NOW NowVertical Group Inc

NowVertical Group Inc. (TSXV: NOW) ("NOW" or the "Company"), the VI software and solutions company, is pleased to announce a new credit agreement with The Toronto-Dominion Bank (“TD Bank”) for a CAD$7 million credit facility (the “New Facility”) and closed the previously announced agreements to acquire 100% of the issued and outstanding securities of two U.K. based data analytics solution providers (the“Acquisitions”), Acrotrend Solutions (“Acrotrend”) and Smartlytics (“Smartlytics”).

“Today, we are pleased to add a schedule 1 Canadian bank to our group of corporate lenders. It is another validation of our vision to have lenders like TD Bank, and Export Development Canada support our program by backing us with non-dilutive, cost-effective capital solutions,” said Daren Trousdell, Chairman & CEO of NOW. “The NOW team is also proud to welcome the Acrotrend and Smartlytics teams' dedicated employees, who bring immense talent and expertise in providing solutions to clients around the globe. Closing these acquisitions today makes NOW a stronger enterprise that will continue to help customers realize the potential of Vertical Intelligence.”

Terms of TD Bank Facility

Effective December 30, 2022, the New Facility is a single draw term loan amortized over a 5-year period following the date of the advance. The New Facility bears a floating interest rate by way of the Sterling Overnight Index Average (SONIA) plus 2.5% on drawn amounts and has no prepayment penalty. Export Development Canada has further partnered with NOW by providing its Export Guarantee Program solution to TD Bank in connection with the New Facility.

Acrotrend Closing

Founded in 2007, Acrotrend is a UK-based customer data & analytics consultancy that will complement NOW’s established UK technology presence with practical data science and sophisticated AI to enhance customer lifetime value (“CLV”) for our clients. With operations in the UK and India, Acrotrend has been working with globally renowned brands across multiple verticals, including Reed Exhibitions (RX), The Economist Group, The Walt Disney Company, Sky Group, Informa, Nuffield Health, GSK and Cancer Research UK.

Under the terms of the previously announced definitive purchase agreement dated December 10, 2022, the Company has completed the Acrotrend transaction in aggregate for (i) a closing cash payment of US$4.1 million, subject to holdbacks, (ii) issuance of 750,000 subordinate voting shares in the capital of NOW (“NOW Shares” each a “NOW Share”) at a price of $1.00 US per NOW Share, subject to contractual lock-up restrictions, and (iii) earn-out consideration paid over three fiscal years based on certain EBITDA targets, a portion of which may be payable in NOW Shares in the Company’s sole discretion subject to a maximum of 5 million NOW Shares.

Smartlytics Closing

Smartlytics develops end-to-end data solutions to eliminate data silos and create a single source of truth. It also provides more extensive service engagements to larger organizations on a customized basis through its head office in the UK and operations in Dubai, UAE, and Cairo, Egypt. Smartlytics’s technology solution, Smartlytics Hub, is a cloud-native end-to-end platform that enables self-serve development of enterprise data solutions. Its clients and experience include working with public and private sector organizations such as Signal AI, Leicestershire County Council, Redington, and Patrizia.

Under the terms of the previously announced definitive purchase agreement dated December 10, 2022, the Company has completed the Smartlytics transaction in aggregate for (i) a closing cash payment of US$1.0 million, subject to holdbacks, (ii) issuance of 600,000 NOW Shares at a deemed issue price of $1.00 US per NOW Share, subject to contractual lock-up restrictions, and (iii) earn-out consideration paid over three fiscal years based on certain EBITDA targets, a portion of which may be payable in NOW Shares in the Company’s sole discretion subject to a maximum of 926,413 NOW Shares.

Appointment of BDO as Auditor

NOW also announced today that it has changed its auditor to BDO Canada LLP (“BDO”) from Grant Thornton LLP (“Grant Thornton”), effective as of December 19, 2022.

Following the recommendation of the Audit Committee, NOW’s Board of Directors accepted the resignation of Grant Thornton at the request of the Company and approved the appointment of BDO as the Company’s auditor until the next annual general meeting of the Company. The Board of Directors and management of NV would like to thank Grant Thornton for their excellent services.

In accordance with National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”), the Notice of Change of Auditor, together with the response letters from BDO and Grant Thornton, have been filed on SEDAR. There was no modified opinion expressed in Grant Thornton’s report on any of the Company's financial statements relating to the period commencing at the beginning of the Company's two most recently completed financial years and ending on the date of resignation of Grant Thornton. There have been no “reportable events,” as the term is defined in NI 51-102.

About NowVertical Group Inc.

NOW is the 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 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: Daren Trousdell, Chief Executive Officere: daren@nowvertical.comt: (212) 302-0868 orGlen Nelson, Investor Relationse: glen@nowvertical.comt: (403) 763-9797

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 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. 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.

Cautionary Note Regarding Non-IFRS Measures

This news release makes reference to certain non-IFRS measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS, and are therefore, unlikely to be comparable to similar measures presented by other companies. Instead, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. The Company’s definitions of non-IFRS measures used in this news release may not be the same as the definitions for such measures used by other companies in their reporting. Non-IFRS measures have limitations as analytical tools and should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS. The Company uses non-IFRS financial measures including “Adjusted Revenues”, “EBITDA” and “Adjusted EBITDA”. These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and to eliminate items that have less bearing on our operating performance or operating conditions and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. Specifically, the Company believes that Adjusted EBITDA, when viewed with the Company’s results under IFRS, provide useful information about the Company’s business without regard to potential distortions. By eliminating differences in results of operations between periods caused by factors such as acquisition-related adjustments, depreciation and amortization methods, impairment and other charges, the Company believes that Adjusted EBITDA can provide a useful basis for comparing the current performance of the underlying operations being evaluated. The Company believes that securities analysts, investors and other interested parties frequently use non-IFRS financial measures in the evaluation of issuers. The Company’s management also uses non-IFRS financial measures in order to facilitate operating performance comparisons from period to period and to prepare annual budgets and forecasts.