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TORONTO, Oct. 20, 2026 (GLOBE NEWSWIRE) — NowVertical Group Inc. (TSXV: NOW) (the “Company” or “NowVertical”) is pleased to announce today that it has closed the Unit (as defined below) portion of its previously announced “best efforts” private placement offering for aggregate gross proceeds of up to $15,100,000 (the “Offering”). The Unit portion of the Offering (the “Initial Tranche”) closed today for aggregate gross proceeds of $5,100,000. Clarus Securities Inc. is acting as sole agent and bookrunner (the “Agent”) in respect of the Offering.
In addition, the Company has received binding subscription agreements for the Convertible Debenture Unit (as defined below) portion of the Offering (the “Second Tranche”), which will be for aggregate gross proceeds of $10,000,000 and is expected to close in the coming days.
In connection with the closing of the Initial Tranche of the Offering (the “Closing”), the Company is pleased to announce the appointment of its Chief Executive Officer, Andre Garber, to the board of directors of the Company, alongside J.R. Kingsley Ward, who has been appointed Executive Chair of the board of directors of the Company. The Company also announces the resignation of David Charron from the board of directors, who will be devoting more time to his executive obligations.
The Company extends its sincere appreciation to Mr. Charron for his service and valuable contributions to the Company and wishes him continued success in his future endeavours.
“On behalf of the board of directors, I am very pleased to welcome J.R. Kingsley to the board,” said Elaine Kunda, Chair of the board of directors of NowVertical. “Kingsley’s deep capital markets expertise and decades of experience structuring and monetizing investments will be of great use to the Company as we execute our growth strategy. I am also delighted to have Andre rejoin the board. As a co-founder and our Chief Executive Officer, Andre brings an unmatched understanding of our business, and his perspective will be invaluable to the board’s work. I would also like to thank David for his dedicated service and valuable contributions to NowVertical during his time on the board, and we wish him every success in his future endeavors.”
Mr. Garber is a co-founder of the Company and currently serves as its Chief Executive Officer. He was previously the Company’s Interim Chief Executive Officer as of June 2026 and, prior to that, he held the role of the Company’s Chief Development Officer. Since the founding of the Company, Mr. Garber has led the Company’s mergers and acquisitions and acquisition financing programs. Mr. Garber is a lawyer with experience in corporate finance and M&A. Prior to co-founding NowVertical, he was a Partner at a leading national law firm, where his practice focused on working with start-up and early-stage companies. He holds a Juris Doctor from the University of Windsor and a Bachelor of Arts from Ryerson University (now Toronto Metropolitan University).
Mr. Ward brings over 30 years of experience initiating, structuring and monetizing private equity investments. He began his career at the head office of his family’s group of companies, Vimy Ridge Group Investments Inc., where he currently serves as Chairman. Mr. Ward is also a Managing Partner at VRG Capital and serves as Chairman of DATA Communications Management Corp. (TSX: DCM), one of Canada’s largest marketing and brand management businesses, and as a director of Dominion Lending Centres Inc. (TSX: DLCG), Canada’s leading network of mortgage professionals. Previously, Mr. Ward served as Executive Chairman of TRUBAR Inc., a consumer-packaged goods and brand marketing company, and as a director and Chairman of HEALWELL AI Inc., a healthcare technology company focused on artificial intelligence and data science for preventative care. Throughout his career, he has also served on the boards of numerous other public and private companies.
In connection with the Initial Tranche, the Company issued 42,500,000 units of the Company (the “Units”) at a price of $0.12 per Unit, for gross proceeds of $5,100,000. Each Unit is comprised of one Class A Subordinate Voting Share in the capital of the Company (each, a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Unit Warrant”). Each Unit Warrant entitles the holder to acquire one (1) Common Share at a price of $0.20 for 24 months following the Closing.
The Second Tranche of the Offering is expected to close in the coming days and to be comprised of 10,000 convertible debenture units of the Company (the “Convertible Debenture Units”), for gross proceeds of $10,000,000. Each Convertible Debenture Unit will be comprised of $1,000 principal amount of 10% senior unsecured convertible debentures (the “Convertible Debentures”) of the Company and 2,500 Common Share purchase warrants (each, a “Debenture Warrant”). The Convertible Debentures shall mature on the date that is 36 months following the closing of the Second Tranche and shall be convertible into Common Shares, at the holders’ option, at a price of $0.20 per Common Share. Each Debenture Warrant entitles the holder to acquire one (1) Common Share at a price of $0.25 for 36 months following the closing of the Second Tranche. The Company shall have the right to satisfy the payment of interest payable either in cash or Common Shares at a price equal to the Market Price (as defined under the policies of the TSX Venture Exchange) as at the date the interest becomes due and payable.
The Company intends to use the net proceeds of the Offering to strengthen its balance sheet, support the execution of its growth strategy and for working capital and general corporate purposes.
In connection with the First Tranche Teraz Fund (“Teraz”) subscribed for 25,000,000 Units for proceeds of $3,000,000. The acquisition by Teraz will result in Teraz being deemed an insider of the Company. Accordingly, Teraz’s subscription in respect of 15,833,334 Units of such 25,000,000 Units closed in escrow pending clearance of the required Personal Information Forms by the TSXV. Spartan Fund Management Inc. is the portfolio manager and trustee of Teraz. Post Closing, assuming the release of the Units from escrow, Teraz will hold 27,697,000 Common Shares and 12,500,000 Unit Warrants representing 19.90% of the issued and outstanding Common Shares on an undiluted basis and 26.50% on a partially diluted basis (assuming the exercise of the Unit Warrants held by Teraz). The indenture governing the Unit Warrants prohibits the exercise of the Unit Warrants if such exercise would result in the creation of a control person of the Company unless Company shareholder approval is obtained in accordance with TSXV policies.
In consideration for the Agent’s services in connection with the Initial Tranche, the Agent received a cash commission of $102,925. In addition, the Company issued to the Agent 1,193,500 non-transferable broker warrants (each, a “Broker Warrant”). Each Broker Warrant is exercisable to acquire one Unit at a price of $0.12 per Unit for a period of 24 months from the Closing.
Certain directors, officers and their affiliates participated in the Initial Tranche in the amount of 554,164 Units and have entered into subscription agreements pursuant to which they will acquire 616 Convertible Debenture Units in connection with the Second Tranche. Participation in the Offering by insiders of the Company constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The issuance of securities to insiders of the Company is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company’s shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101, in that the fair market value of the consideration of the securities issued to the insiders of the Company does not exceed twenty-five percent of the Company’s market capitalization. The Company did not file a material change report at least 21 days in advance of the Closing as the participation of such directors, officers and their affiliates in the Offering had not been confirmed at that time.
All securities issued in the Initial Tranche are subject to a hold period expiring four months and one day from the Closing.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful. 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. No securities may be offered or sold to, or for the account or benefit of persons in the United States or to any U.S. persons or in any other jurisdiction in which such offer or sale would be unlawful absent registration under the U.S. Securities Act, and any applicable state securities laws or an exemption therefrom or qualification under the securities laws of such other jurisdiction or an exemption therefrom. “United States” and “U.S. persons” shall have the meaning given to them in Regulation S under the U.S. Securities Act.
About NowVertical Group Inc.
NowVertical is a global data and analytics company which helps clients transform data into tangible business value with AI, fast. Offering a comprehensive suite of solutions and services, the Company enables clients to quickly harness the full potential of their data, driving measurable outcomes and accelerating potential return on investment. Enterprises optimize decision-making, improve operational efficiency, and unlock long-term value from their data using the Company’s AI-infused first-party and third-party technologies. The Company’s scalable AI-infused delivery model enables the business to efficiently deliver data, analytics and AI solutions and services across industries and geographies.
Cautionary Statements
This news release may contain forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws which reflect the Company’s current expectations regarding future events. All statements in this news release that are not purely historical statements of fact are forward-looking statements, including statements with respect to the Offering, including the intended use of proceeds and expectations regarding the size and timing of closing of the Second Tranche, the Company’s future business plans and the clearance of personal information forms by the TSXV. Although the Company believes that such statements are reasonable and reflect expectations of future developments and other factors which management believes to be reasonable and relevant, the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements in this new release are based on various assumptions, including that the TSXV will approve the Offering, assumptions with respect to the closing of the Second Tranche and that the risk factors referred to below, collectively, do not have a material impact on the Company’s business, operations, revenues and/or results. Forward-looking statements are often, but not always, 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. Such risks include, but are not limited to, risks related to the global economic, market and business conditions; governmental and regulatory requirements and actions by governmental and quasi-governmental authorities; risks related to artificial intelligence (AI) and those risks discussed under the heading “Risks and Uncertainties” in the Company’s most recent Management’s Discussion and Analysis and its other disclosure documents filed on its SEDAR+ profile at www.sedarplus.com. Forward-looking statements are provided for the purpose of providing information about management’s expectations, beliefs and plans relating to the future and are not guarantees of future performance 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. 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.
All of the forward-looking statements contained in this news release are qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that the Company anticipates will be realized or, even if substantially realized, that they will have the expected consequences or effects on the Company’s 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.
Further Information
For further details about NowVertical, please visit www.nowvertical.com or contact:
NowVertical Group Inc.
Andre Garber
Chief Executive Officer
Telephone: 647-947-0223
Email: IR@nowvertical.com
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 news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
