Ms. Elaine Kunda reports

NOWVERTICAL ANNOUNCES CLOSING OF AN INITIAL TRANCHE OF A $15.1 MILLION BROKERED PRIVATE PLACEMENT AND APPOINTMENT OF KINGSLEY WARD AND ANDRE GARBER TO THE BOARD OF DIRECTORS

Nowvertical Group Inc. has closed the unit (as defined below) portion of its previously announced best efforts private placement offering for aggregate gross proceeds of up to $15.1-million. The unit portion of the offering closed today for aggregate gross proceeds of $5.1-million. Clarus Securities Inc. is acting as sole agent and bookrunner in respect of the offering.

In addition, the company has received binding subscription agreements for the convertible debenture unit (as defined below) portion of the offering, which will be for aggregate gross proceeds of $10-million and is expected to close in the coming days.

In connection with the closing of the initial tranche of the offering, the company is pleased to announce the appointment of its chief executive officer, Andre Garber, to the board of directors of the company, alongside J.R. Kingsley Ward, who has been appointed executive chair of the board of directors of the company. The company also announces the resignation of David Charron from the board of directors, who will be devoting more time to his executive obligations.

The company extends its sincere appreciation to Mr. Charron for his service and valuable contributions to the company and wishes him continued success in his future endeavours.

"On behalf of the board of directors, I am very pleased to welcome J.R. Kingsley to the board," said Elaine Kunda, chair of the board of directors of Nowvertical. "Kingsley's deep capital markets expertise and decades of experience structuring and monetizing investments will be of great use to the company as we execute our growth strategy. I am also delighted to have Andre rejoin the board. As a co-founder and our chief executive officer, Andre brings an unmatched understanding of our business and his perspective will be invaluable to the board's work. I would also like to thank David for his dedicated service and valuable contributions to Nowvertical during his time on the board and we wish him every success in his future endeavours."

Mr. Garber is a co-founder of the company and currently serves as its chief executive officer. He was previously the company's interim chief executive officer as of June, 2026, and, prior to that, he held the role of the company's chief development officer. Since the founding of the company, Mr. Garber has led the company's mergers and acquisitions and acquisition financing programs. Mr. Garber is a lawyer with experience in corporate finance and M&A (merger and acquisition). Prior to co-founding Nowvertical, he was a partner at a leading national law firm, where his practice focused on working with start-up and early-stage companies. He holds a juris doctor from the University of Windsor and a bachelor of arts from Ryerson University (now Toronto Metropolitan University).

Mr. Ward brings over 30 years of experience initiating, structuring and monetizing private equity investments. He began his career at the head office of his family's group of companies, Vimy Ridge Group Investments Inc., where he currently serves as chairman. Mr. Ward is also a managing partner at VRG Capital and serves as chairman of Data Communications Management Corp., one of Canada's largest marketing and brand management businesses, and as a director of Dominion Lending Centres Inc., Canada's leading network of mortgage professionals. Previously, Mr. Ward served as executive chairman of Trubar Inc., a consumer-packaged goods and brand marketing company, and as a director and chairman of Healwell AI Inc., a health care technology company focused on artificial intelligence and data science for preventative care. Throughout his career, he has also served on the boards of numerous other public and private companies.

In connection with the initial tranche, the company issued 42.5 million units of the company at a price of 12 cents per unit, for gross proceeds of $5.1-million. Each unit comprises one Class A subordinate voting share in the capital of the company and one-half of one common share purchase warrant. Each unit warrant entitles the holder to acquire one common share at a price of 20 cents for 24 months following the closing.

The second tranche of the offering is expected to close in the coming days and to comprise 10,000 convertible debenture units of the company, for gross proceeds of $10-million. Each convertible debenture unit will comprise $1,000 principal amount of 10 per cent senior unsecured convertible debentures of the company and 2,500 common share purchase warrants. The convertible debentures shall mature on the date that is 36 months following the closing of the second tranche and shall be convertible into common shares, at the holders' option, at a price of 20 cents per common share. Each debenture warrant entitles the holder to acquire one common share at a price of 25 cents for 36 months following the closing of the second tranche. The company shall have the right to satisfy the payment of interest payable either in cash or common shares at a price equal to the market price (as defined under the policies of the TSX Venture Exchange) as at the date the interest becomes due and payable.

The company intends to use the net proceeds of the offering to strengthen its balance sheet, to support the execution of its growth strategy, and for working capital and general corporate purposes.

In connection with the first tranche, Teraz Fund subscribed for 25 million units for proceeds of $3-million. The acquisition by Teraz will result in Teraz being deemed an insider of the company. Accordingly, Teraz's subscription in respect of 15,833,334 units of such 25 million units closed in escrow pending clearance of the required personal information forms by the TSX Venture Exchange. Spartan Fund Management Inc. is the portfolio manager and trustee of Teraz. Postclosing, assuming the release of the units from escrow, Teraz will hold 27,697,000 common shares and 12.5 million unit warrants, representing 19.90 per cent of the issued and outstanding common shares on an undiluted basis, and 26.50 per cent on a partially diluted basis (assuming the exercise of the unit warrants held by Teraz). The indenture governing the unit warrants prohibits the exercise of the unit warrants if such exercise would result in the creation of a control person of the company unless company shareholder approval is obtained in accordance with TSX-V policies.

In consideration for the agent's services in connection with the initial tranche, the agent received a cash commission of $102,925. In addition, the company issued to the agent 1,193,500 non-transferable broker warrants. Each broker warrant is exercisable to acquire one unit at a price of 12 cents per unit for a period of 24 months from the closing.

Certain directors, officers and their affiliates participated in the initial tranche in the amount of 554,164 units and have entered into subscription agreements pursuant to which they will acquire 616 convertible debenture units in connection with the second tranche. Participation in the offering by insiders of the company constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The issuance of securities to insiders of the company is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b) as the company's shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in Section 5.7(a) of MI 61-101, in that the fair market value of the consideration of the securities issued to the insiders of the company does not exceed 25 per cent of the company's market capitalization. The company did not file a material change report at least 21 days in advance of the closing as the participation of such directors, officers and their affiliates in the offering had not been confirmed at that time.

All securities issued in the initial tranche are subject to a hold period expiring four months and one day from the closing.

About Nowvertical Group Inc.

Nowvertical is a global data and analytics company that helps clients transform data into tangible business value with AI (artificial intelligence), 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.

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