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

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TORONTO, Oct. 06, 2026 (GLOBE NEWSWIRE) -- NowVertical Group Inc. (TSXV: NOW) (the "Company" or "NowVertical") is pleased to announce the appointment of Andre Garber as Chief Executive Officer of the Company, following his appointment as Interim Chief Executive Officer in June 2026. The Company is also pleased to announce that it engaged Clarus Securities Inc. as sole agent and bookrunner (the "Agent"), in connection with a "best efforts" brokered private placement for aggregate gross proceeds of up to $15,100,000 (the “Offering”).

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) 42,500,000 units of the Company (each, a "Unit"), at a price of $0.12 per Unit, for gross proceeds of up to $5,100,000, and (ii) 10,000 convertible debenture units of the Company (the "Convertible Debenture Units") for gross proceeds of up to $10,000,000.

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 track 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 track 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 forty 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 Kingsley Ward of VRG Capital.

Each Unit will be 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 will entitle the holder to acquire one (1) Common Share at a price of $0.20 for 24 months following the Closing Date (as defined below).

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 Date and shall be convertible into Common Shares, at the holders' option, at a price of $0.20 per Common Share. Each Debenture Warrant will entitle the holder to acquire one (1) Common Share at a price of $0.25 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 (the "TSXV")) 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, 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% of the gross proceeds from the sale of the Units, except for sales to purchasers on a president’s list (the “President’s List”) of up to $1,000,000 on which the Company will pay a reduced cash commission of 2.5% 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 (the “Broker Warrants”) equal to 7.0% 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 $0.12 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% of the gross proceeds from the sale of the Convertible Debenture Units.

Closing of the Offering is expected to take place on or about October 15, 2026 (the "Closing Date"), and is subject to certain conditions including, but not limited to, all necessary approvals of the TSXV. All securities issued under the Offering will be subject to a hold period expiring four months and one day from the Closing Date.

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, the expected Closing Date, and the approval of the TSXV with respect to the Offering and the Company’s future business plans. 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 Offering 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, that the Offering will not close on the anticipated timeline or at all on the anticipated terms; delays in obtaining TSXV approval for the Offering; 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:

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.