NOW NowVertical Group Inc

NowVertical Group Inc. (TSXV: NOW) (“NOW” or the “Company”), is pleased to announce the closing of its previously announced marketed public offering (the “Offering”) of 9,631,500 units (the “Units”) of the Company at a price of $0.52 per Unit for aggregate gross proceeds of $5,008,380, which includes partial exercise of the over-allotment option.

Each Unit consists of one subordinate voting share in the capital of the Company (a “Subordinate Voting Share”) and one Subordinate Voting Share purchase warrant (a “Warrant”) of the Company. Each Warrant is exercisable to acquire one Subordinate Voting Share (a “Warrant Share”) at a price per Warrant Share of $0.80 for a period of 36 months following the closing of the Offering (the “Closing”).

The Offering was conducted by a syndicate of agents led by Beacon Securities Limited (“Beacon”) and including Canaccord Genuity Corp. and Echelon Wealth Partners Inc. (together with Beacon, the “Agents”). In connection with the Offering, the Company paid the Agents a cash commission of $300,503 and issued to the Agents 577,890 broker warrants (the “Broker Warrants”), with each Broker Warrant entitling the holder thereof to purchase one Subordinate Voting Share at a price of $0.52 per Subordinate Voting Share for a period 36 months following the Closing.

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 was completed by way of a prospectus supplement dated February 22, 2023 to the Company’s short form base shelf prospectus dated January 21, 2022, which was filed in each of the Provinces of Canada, except Quebec. 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, the 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 others, the failure to use the proceeds of the Offering as set forth herein). Several factors could cause results to differ materially from those discussed in the forward-looking statements. 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.

For further information, please contact:

Daren Trousdell, Chief Executive Officer e: daren@nowvertical.com t: (212) 302-0868 or Glen Nelson, Investor Relations e: glen@nowvertical.com t: (403) 763-9797