Mr. Andre Garber reports

NOWVERTICAL GROUP ANNOUNCES APPOINTMENT OF ANDRE GARBER AS CEO AND AN UP TO $15.1 MILLION BROKERED PRIVATE PLACEMENT OF UNITS AND CONVERTIBLE DEBENTURE UNITS

Nowvertical Group Inc. has appointed Andre Garber as chief executive officer of the company, following his appointment as interim chief executive officer in June, 2026. The company also has engaged Clarus Securities Inc. as sole agent and bookrunner in connection with a best effort brokered private placement for aggregate gross proceeds of up to $15.1-million.

After conducting an executive search and assessing Mr. Garber's past performance and contributions as interim chief executive officer and his in-depth knowledge of the company's business and operations having previously served as the company's chief development officer, the board of directors of the company determined that Mr. Garber is the right person to serve as chief executive officer and is uniquely positioned to lead the company going forward.

In addition, the company has engaged the agent in connection with the offering pursuant to which the company will offer for sale up to: (i) 42.5 million units of the company, at a price of 12 cents per unit, for gross proceeds of up to $5.1-million; and (ii) 10,000 convertible debenture units of the company for gross proceeds of up to $10-million.

VRG Capital, a Toronto-based group of family offices, will form the lead investors in the offering.

Elaine Kunda, chair of Nowvertical, commented: "When the board considered Nowvertical's capital needs for its next stage of growth, we were focused on finding long-term investors who could bring both capital and experience. VRG Capital and its associates have a strong record of investing in and supporting growing companies, together with the long-term perspective we were looking for. This financing gives Nowvertical greater capacity to invest in the business, and we are pleased to welcome Kingsley Ward and his team as investors in the company's next chapter."

"Having VRG Capital lead this financing is a tremendous vote of confidence in Nowvertical and in the direction we have set. VRG's record of building and backing strong companies speaks for itself, and we greatly appreciate the support of our vision shown by Kingsley Ward and his experienced team. We are excited about what this transaction could unlock for the company and its shareholders," said Andre Garber, chief executive officer of Nowvertical.

"For more than 40 years, VRG Capital has backed strong operators and supported them in building successful businesses. Nowvertical is exactly the kind of opportunity we look for, led by exactly the kind of management team we look to back. Leading this financing reflects our confidence in Andre, his team and their strategy. We look forward to standing behind this exceptional team for the long term," said Mr. Ward of VRG Capital.

Each unit will be composed of one Class A subordinate voting share in the capital of the company and one-half of one common share purchase warrant. Each unit warrant will entitle the holder to acquire one common share at a price of 20 cents for 24 months following the closing date (as defined below).

Each convertible debenture unit will be composed of $1,000 principal amount of 10 per cent senior unsecured convertible debentures of the company and 2,500 common share purchase warrants. The convertible debentures shall mature on the date that is 36 months following the closing date and shall be convertible into common shares, at the holders' option, at a price of 20 cents per common share. Each debenture warrant will entitle the holder to acquire one common share at a price of 25 cents for 36 months following the closing date. 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, or the market price of the common shares on any other Canadian stock exchange on which the common shares are principally traded, prior to maturity.

The company intends to use the net proceeds of the offering to strengthen its balance sheet, to support the execution of its growth strategy, and for working capital and general corporate purposes.

The offering will be offered to purchasers in all the provinces of Canada pursuant to the prospectus exemptions available under National Instrument 45-106 (Prospectus Exemptions).

In consideration for the agent's services, the company will pay to the agent a cash commission equal to 5.0 per cent of the gross proceeds from the sale of the units, except for sales to purchasers on a president's list of up to $1-million, on which the company will pay a reduced cash commission of 2.5 per cent of the gross proceeds received from those persons on the president's list, all of which shall be payable upon the closing of the offering. As additional compensation, the company will issue to the agent non-transferable broker warrants equal to 7.0 per cent of the number of units sold except those sold to the president's list, pursuant to the offering. Each broker warrant shall be exercisable to acquire one unit at a price of 12 cents per unit for a period of 24 months from the closing date. The company shall pay to the agent a commission equal to 5.0 per cent of the gross proceeds from the sale of the convertible debenture units.

Closing of the offering is expected to take place on or about Oct. 15, 2026, and is subject to certain conditions, including, but not limited to, all necessary approvals of the TSX Venture Exchange. All securities issued under the offering will be subject to a hold period expiring four months and one day from the closing date.

About Nowvertical Group Inc.

Nowvertical is a global data and analytic company which helps clients transform data into tangible business value with artificial intelligence 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.

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