Mr. Andre Garber reports

NOWVERTICAL CLOSES THE FINAL TRANCHE OF A $15.1 MILLION BROKERED PRIVATE PLACEMENT

Nowvertical Group Inc. has closed the second and final tranche of its previously announced best effort private placement offering and issued 10,000 convertible debenture units for aggregate gross proceeds of $10-million. Together with the company's previously announced issuance of 42.5 million units of the company on Oct. 20, 2026, the company raised aggregate gross proceeds of $15.1-million.

Clarus Securities Inc. acted as sole agent and bookrunner in respect of the offering.

Each convertible debenture unit is composed of $1,000 principal amount of 10 per cent senior unsecured convertible debentures of the company and 2,500 share purchase warrants. The convertible debentures will mature on the date that is 36 months following the closing and are convertible into Class A subordinate voting shares of the company, at the holders' option, at a price of 20 cents per subordinate voting share. Each debenture warrant entitles the holder to acquire one subordinate voting share at a price of 25 cents for 36 months following the closing. Pursuant to the debenture indenture governing the convertible debentures, the company shall have the right to satisfy the payment of interest payable either in cash or subordinate voting 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.

"Thank you to our team, investors and advisers, including Clarus Securities and Norton Rose Fulbright Canada LLP, for their support in completing this transaction," said Andre Garber, chief executive officer of Nowvertical. "With a strengthened balance sheet and Kingsley Ward joining our board as executive chairman, we are well positioned to execute on our growth strategy and deliver lasting value for our shareholders."

"I am pleased to be partnering with Andre and the Nowvertical team as we build the company into a world-class leader in data engineering and analytics," said Mr. Ward, executive chairman of Nowvertical.

As previously announced, 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.

In consideration for the agent's services in connection with the convertible debenture unit portion of the offering, the agent received a cash commission of $297,950.

Certain directors, officers and their affiliates participated in the convertible debenture unit portion of the offering and acquired 616 convertible debenture units (excluding Mr. Ward, who was appointed as a director of the company in connection with the initial closing of the offering). 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). 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(1)(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 25 per cent 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.

The convertible debenture units and the underlying subordinate voting shares and debenture warrants are subject to a hold period expiring four months and one day from the closing.

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.

We seek Safe Harbor.