NOWVERTICAL GROUP INC. ANNOUNCES TERMS OF $5 MILLION MARKETED PUBLIC OFFERING OF UNITS

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Feb. 22, 2023 /CNW/ - NowVertical Group Inc. (TSXV: NOW) ("NOW" or the "Company"), is pleased to announce the terms of its previously announced marketed public offering (the "Offering") of units (the "Units") of the Company. The Company intends to issue up to 9,615,500 Units at a price of $0.52 per Unit (the "Issue Price"), for aggregate gross proceeds of up to $5,000,060. The Offering is led by Beacon Securities Limited ("Beacon"), on behalf of a syndicate of agents including Canaccord Genuity Corp. and Echelon Wealth Partners Inc. (together with Beacon, the "Agents"). Each Unit will consist of one subordinate voting share in the capital of the Company (a "Subordinate Voting Share") and one Subordinate Voting Share purchase warrant (a "Warrant") of the Company. Each Warrant will entitle the holder thereof to acquire one Subordinate Voting Share (a "Warrant Share") at a price per Warrant Share of $0.80 for a period of 36 months following the Closing Date (as defined below).

The Company has granted the Agents an option (the "Over-Allotment Option"), exercisable at the sole discretion of the Agents, in whole or in part, by Beacon, on its own behalf and on behalf of the Agents, giving notice to the Company at any time and from time to time up to 30 days following the Closing Date, to sell up to an additional number of Units (the "Additional Units") equal to 15% of the aggregate number of Units sold pursuant to the Offering at a price per Additional Unit equal to the Issue Price, to cover over-allotments, if any, and for market stabilization purposes. All references herein to the "Offering" shall be deemed to include the Over-Allotment Option and all references herein to the "Units" shall be deemed to include the Additional Units. For certainty, the Over-Allotment Option shall be exercisable for Additional Units, Subordinate Voting Shares and/or Warrants (or any combination thereof).

The Units will be offered (i) in Canada by way of a prospectus supplement (the "Supplement") to the Company's existing short form base shelf prospectus dated January 21, 2022 (the "Base Shelf Prospectus") to be filed in each of the Provinces of Canada (other than the Province of Quebec); and (ii) to eligible purchasers by way of available prospectus exemptions in certain jurisdictions outside of Canada.

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

The Offering is expected to close on or about February 28, 2023, or such other date as the Company and Beacon, on behalf of the Agents, may agree (the "Closing Date"). Closing of the Offering is subject to certain customary closing conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange (the "TSXV") and the applicable securities regulatory authorities.

A copy of the Base Shelf Prospectus is available under the Company's profile on SEDAR at www.sedar.com. Once filed, the Supplement in connection with the Offering will also be available on SEDAR.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About NowVertical Group Inc.:

NOW is a 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 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.

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, the use of proceeds from the Offering, regulatory approval for 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. 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 the need to satisfy regulatory and legal requirements with respect to the proposed Offering. 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.

SOURCE NowVertical Group Inc.

For further information, please contact: Daren Trousdell, Chief Executive Officer, e: [email protected], t: [phone]; Glen Nelson, Investor Relations, e: [email protected], t: [phone]