NOW NowVertical Group Inc

NowVertical Group Inc. (TSXV: NOW) (“NOW” or the “Company”) announces that the Company has settled an aggregate of CAD$3.025 million in respect of certain historical obligations of the Company through the issuance of 9,168,418 Class A subordinate voting shares in the capital of the Company (the “Subordinate Voting Shares”) at a deemed issuance price of $0.33 per Subordinate Voting Share.

CoreBI Settlement

Further to the Company’s press release dated December 23, 2024, the Company settled an aggregate of US$1,250,000 (CAD$1,792,875.00) through the issuance of 5,432,954 Subordinate Voting Shares to the former owners of CoreBI S.A. and CoreBI S.A.S (the “CoreBI Vendors”) in settlement of certain deferred payments obligations owing to such persons. The Subordinate Voting Shares issuable to the CoreBI Vendors are subject to a contractual lock-up for thirty-six (36) months from the issuance date, with 20% of the Subordinate Voting Shares issued to the CoreBI Vendors being released after twelve (12) months, and 20% released every six (6) months thereafter. Notwithstanding the foregoing, if a CoreBI Vendor is terminated by the Company during the lock-up period, the lock-up will expire six (6) months from the termination date for any remaining Subordinate Voting Shares. In addition, the CoreBI Vendors have agreed to vote in favour of board recommendations for director elections until January 1, 2027 but retain the right to abstain from voting during this period.

Acrotrend and Andre Garber Settlement

Further to the Company’s press release dated January 2, 2025, the Company has settled an aggregate of US$815,000 (CAD$1,172,703.50) through the issuance of 3,553,646 Subordinate Voting Shares to the former owners of Acrotrend Solutions Ltd. (the “Acrotrend Vendors”) The Acrotrend Vendors include Sandeep Mendiratta, NowVertical’s CEO and Shailesh Mallya, Executive Vice President – Solutions and Services, both of whom are key parts of the Company’s core leadership team.

Further, the Company has settled an aggregate of CAD$60,000 through the issuance of 181,818 Subordinate Voting Shares to Andre Garber, NowVertical’s Chief Development Officer, in respect of an outstanding debt of US$151,200 related to a 2021 cash bonus payable to Mr. Garber. Subject to receipt of TSX Venture Exchange and disinterested shareholder approval which will be sought at the Company’s next annual meeting, the remainder of the outstanding debt owing to Mr. Garber is intended to be settled on the same terms.

In addition, the Acrotrend Vendors and Andre Garber have agreed to a contractual lock-up for twelve (12) months from the issuance date.

All of the Subordinate Voting Shares issued to the CoreBI Vendors, the Acrotrend Vendors and Andre Garber are subject to a statutory four month hold period.

Early Warning Disclosure

Prior to completion of the debt settlement transactions described in this press release, Sandeep Mendiratta beneficially owned or had control or direction over, directly or indirectly, 8,734,742 Subordinate Voting Shares, representing approximately 10.3% of the currently issued and outstanding Subordinate Voting Shares. Following completion of the debt settlement transactions contemplated in this press release, Sandeep Mendiratta will own or have control or direction over, directly or indirectly, 10,511,565 Subordinate Voting Shares which will represent approximately 11.8% of the issued and outstanding Subordinate Voting Shares.

The acquisition of the Subordinate Voting Shares by Sandeep Mendiratta was completed by way of issuance from treasury for investment purposes in connection with the debt settlement. Depending on market conditions, Sandeep Mendiratta may, from time to time, acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the securities of the NowVertical.

This press release is being issued pursuant to the requirements of National Instrument 62-104 - Take-Over Bids and Issuer Bids, which also requires an early warning report to be filed containing additional information with respect to the foregoing matters. A copy of the early warning report will be made available on SEDAR+ under NowVertical’s issuer profile at www.sedarplus.com. For further information and to obtain a copy of the early warning report.

To obtain a copy of the early warning report, please contact Andre Garber, Corporate Secretary of NowVertical via email at IR@nowvertical.com or at its head office of 545 King Street West, Toronto, Ontario, M5V 1M1.

The completion of this debt-to-equity conversion reinforces NowVertical’s commitment to leadership alignment and financial discipline, ensuring management remains invested in the company’s growth while enhancing cash flow flexibility to drive future opportunities.

About NowVertical Group Inc.

The Company is a global data and analytics company which helps clients transform data into tangible business value with AI, fast. 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. 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. NowVertical is growing organically and through strategic acquisitions. For further details about NowVertical, 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 Garber, CDOIR@nowvertical.comT: +1(647)947-0223

Forward-Looking Statements

This news release contains forward-looking information and forward-looking information within the meaning of applicable Canadian securities laws (together "forward-looking statements"), including, the alignment of the Company’s leadership and shareholders, and the associated results of the transactions contemplated in this press release on NowVertical’s business, finances and operations. 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, certain of which are unknown. 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. Forward-looking statements are qualified in their entirety by inherent risks and uncertainties, including: 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 or dispositions; 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 management's discussion and analysis for the year ended December 31, 2023. 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.