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.
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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.
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.
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.
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