subject to a contractual hold period expiring on the date that is six months following the date of issuance.

About NowVertical Group Inc.

The Company is a data analytics and AI solutions company offering comprehensive solutions, software and services. As a global provider, we deliver cutting-edge data, technology, and artificial intelligence (AI) applications to private and public enterprises. Our solutions form the bedrock of modern enterprises, converting data investments into business solutions. NOW is growing organically and through strategic acquisitions. For further details about NOW, please visit www.nowvertical.com.

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.

For further information, please contact:Andre GarberChief Development OfficerIR@nowvertical.com

Glen NelsonInvestor Relations and Communicationse: glen.nelson@nowvertical.comt: (403) 763-9797

Forward-Looking Statements

This news release contains forward-looking information and forward-looking statements within the meaning of applicable Canadian securities laws (together “forward-looking statements”), including, without limitation regarding the alignment of management and the business unit leaders and the future success of the Company. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect the Company’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Forward-looking statements generally can be 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. 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 and the forward-looking statements are not guarantees of future performance. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, 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. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: timing and receipt of regulatory approvals, adverse market conditions; risks inherent in the data analytics and artificial intelligence sectors in general; regulatory and legislative changes; that future results may vary from historical results; inability to obtain any requisite future financing on suitable terms; any inability to realize the expected benefits and synergies of acquisitions; that market competition may affect the business, results and financial condition of the Company and other risk factors identified in documents filed by the Company under its profile at www.sedarplus.com, including the Company’s managements’ discussion and analysis for the year ended December 31, 2023 dated May 6, 2024 and the prospectus supplement (including all documents incorporated by reference therein) dated February 22, 2023. 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. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. All of the forward-looking statement contained in this press release are qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. 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. Investors are cautioned that, trading in the securities of the Company should be considered highly speculative.