NOW NowVertical Group Inc

NowVertical Group Inc. (TSX-V: NOW.V) (OTCQB: NOWVF) (“NOW” or the “Company”), the Vertical Intelligence (“VI”) company, today announced a two-way strategic partnership with Audiense Ltd. (“Audiense”), a private U.K. based audience intelligence platform provider. All $ figures stated below are in USD.

Highlights:

The strategic partnership and sale of assets underlying the Affinio Social platform to Audiense will:

• Provide approximately $3 million of free cash flow to NOW over a 24-month period from signing;
• Create a 2-way reseller relationship with Audiense, a leading audience intelligence platform provider and provide NOW access to approximately 2,000 Audiense customers for NOW VI solutions;
• Retain core IP and software to operate NOW’s Snowflake product which is core to its VI solutions; and
• Align long-term incentives through NOW receiving equity participation in Audiense.

“Underpinning our M&A program is our ability to integrate critical assets and maximize our sale and partnership value of secondary assets. Our Affinio Snowflake product remains a central feature of our AI and ML ecosystem. Today we have signed a deal to divest a non-core asset and strengthen our ability to allocate capital focused on our core VI solutions set, while generating increased free cash flow and participate in the future growth of the audience intelligence market,” said Daren Trousdell, Chairman and CEO of NOW.

The transaction allows NOW to retain the core IP needed to continue to operate its emerging first-party data analytics tool within the Snowflake marketplace, while generating free cash flow and gaining a new partner in transferring its non-core Affinio Social assets to a market-leading audience intelligence platform run by Audiense.

“We are excited about the future of integrating Affinio Social into our growing stack and bringing the audience intelligence community under one roof to accelerate innovation in the space” said Carlos Serra, Chief Corporate Development Officer of Audiense. “We have always seen Affinio as a strong and innovative competitor and as a result of this transaction, not only do we enrich Audiense’s platform, but we have created a partnership that can provide complimentary value to our customers through NOW’s VI solution set.”

Under the terms of the deal, NOW will receive an earnout consideration based on the revenues collected (net of applicable taxes) on (1) sales of the Affinio Social product, and (2) Audiense products sold by NOW. Audiense will become an official reseller of NOW’s VI products and solutions. In addition, Audiense will pay $2.2 million of deferred payments in cash to NOW within 24 months of the signing date, with customary acceleration events included. NOW will also receive an equity stake in Audiense equivalent to 2% of Audiense’s share capital on a fully-diluted basis as of the date hereof. As part of the transaction, Audiense is purchasing certain assets comprised primarily of IP and patents. NOW will receive a perpetual, royalty free license to use the transferred IP and patents, which NOW utilises within its Snowflake product offering. NOW anticipates that the deal will close before May 31, 2023.

About NowVertical Group Inc.NowVertical Group is a Vertical Intelligence (VI) software and services provider that delivers vertically-specific data, technology, and artificial intelligence (AI) applications into private and public verticals globally. NOW's proprietary solutions sit at the foundation of the modern enterprise by transforming AI investments into VI, enabling its customers to minimize their risk, accelerate the time to value, and reduce costs. NOW is rapidly growing organically and through targeted acquisitions. For more information about NOW, visit www.nowvertical.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.

Related links:

https://www.nowvertical.com

For further information, please contact:

Daren Trousdell, Chief Executive Officere: daren@nowvertical.comt: (212) 302-0868

or

Glen Nelson, Investor Relationse: glen@nowvertical.comt: (403) 763-9797

Forward‐Looking StatementsThis 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. Several 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. 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.