NOW strengthens its government vertical with definitive agreement to acquire leading U.S. defense business, bringing critical analytic and executional capabilities to the public sector

All amounts are in US dollars unless otherwise specified

TORONTO, Dec. 21, 2021 /CNW/ – NowVertical Group Inc. (TSXV: NOW) (“NOW” or the “Company“), a global big data software and services company, is pleased to announce that it has entered into a definitive agreement to acquire 100% of the issued and outstanding securities of Allegient Defense, Inc. (“Allegient Defense“), a U.S.-based government defense contractor providing Systems Engineering and Technical Assistance support to the Department of Defense through data analysis and assessment of cutting edge technologies (the “Transaction“).

NowVertical Group is acquiring Allegient Defense as part of their expansion into the U.S. public sector. As a trusted advisor and partner to the U.S. Federal Government, Allegient Defense provides technical expertise related to cloud computing, data analytics, AI and autonomy, directed energy, unmanned aerial vehicles, and next-generation weapons systems. These problem solvers will play a core role in the delivery of NOW’s Vertical Intelligence (VI) Government software and solutions, increasing access to industry-specific programmatic automations and analytic expertise.

Allegient Defense’s innovative approach to providing evaluations and solutions for the U.S. Federal Government earned them SECAF’s award of Government Contractor of the Year for contractors in the $7.5 to $15M revenue group. They have developed deep experience working on behalf of organizations like U.S. Office of Naval Research (ONR), Defense Advanced Research Projects Agency (DARPA), and United States’ departments of Defense, State, and Energy.

“This acquisition by NOW is going to jumpstart a new chapter for our company. The power of the NOW platforms and vision of the team means that we’ll be able to bring a whole new range of critical solutions to bear for our clients,” said Angel Diaz, PMP, CEO of Allegient Defense. “We’re incredibly proud of everything we have accomplished at Allegient over the past 11 years and can’t wait for what the future is going to bring.”

“Allegient Defense is a critical component of NOW’s Government VI solution set. Their analysts and service providers will bring the expert insight and experience necessary to tailor our approach and guarantee success for our public sector clients,” said Daren Trousdell, Chairman & CEO of NOW. “By adding a deep bench of seasoned experts with direct experience in the public sector, we’re able to provide not just technologies but also true solutions for our clients and guarantee that they’re able to win in an increasingly complicated and competitive world.”

Allegient Defense’s current contracted revenue backlog with its customers from 2022 to 2025 is approximately $66,000,000. Allegient Defense currently has approximately 75 full time employees.

Transaction Details

Pursuant to the terms of a stock purchase agreement dated December 20, 2021, the Company has agreed to acquire Allegient Defense for total aggregate consideration of $10.4 million, consisting of (i) a closing cash payments of $1,800,000, (ii) a deferred cash payment of $200,000 payable 12 months post-closing, (iii) the issuance on closing of subordinate voting shares of the Company valued at $600,000 at the greater of (A) the CAD equivalent of US$1 per share and (B) the Company’s 20-day VWAP pre-closing, (iv) the assumption of a third party loan to Allegient Defense with an outstanding balance of approximately $3,800,000, which will be partially repaid and refinanced as of Closing, and (v) an earn-out of up to an additional $4,000,000 payable in subordinate voting shares of NOW (valued using the same method as the subordinate voting shares to be issued at closing) and/or cash, payable over a three-year period post-closing and based on Allegient Defense achieving certain EBITDA targets.

Closing of the acquisition is subject to customary closing conditions, including the receipt of TSXV approval and certain U.S. regulatory approvals.

About NowVertical Group Inc.

NOW is a big data, Vertical Intelligence (VI) software and services company that is growing organically and through acquisition. NOW’s Vertical Intelligence 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 Vertical Intelligence 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.

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.

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.

TORONTO, Nov. 19, 2021 /CNW/ – NowVertical Group Inc. (TSXV: NOW) (“NOW” or the “Company“), a global big data, Vertical Intelligence (VI) software and services company, is pleased to announce its financial results for the three and nine months ended September 30, 2021.

Third Quarter 2021 Highlights

• Revenues and adjusted revenues for the three months ended September 30, 2021 were $957,708, an increase of nearly 25% compared to pro forma revenues and pro forma adjusted revenues of $768,018 for the three months ended September 30, 2020.
• Gross profit for the three months ended September 30, 2021 was $801,903, an increase of nearly 16% compared to pro forma gross profit of $693,030 for the three months ended September 30, 2020.
• On a full year pro forma basis, including the Company’s recent acquisitions of 100% of the securities of Affinio Inc. (“Affinio“) and substantially all of the assets of DocAuthority Ltd. (“DocAuthority“) , NOW’s acquisition strategy has grown revenues from zero to approximately $7.1 million for the last twelve months ended September 30, 2021.
• On October 1, 2021, the Company acquired substantially all of the assets of DocAuthority, an Israeli-based data governance software-as-a-service (SAAS) platform that helps companies save money and reduce risk by organizing, managing and protecting their data. DocAuthority was founded in 2013, and its customers use its software platform to automatically catalogue their data and documents to define the assets they have, what such assets contain, where they reside, and who has access to them, thus allowing customers to reduce risk and focus on doing more with their data.
• On November 1, 2021 the Company acquired 100% of the issued and outstanding securities of Affinio, a Canadian-based audience insights and privacy-safe customer analytics platform company. Affinio was founded in 2013 with a focus on identifying and understanding the underpinning connections that can exist across massive data sets. Affinio users can work across a variety of data sources to leverage rich customer insights and powerful privacy-safe data collaboration enterprise-wide, all without having to move their data.
• On November 10, 2021, the Company filed a preliminary short form prospectus with the securities commissions or similar regulatory authorities in each of the provinces of Canada (other than Quebec), in connection with an overnight marketed public offering (the “Offering“) of units of the Company (the “Units“) for minimum gross proceeds of CAD$5.0 million and maximum gross proceeds of CAD$8.0 million and an over-allotment option of 15%. On November 11, 2021,the Company announced that due to strong investor demand, it has increased the size of the Offering. Under the amended terms, the Company intends to issue the Units at a price of CAD$0.95 per Unit, for minimum gross proceeds of CAD$5,000,000 and maximum gross proceeds of CAD$9,000,015 (“Maximum Offering Size“). In the event the over-allotment option is exercised in full under the Maximum Offering Size, the aggregate gross proceeds of the Offering will be CAD$10,350,017. Closing of the Offering is subject to customary closing conditions, including, but not limited to, the approval of the security regulatory authorities and the TSX Venture Exchange (the “TSXV“).

“NOW has successfully acquired three innovative software companies since going public on July 5, 2021, with each deal adding blue-chip global customers, key management and technology leaders and new growing multi-year SAAS revenue for the group. We are excited to continue to acquire and integrate great companies into the NOW platform, with further revenue growth and market expansion expected for Q4 2021 and 2022”, said Daren Trousdell, Chairman and CEO of NOW.

Marketing Services Agreement

On November 18, 2021, NOW entered into a marketing services agreement (the “Marketing Agreement“) with AGORA Internet Relations Corp. (“AGORACOM“) pursuant to which AGORACOM will provide marketing services in exchange for subordinate voting shares of the Company, subject to TSXV approval. The term of the Marketing Agreement is for 12 months effective November 1, 2021.

Pursuant to the terms of the Marketing Agreement, and subject to TSXV approval, the Company intends to issue subordinate voting shares equal to CAD$100,000 plus HST to AGORACOM in instalments over the next 12 months. The number of subordinate voting shares to be issued at the end of each period in which AGORACOM provides services to the Company will be determined by using the closing price of such shares on the TSXV on the first trading day following the end of each period.

Additional Information

The Company’s interim condensed consolidated financial statements, notes to financial statements, and management’s discussion and analysis for the three and nine months ended September 30, 2021 are available on the Company’s SEDAR profile at www.sedar.com. Unless otherwise indicated, all references to “$” in this press release refer to US dollars, and all references to “CAD$” in this press release refer to Canadian dollars.

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.

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.

About NowVertical Group Inc.

NOW is a big data, Vertical Intelligence (VI) software and services company that is growing organically and through acquisition. NOW’s Vertical Intelligence 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 Vertical Intelligence 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.

TORONTO, Dec. 15, 2021 /CNW/ – 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 10,894,756 units of the Company (the “Units“) at a price of $0.95 per Unit for gross proceeds of C$10,350,018. This amount includes gross proceeds from the full exercise of the over-allotment option granted to the Agent (as defined below) to purchase an additional 1,421,056 Units from the Company.

The Offering was conducted on a “best efforts” basis by Echelon Wealth Partners Inc. (the “Agent“), as sole agent and bookrunner.

Each Unit consists of one Class A subordinate voting share of the Company (each a “Subordinate Voting Share“) and one-half of one Subordinate Voting Share purchase warrant (each whole warrant, a “Warrant” and collectively the “Warrants“). Each Warrant is exercisable for one Subordinate Voting Share at a price of C$1.25 per Subordinate Voting Share for a period of 24 months following closing of the Offering. The Company has received approval from the TSX Venture Exchange (the “TSXV“) to list the Warrants under the symbol “NOW.WT”. The Warrants are expected to commence trading on the TSXV on the date hereof.

The Company filed a short form prospectus in respect of the Offering with the securities commissions of each of the Provinces of Canada, except Quebec, on December 7, 2021. The short form prospectus is available on SEDAR at www.sedar.com.

The Company intends to use the net proceeds of the Offering (i) to increase its sales and marketing team, (ii) to increase its finance and operations team, (iii) for product development, (iv) for general and administrative expenses and (v) to close potential acquisitions.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About NowVertical Group Inc.
NOW is a global big data software and services company that helps businesses win in the digital economy by helping its clients better understand, manage and utilize their data. NOW is focusing on scaling its current efforts with customers in a variety of verticals including but not limited to automotive and OEM, government, law enforcement, healthcare, financial services, e-commerce, and energy and renewables, and is pursuing an acquisition strategy focused on profitable and accretive data analytics software and services companies in other under-utilized data rich industries. NOW is positioned to be an invaluable tool for executives and bureaucrats to make data informed decisions affecting billions of people globally. For more information about the Company, visit www.nowvertical.com.

Forward-Looking Information
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 proposed 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 other things, failure to complete the Offering). 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.

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.

TORONTO, Nov. 11, 2021 /CNW/ – NowVertical Group Inc. (TSXV: NOW) (“NOW” or the “Company“) is pleased to announce that due to strong investor demand, it has increased the size of its previously announced overnight marketed public offering (the “Offering“) of units of the Company (the “Units“). Under the amended terms, the Company intends to issue the Units at a price of C$0.95 per Unit, for minimum gross proceeds of C$5,000,000 and maximum gross proceeds of C$9,000,015 (“Maximum OfferingSize“). In the event the Over-Allotment Option (as defined below) is exercised in full under the Maximum Offering Size, the aggregate gross proceeds of the Offering will be C$10,350,017.

The Company filed a preliminary short form prospectus in respect of the Offering with the securities commissions of each of the Provinces of Canada, except Quebec, on November 10, 2021. The amended terms of the Offering will be included in the final short form prospectus for the Offering.

Each Unit will consist of one subordinate voting share of the Company (each a “Subordinate Voting Share“) and one-half of one Subordinate Voting Share purchase warrant (each whole warrant, a “Warrant” and collectively the “Warrants“). Each Warrant will be exercisable for one Subordinate Voting Share at a price of C$1.25 per Subordinate Voting Share for a period of 24 months following closing of the Offering.

The Offering will be conducted by Echelon Wealth Partners Inc. (the “Agent“), as sole agent and bookrunner.

The Company has granted the Agent an option, exercisable in whole or in part, at any time and from time to time for a period of 30 days from and including the closing of the Offering, to purchase from the Company up to an additional 15% of the Units sold under the Offering, on the same terms and conditions of the Offering, to cover over-allotments, if any, and for market stabilization purposes (the “Over-Allotment Option“). The Over-Allotment Option may be exercised by the Agent to purchase additional Units, Subordinate Voting Shares, Warrants or any combination thereof.

The Offering will be completed on a “best efforts” basis through the Agent (i) by way of a short form prospectus filed in each of the Provinces of Canada, other than Quebec; (ii) on a private placement basis in the United States pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act“); and (iii) outside Canada and the United States on a basis which does not require the qualification or registration of any of the Company’s securities under domestic or foreign securities laws.

The Offering is expected to close on or about December 7, 2021, or such other date as the Company and the Agent may agree. Closing of the Offering is subject to customary closing conditions, including, but not limited to, the execution of an agency agreement and the receipt of all necessary regulatory approvals, including the approval of the securities regulatory authorities and the TSX Venture Exchange.

The Company intends to use the net proceeds of the Offering (i) to increase its sales and marketing team, (ii) to increase its finance and operations team, (iii) for product development, (iv) for general and administrative expenses and (v) to close potential acquisitions.

The preliminary short form prospectus is available on SEDAR at www.sedar.com.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About NowVertical Group Inc.
NOW is a global big data software and services company that helps businesses win in the digital economy by helping its clients better understand, manage and utilize their data. NOW is focusing on scaling its current efforts with customers in a variety of verticals including but not limited to automotive and OEM, government, law enforcement, healthcare, financial services, e-commerce, and energy and renewables, and is pursuing an acquisition strategy focused on profitable and accretive data analytics software and services companies in other under-utilized data rich industries. NOW is positioned to be an invaluable tool for executives and bureaucrats to make data informed decisions affecting billions of people globally. For more information about the Company, visit www.nowvertical.com.

Forward-Looking Information
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 closing of the Offering, the proposed 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 other things, failure to complete the Offering). 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.

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.

TORONTO, Nov. 10, 2021 /CNW/ – NowVertical Group Inc. (TSXV: NOW) (“NOW” or the “Company“) is pleased to announce that it has filed a preliminary short form prospectus with the securities commissions or similar regulatory authorities in each of the Provinces of Canada (other than Quebec) (the “Canadian Jurisdictions“), in connection with an overnight marketed public offering (the “Offering“) of units of the Company (the “Units“) for minimum gross proceeds of C$5,000,000 and maximum gross proceeds of C$8,000,000.

Each Unit will consist of one subordinate voting share of the Company (each a “Subordinate Voting Share“) and one-half of one Subordinate Voting Share purchase warrant (each whole warrant, a “Warrant” and collectively the “Warrants“).

The Offering will be conducted by Echelon Wealth Partners Inc. (the “Agent“), as sole agent and bookrunner, and is subject to customary closing conditions, including the approval of the securities regulatory authorities and the TSX Venture Exchange.

The Offering will be completed (i) by way of a short form prospectus to be filed in the Canadian Jurisdictions; (ii) on a private placement basis in the United States pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act“); and (iii) outside Canada and the United States on a basis which does not require the qualification or registration of any of the Company’s securities under domestic or foreign securities laws.

The Offering is expected to close on or about December 7, 2021, or such other date as the Company and the Agent may agree.

The size of the Offering and the price per Unit (the “Issue Price“) will be determined in the context of the market.

The Company has granted the Agent an option to purchase up to an additional 15% of the Units sold under the Offering, at the Issue Price. The Over-Allotment Option may be exercised in whole or in part to purchase Subordinate Voting Shares, Warrants or Units as determined by the Agent upon written notice to the Company at any time and from time to time  for a period of 30 days from and including the closing date of the Offering (the “Over-Allotment Option“).

The Company intends to use the net proceeds of the Offering (i) to increase its sales and marketing team, (ii) to increase its finance and operations team, (iii) for product development, (iv) for general and administrative expenses and (v) to close potential acquisitions.

The preliminary short form prospectus is available on SEDAR at www.sedar.com.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About NowVertical Group Inc.
NOW is a global big data software and services company that helps businesses win in the digital economy by helping its clients better understand, manage and utilize their data. NOW is focusing on scaling its current efforts with customers in a variety of verticals including but not limited to automotive and OEM, government, law enforcement, healthcare, financial services, e-commerce, and energy and renewables, and is pursuing an acquisition strategy focused on profitable and accretive data analytics software and services companies in other under-utilized data rich industries. NOW is positioned to be an invaluable tool for executives and bureaucrats to make data informed decisions affecting billions of people globally. For more information about the Company, visit www.nowvertical.com.

Forward-Looking Information
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 closing of the Offering, the proposed 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 other things, failure to complete the Offering). 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.

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.

NOW’s acquisition will expand their position with media and marketing enterprises while also expanding their investment in the Canadian technology community.

TORONTO, Nov. 1, 2021 /CNW/ – NowVertical Group Inc. (TSXV: NOW) (“NOW” or the “Company“), a global big data software and services company, is pleased to announce that it has closed its previously announced plans to acquire 100% of the issued and outstanding securities of Affinio Inc. (“Affinio“), a venture-capital backed audience insights and privacy-safe customer analytics platform (the “Transaction“).

Affinio’s global enterprise customers leverage Affinio’s proprietary graph analytics technology to map previously unknown affinities and interests among their social audience. The platform has helped marketers and analysts alike uncover deep connections so customers can identify unique partnerships, value propositions, and actionable intelligence.

In February 2020, Affinio began a partnership to expand its graph analytics technology to live natively in Snowflake’s Data Warehouse. This new approach has allowed Affinio customers to unlock new analytics opportunities as they expand use of the platform to facilitate privacy-safe data collaboration across verticals.

“Affinio enables CPG customers to leverage graph networks on top of a global data mesh to generate consumer insights that were never before realized and previously unachievable,” said Erik Mitchell, Founder and Principal Consultant at Seek Data, a leading  Snowflake integration partner and data strategy and analytics consultancy. “Affinio’s integration with Snowflake will allow customers to work across all of their third-party data providers and partner in a privacy-safe way, using graph networks to generate consumer insights at scale without requiring additional first-party data inputs.”

NOW will be retaining the entire current Affinio staff as it seeks to expand its footprint in the local Canadian technology community. Co-Founders Tim Burke and Stephen Hankinson will also be staying on with Burke moving into the role of President of Affinio and Hankinson retaining his role as CTO. NOW plans to grow Affinio’s 2020 revenue by reinvesting to support Affinio’s legacy social graph analytics technology while continuing to expand resourcing and investment in the Snowflake integration.

“The initial draw with Affinio was its technology and amazing customers. Taking a data-driven approach to customer analytics and insights is critical for the modern enterprise and Affinio’s graph technology provides truly novel and actionable insights for analysts of all stripes,” said Daren Trousdell, Chairman & CEO of NOW. “As we started to dig in further, though, we came to appreciate the talent, strength, and drive of the collective Affinio team members and we knew we had an opportunity too good to pass up.”

Transaction Details

Pursuant to the terms of a share purchase agreement dated October 18, 2021, the Company acquired Affinio for total aggregate consideration of US$7.3 million, consisting of (i) a cash payment of US$3 million on closing, (ii) the issuance of subordinate voting shares of the Company on closing with an aggregate value of US$1.3 million, at a price per share equal to the Canadian dollar equivalent of US$1.00, (iii) a deferred cash payment of US$1.5 million payable on July 2, 2022 and (iv) a deferred cash payment of US$1.5 million payable on March 1, 2023.

Addition of Integral Wealth as Market Maker and RBMG for Marketing Services

The Company also announces that it has retained Integral Wealth Securities Limited (“Integral“) to provide market making services in accordance with the policies of the Exchange, for the purposes of maintaining an orderly market and improving the liquidity of the Company’s common share shares traded on the Exchange.

In consideration of the services provided by Integral, the Company will pay Integral a monthly cash fee of C$7,500, plus any reasonable costs and expenses it incurs in connection with the services provided. The Company has retained Integral for no less than a three-month term. Integral will not receive any securities of NOW as compensation pursuant to the agreement. The Company and Integral are unrelated and unaffiliated entities.

The Company also announces that it has retained RB Milestone Group LLC (“RBMG“) to provide investor relations advisory services to the Company for no less than a six-month term. RBMG will not receive any securities of NOW as compensation pursuant to the agreement. The Company and RBMG are unrelated and unaffiliated entities.

About NowVertical Group Inc.

NOW is a global big data software and services company that helps businesses win in the digital economy by helping its clients better understand, manage and utilize their data. NOW is focusing on scaling its current efforts with customers in a variety of verticals including but not limited to automotive and OEM, government, law enforcement, healthcare, financial services, e-commerce, and energy and renewables, and is pursuing an acquisition strategy focused on profitable and accretive data analytics software and services companies in other under-utilized data rich industries. NOW is positioned to be an invaluable tool for executives and bureaucrats to make data informed decisions affecting billions of people globally. For more information about the Company, visit www.nowvertical.com.

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.

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.