NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, Nov. 02, 2026 (GLOBE NEWSWIRE) -- NowVertical Group Inc. (TSXV: NOW) (the “Company” or “NowVertical”) is pleased to announce that, further to its news release dated October 20, 2026, the TSX Venture Exchange (the “TSXV”) has cleared the Personal Information Forms required in connection with the subscription by Teraz Fund (“Teraz”) for Units (as defined below) in the first tranche (the “First Tranche”) of the Company’s private placement offering for gross proceeds of $15,100,000 (the “Offering”). Accordingly, the 15,833,334 Units subscribed for by Teraz that closed in escrow (the “Escrowed Units”), together with the related subscription proceeds of $1,900,000, have been released from escrow.
Under the First Tranche, Teraz subscribed for 25,000,000 Units at a price of $0.12 per Unit for gross proceeds of $3,000,000. Each unit of the Company (each, a “Unit”) consists of one Class A subordinate voting share in the capital of the Company (each, a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Unit Warrant”). Each Unit Warrant entitles the holder to acquire one Common Share at an exercise price of $0.20 until October 20, 2028.
In connection with the release of the Escrowed Units, and consistent with the terms of the Offering, the Company will pay to Clarus Securities Inc. (the “Agent”) a cash commission of $95,000, being 5% of the gross proceeds from the Esrowed Units, and will issue to the Agent 1,108,333 broker warrants (the “Broker Warrants”), being 7% of the number of Escrowed Units. Each Broker Warrant entitles the Agent to acquire one Unit at an exercise price of $0.12 per Unit until October 20, 2028.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. No securities may be offered or sold to, or for the account or benefit of persons in the United States or to any U.S. persons or in any other jurisdiction in which such offer or sale would be unlawful absent registration under the U.S. Securities Act, and any applicable state securities laws or an exemption therefrom or qualification under the securities laws of such other jurisdiction or an exemption therefrom. “United States” and “U.S. persons” shall have the meaning given to them in Regulation S under the U.S. Securities Act.
About NowVertical Group Inc.
NowVertical 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. The Company's scalable AI-infused delivery model enables the business to efficiently deliver data, analytics and AI solutions and services across industries and geographies.
Cautionary Statements
This news release may contain forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws which reflect the Company's current expectations regarding future events. All statements in this news release that are not purely historical statements of fact are forward-looking statements. Although the Company believes that such statements are reasonable and reflect expectations of future developments and other factors which management believes to be reasonable and relevant, the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements in this news release are based on various assumptions, including that the TSXV will provide final approval of the Offering and that the risk factors referred to below, collectively, do not have a material impact on the Company’s business, operations, revenues and/or results. Forward-looking statements are often, but not always, 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. Such risks include but are not limited to those risks discussed under the heading “Risks and Uncertainties” in the Company’s most recent Management’s Discussion and Analysis and its other disclosure documents filed on its SEDAR+ profile at www.sedarplus.com. Forward-looking statements are provided for the purpose of providing information about management’s expectations, beliefs and plans relating to the future and are not guarantees of future performance 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. 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.
All of the forward-looking statements contained in this news release are qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that the Company anticipates will be realized or, even if substantially realized, that they will have the expected consequences or effects on the Company’s 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.
Further Information
For further details about NowVertical, please visit www.nowvertical.com or contact:
NowVertical Group Inc.
Andre Garber
Chief Executive Officer
Telephone: 647-947-0223
Email: IR@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 news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
