NowVertical Group Announces Delay in Annual Filings

TORONTO, ONTARIO, April 29, 2024, NowVertical Group Inc. (TSXV: NOW) (OTCQB: NOWVF), (“NOW” or the “Company”), announces a delay in the filing of its audited annual financial statements, management’s discussion and analysis and related chief executive officer (CEO) and chief financial officer (CFO) certifications (collectively, the “Annual Filings“) for the financial year ended December 31, 2023, which were due today under Canadian securities law requirements.

The reason for the delay is due to the Company’s auditors, Ernst & Young LLP (“EY”), requiring additional time to complete their remaining audit and quality procedures. The Company notes that there have been no disagreements between the Company and the auditor regarding any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures. The Company’s management, together with its audit committee, has been working with and will continue to work with its auditors to provide all necessary information and complete the Annual Filings. EY has committed to concluding its procedures by no later than May 7, 2024.

As a result of the delay, the Company expects to be noted in default by applicable securities regulatory authorities in Canada and that the Ontario Securities Commission, as principal regulator, will issue a ‘failure-to-file’ cease trade order (“CTO“) in accordance with the principles and guidance set out in National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions of the Canadian Securities Administrators. The CTO is expected to prohibit any trading in securities of the Company for so long as it remains in effect, in all Canadian jurisdictions in which the Company is a reporting issuer as well as certain other Canadian jurisdictions based on the provisions of local securities legislation and is anticipated to remain in effect until after the Annual Filings have been filed. The CTO is also expected to result in a suspension of the Company’s shares from trading on the TSX Venture Exchange (“TSXV“), which will continue until the CTO is revoked and all TSXV requirements are satisfied.

The Company intends to provide updates if and when necessary in accordance with applicable securities laws. 

Forward Looking Statements

This news release contains forward-looking information and forward-looking statements within the meaning of applicable Canadian securities laws (together “forward-looking statements”), including, without limitation regarding the expectations of management with respect to the anticipated CTO, the filing of the Annual Filings and the resumption of trading of the Company’s shares on the TSXV. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect the Company’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made.  Forward-looking statements generally can be 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 and the forward-looking statements are not guarantees of future performance. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, 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. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the Company’s ability to remedy its filing default and have any CTO and TSXV trading suspension revoked in a timely manner, or at all; timing and receipt of regulatory approvals, adverse market conditions; risks inherent in the data analytics and artificial intelligence sectors in general; regulatory and legislative changes; that future results may vary from historical results and other risk factors identified in documents filed by the Company under its profile at, including the Company’s managements’ discussion and analysis for the year ended December 31, 2022 dated April 28, 2023 and the prospectus supplement (including all documents incorporated by reference therein) dated February 22, 2023.  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. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. All of the forward-looking statement contained in this press release are qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our 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. Investors are cautioned that, trading in the securities of the Company should be considered highly speculative.

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