TORONTO, Ontario – October 18, 2022 /Globe Newswire/ – NowVertical Group Inc. (TSX-V: NOW) (“NOW” or the “Company”), a big data, analytics, and vertical intelligence (“VI”) software and solutions company today announced another solid quarter of contract renewals for NOW Affinio, its audience intelligence engine for segmenting, analyzing and understanding social audiences. Year to date, NOW Affinio has achieved a best-in-class SaaS industry retention rate and added numerous new clients to its customer roster. The renewals span several large multinational brands and agencies, including Starz, Universal Music (UK), Fleishman Hillard True Global Intelligence, Leo Burnett, Digitas, and Formerly Known As (FKA).  NOW is further encouraged by the solid start for the fourth quarter with the renewals of PVH, which owns brands such as Tommy Hilfiger and Calvin Klein, and award-winning Culture & Lifestyle agencies like Cashmere.

“We are delighted to reaffirm our strong relationships with our customers. It is a testament to the power of the NOW platform and our mission to empower decision-makers in every organization with the confidence to make bold data-backed decisions,” said Daren Trousdell, Chairman and CEO of NOW. “We are excited by the reception NOW continues to receive for its SaaS products and further encouraged by the strong start to the fourth quarter.”

About NOW Affinio

Powered by graph analytics, NOW Affinio unlocks meaningful patterns and relationships across social data, allowing you to understand and visualize audiences through their shared interests or affinities. With NOW Affinio, customers flexibly define audiences through any lens, and the data is collected and segmented to surface insights in an easy-to-understand dashboard.

About NowVertical Group Inc.

NOW is a big data, analytics, and 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 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.

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

TORONTO, Ontario – October 11, 2022 /Globe Newswire/ – NowVertical Group Inc. (TSX-V: NOW) (“NOW” or the “Company”), a big data, analytics, and vertical intelligence (“VI”) software and solutions company is announcing today that Allegient Defense, NOW’s US-based subsidiary, is on the winning team for a 36 month, seven-figure direct award in support of the U.S. Department of Energy’s (DOE) technology transfer activities. Under the contract, Allegient will work as a team with the Office of Technology Transitions (OTT) to increase data analysis and visualization capabilities across multiple departments within the DOE.

The OTT serves as the central hub for the technology transfer activities across the DOE’s extensive research and development enterprise.  Under the new three-year agreement, Allegient will, in conjunction with its teaming partners at Energetics, LLC and the Fila Group, provide program analysis, management, strategic planning, research, and evaluation across the OTT’s research and development portfolio.  Building on its previous relationship with the DOE, Allegiant will utilize its expanded solution set to empower practical analytical tools and information for assessing its program’s overall performance and success in meeting its mandates.

“Our work with the DOE is another successful example of how NOW enables transformation at enterprise scale,” said Daren Trousdell, Chairman and CEO of NOW. “Technology transfer is a complex and dynamic process, and NOW is excited to show real results for their analytics investment. By utilizing NOW’s software platform, alongside our teams’ decades of public sector experience, we look forward to providing the DOE and its departments with some of the most advanced analytical capabilities available in the marketplace today.”

About The Office of Technology Transitions

Comprised of 17 national labs and sites, the OTT’s world-class scientific researchers, and an extensive portfolio of intellectual property, it focuses on ensuring ground-breaking scientific discoveries achieve their maximum public return and impact, advancing the economic, energy, and national security interests of the United States.

About NowVertical Group Inc.

NOW is a big data, analytics, and 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 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.

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

TORONTO, ON, October 5, 2022 – NowVertical Group Inc. (TSXV: NOW) (“NOW” or the “Company”) is pleased to announce the closing of its previously announced marketed public offering (the “Public Offering”) of 4,569 senior unsecured convertible debenture units of the Company (the “Debenture Units”) and its concurrent private placement of 500 Debenture Units (the “Concurrent Private Placement” and, together with the Public Offering, the “Offering”) at a price of $1,000 per Debenture Unit for total gross proceeds of C$5,069,000. The Offering was conducted on a “best efforts” agency basis by Echelon Wealth Partners Inc. (the “Agent”), as sole agent and bookrunner.

Each Debenture Unit consists of one 10% senior unsecured convertible debenture of the Company (each a “Convertible Debenture”) having a face value of C$1,000 (the “Principal Amount”) and 715 Class A subordinate voting share purchase warrants of the Company (each a “Warrant”, and collectively the “Warrants”), representing 75% warrant coverage.

The Convertible Debentures will mature 36 months from the date hereof (the “Maturity Date”). The Principal Amount per Convertible Debenture shall be convertible, for no additional consideration, into Class A subordinate voting shares of the Company (each a “Subordinate Voting Share”) at the option of the holder (with the exception of the Company Conversion as set out below) in whole or in part at any time and from time to time prior to the earlier of: (i) the close of business on the Maturity Date, and (ii) the business day immediately preceding the date specified by the Company for redemption of the Convertible Debentures upon a change of control at a conversion price per share equal to C$1.05 subject to adjustment in certain events (the “Conversion Price”).

Each Warrant is exercisable for one Subordinate Voting Share at a price of C$1.25 per Subordinate Voting Share for a period of 36 months following the date hereof. The Company has received approval from the TSX Venture Exchange (the “TSXV”) to list the Warrants issued under the Public Offering under the symbol “NOW.WT.A”. The Warrants are expected to commence trading on the TSXV on the date hereof.

The Company will be entitled to force the conversion (the “Company Conversion”) of the Principal Amount of the then outstanding Convertible Debentures at the Conversion Price on not more than 60 days’ and not less than 30 days’ notice (i) in the event that the daily volume weighted average trading price of the Subordinate Voting Shares on the TSXV is greater than C$1.60 per share for 10 consecutive trading days of the Subordinate Voting Shares on the TSXV preceding such notice, or (ii) in connection with an equity or similar financing (either qualified by a prospectus or by way of private placement) involving Subordinate Voting Shares, or warrants exercisable for Subordinate Voting Shares, resulting in aggregate gross proceeds to the Company of not less than C$12,500,000 (the “Qualified Financing”), in each case subject to the Company Conversion being permitted under the policies of the TSXV for any trading of the Subordinate Voting Shares at that time. If a Qualified Financing is completed at a price per security that is lower than the Conversion Price (with such Conversion Price being calculated, in the case of warrants, by adding the issue and exercise price), the Conversion Price will be reduced to equal the greater of $0.10 and the closing price of the Subordinate Voting Shares on the TSXV on the day before the press release announcing the Qualified Financing is disseminated, provided that, among other things, the conditional approval of the TSXV is obtained.

The Company filed a prospectus supplement dated September 26, 2022 in respect of the Public Offering, which supplemented a short form base shelf prospectus of the Company dated January 21, 2022, each of which was filed with the securities commissions of each of the Provinces of Canada, except Quebec. The prospectus supplement and the short form base shelf prospectus are available on the Company’s SEDAR profile at www.sedar.com. There have been no changes to the material terms of the Debenture Units since the press release issued September 22, 2022 disclosing the pricing terms of the Offering.

The Company intends to use the net proceeds of the Offering for (i) deferred payments related to acquisitions, (ii) working capital, and (iii) general corporate purposes.

The Convertible Debentures and Warrants issued in respect of the Concurrent Private Placement are subject to a four-month hold period and are therefore not freely tradeable until February 6, 2023. In connection with the Offering, the Company paid the Agent an agency fee comprised of a cash fee of $354,830 and the issuance of 337,933 broker warrants, with $35,000 of such cash fee and 33,333 of such broker warrants being paid or issued in respect of the Concurrent Private Placement, as applicable.

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 United States Securities Act of 1933, as amended (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 big data, analytics and Vertical Intelligence (“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.

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.

For more information about the Company, visit www.nowvertical.com. 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

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, the failure to use the proceeds of the Offering as set forth herein). 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.

TORONTO, Ontario – Sept. 29, 2022 – NowVertical Group Inc. (TSX-V: NOW) (“NOW” or the “Company”), a big data, analytics, and vertical intelligence (“VI”) software and solutions company is pleased to announce that NOW has won a 2022 AI TechAward for Best in Big Data AI. The 2022 AI TechAwards celebrate technical innovation, adoption, and reception in the AI, Machine Learning & Data Science industry and by the global developer community.

The 2022 AI TechAwards are given out for 20 categories to celebrate technical innovation, adoption and reception in the AI & Machine Learning industry by the developer community. Judging and selection for AI DevWorld is conducted by their Advisory Board, which consists of industry veterans, experts and leaders from globally recognized AI and technology organizations. In 2022, AI DevWorld received hundreds of nominations and selected the NOW Privacy platform based on three criteria:

• Attracting notable attention and awareness in the AI, Machine Learning & Data Science industry;
• General regard and use by the developer & engineering community; and
• Being a leader in its sector for innovation.

“We are proud to be selected as a best-in-class solution for Big Data AI,” said Daren Trousdell, Chairman and CEO of NOW. “NOW Privacy allows organizations to discover, protect and innovate on their data in ways that haven’t been possible until now. By introducing domain-centric workflows and automations into a customer’s data governance approach, we’ve seen them transform operations and begin to make bolder decisions with the confidence of data. Our mission is to help organizations realize the promise of Big Data AI in their everyday experience. We couldn’t be more excited and proud to receive this honor recognizing our team’s strides in this space.”

“NowVertical’s NOW Privacy is a great example of the newest AI & Machine Learning technologies, allowing developers & engineers to build upon the burgeoning AI/ML industry. Today’s cloud-based software and hardware increasingly run on systems needing increased data and intelligence. NowVertical’s win here at the 2022 AI TechAwards is evidence of their leading role in the growth of the AI ecosystem,” said Jonathan Pasky, Executive Producer & Co-Founder of DevNetwork, producer of AI Dev World & the 2022 AI TechAwards.

NOW’s award will be presented at the 2022 AI TechAwards Ceremony on October 25, 2022 at the San Jose Convention Center during AI DevWorld, the largest Artificial Intelligence, Machine Learning & Data Science development conference with tracks covering Open Source AI, AI for the Enterprise, NLP, MLOps/AIOps, Deep AI, Neural Networks, AI Frameworks, Data Science and Predictive Models.

About NowVertical Group Inc.

NOW is a big data, analytics, and 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 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.

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

TORONTO, ON, Sept. 22, 2022 – NowVertical Group Inc. (“NowVertical”, or the “Company”) (TSXV:NOW) is pleased to announce the pricing and terms of its previously announced marketed offering (the “Offering”). The Offering will be completed on a commercially reasonable “best efforts” agency basis and consist of convertible debenture units (the “Debenture Units”) of the Company for gross proceeds of C$5,000,000.

Each Debenture Unit will consist of one 10% senior unsecured convertible debenture (each a “Convertible Debenture”) of the Company having a face value of C$1,000 (the “Principal Amount”) and 715 subordinate voting share purchase warrants of the Company (each a “Warrant”), representing 75% warrant coverage.

The Convertible Debentures will mature 36 months from the Closing Date (as hereinafter defined) (the “Maturity Date”). The Principal Amount per Convertible Debenture, together with then accrued and unpaid interest thereon, shall be convertible, for no additional consideration, into subordinate voting shares of the Company (the “Subordinate Voting Shares”) at the option of the holder (with the exception of the Company Conversion as set out below) in whole or in part at any time and from time to time prior to the earlier of: (i) the close of business on the Maturity Date, and (ii) the business day immediately preceding the date specified by the Company for redemption of the Convertible Debentures upon a Change of Control at a conversion price per share equal to C$1.05 subject to adjustment in certain events (the “Conversion Price”).

The Company will be entitled to force the conversion (the “Company Conversion”) of the Principal Amount of the then outstanding Convertible Debentures at the Conversion Price on not more than 60 days’ and not less than 30 days’ notice (i) in the event that the daily volume weighted average trading price of the Subordinate Voting Shares on the TSX Venture Exchange (“TSXV”) is greater than C$1.60 per share for 10 consecutive trading days of the Subordinate Voting Shares on the TSXV preceding such notice, or (ii) in connection with a qualified equity or similar financing involving Subordinate Voting Shares, or warrants exercisable for Subordinate Voting Shares, resulting in aggregate gross proceeds to the Company of not less than $12,500,000 (the “Qualified Financing”), in each case, subject to the Company Conversion being permitted under the policies of the TSXV for any trading of the Subordinate Voting Shares at that time. If the Qualified Financing is completed at a price per security less than the Conversion Price (in the case of warrants calculated by adding the issue and exercise price), the Conversion Price in connection with the Convertible Debentures will get ratcheted down to equal the price per security under the Qualified Financing.

The Convertible Debentures shall bear interest at a rate of 10% per annum from the date of issue, payable quarterly in arrears on the last day of March, June, September, and December in each year, commencing December 31, 2022. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The December 31, 2022 interest payment will represent accrued interest for the period from the Closing Date to December 31, 2022.

Each Warrant shall entitle the holder thereof to acquire one Subordinate Voting Share for an exercise price of C$1.25 for a period of 36 months following the Closing Date.

The Offering will be completed by way of a prospectus supplement to the short form base shelf prospectus of the Company dated January 21, 2022 to be filed in with the securities commissions in all the Provinces of Canada except Quebec. The Company intends to file a prospectus supplement to its short form base shelf prospectus prior to closing the Offering. Additionally, the Offering will be conducted by way of a private placement 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 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 size of the Offering and the price of the Offering, as well as certain terms of the Warrants (including the term and the exercise price), will be finalized in the context of the market prior to the filing of the prospectus supplement.

The Company may also complete, concurrent with the completion of the Offering, a private placement of Debenture Units with investors in the Province of Quebec for total gross proceeds of C$500,000 pursuant to available prospectus exemptions (the “Concurrent Placement”).

The Offering and Concurrent Placement will be conducted by Echelon, as lead agent and sole bookrunner, and is subject to customary closing conditions, including the receipt of all necessary regulatory and other approvals including the approval of the TSX Venture Exchange. 

The Offering and Concurrent Placement is expected to close on or about September 29, 2022, or such other date as the Company and Echelon may agree (the “Closing Date”).

The Company has granted Echelon an option (the “Over-Allotment Option”) to purchase up to an additional 15% of the Debenture Units sold under the Offering. The Over-Allotment Option may be exercised in whole or in part to purchase Convertible Debentures, Subordinate Voting Shares, Warrants or Debenture Units as determined by Echelon upon written notice to the Company at any time up to 30 days following and including the Closing Date.

The Company intends to use the net proceeds of the Offering and Concurrent Placement for sales, marketing, research and development, acquisitions, working capital and general corporate purposes.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the 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 big data, analytics and 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 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.

 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

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 closing of the Offering and the Concurrent Placement, the use of proceeds from the Offering and the Concurrent Placement, regulatory approval for the Offering and the Concurrent Placement 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. Several factors could cause results to differ materially from those discussed in the forward-looking statements, including, among other things, failure to complete the proposed Offering and Concurrent Placement and the need to satisfy regulatory and legal requirements with respect to the proposed Offering and Concurrent Placement. 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.

TORONTO, Sept. 21, 2022 /CNW/ – NowVertical Group Inc. (“NowVertical“, or the “Company“) (TSXV: NOW) is pleased to announce that it has launched a marketed public offering (the “Offering“) of convertible debenture units (the “Debenture Units“) of the Company for gross proceeds of C$5,000,000 or such other amount as Echelon Wealth Partners Inc. (“Echelon“) and the Company may agree.

Each Debenture Unit will consist of one senior unsecured convertible debenture (each a “Convertible Debenture“) of the Company having a face value of C$1,000 (the “Principal Amount“) and subordinate voting share purchase warrants of the Company (each a “Warrant“). The exact size of the Offering, as well as certain terms of the Convertible Debentures and Warrants (including the term and the exercise price), will be determined in the context of the market prior to the filing of the prospectus supplement.

The Offering will be completed by way of a prospectus supplement to the short form base shelf prospectus of the Company dated January 21, 2022 to be filed in with the securities commissions in all the Provinces of Canada except Quebec. The Company intends to file a prospectus supplement to its short form base shelf prospectus prior to closing the Offering.

The Company may also complete, concurrent with the completion of the Offering, a private placement of Debenture Units with investors in the Province of Quebec for total gross proceeds of C$500,000 pursuant to available prospectus exemptions (the “Concurrent Placement“).

The Offering and Concurrent Placement will be conducted by Echelon, as lead agent and sole bookrunner, and is subject to customary closing conditions, including the receipt of all necessary regulatory and other approvals including the approval of the TSX Venture Exchange.

The Offering and Concurrent Placement is expected to close on or about September 29, 2022, or such other date as the Company and Echelon may agree (the “Closing Date“).

The Company has granted Echelon an option (the “Over-Allotment Option“) to purchase up to an additional 15% of the Debenture Units sold under the Offering. The Over-Allotment Option may be exercised in whole or in part to purchase Convertible Debentures, Warrants or Debenture Units as determined by Echelon upon written notice to the Company at any time up to 30 days following and including the Closing Date.

The Company intends to use the net proceeds of the Offering and Concurrent Placement for sales, marketing, research and development, working capital and general corporate purposes.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. 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 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.

NOW is a big data, analytics and 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 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.

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 and the Concurrent Placement, the use of proceeds from the Offering and the Concurrent Placement, regulatory approval for the Offering and the Concurrent Placement 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. Several factors could cause results to differ materially from those discussed in the forward-looking statements, including, among other things, failure to complete the proposed Offering and Concurrent Placement and the need to satisfy regulatory and legal requirements with respect to the proposed Offering and Concurrent Placement. 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.