NowVertical Early Warning Press Release

Sandeep Mendiratta (the 

Acquiror

) today announced that on June 

12

, 2024, he acquired an aggregate of 8,139,812 Class A subordinate voting shares (the 

Shares

) of NowVertical Group Inc. (

NowVertical

) pursuant to a deed of amendment dated April 22, 2024 (the 

Deed

) to a share purchase agreement dated December 9, 2022, as amended (the 

SPA

). The 8,139,812 Shares were issued from treasury to the Acquiror in full and final settlement of certain earn-out and top-up payment obligations of NowVertical under the SPA and in accordance with the Deed (the 

Settlement

). Of the Shares: (i) 6,959,390 Shares were issued to the Acquiror at a deemed price of $0.27 per Share; and (ii) 1,180,422 Shares were issued to the Acquiror at a deemed price of $0.1575 per Share.

Prior to the acquisition, the Acquiror owned, directly or exercised control or direction over 594,930 Shares, representing approximately 0.92% of the issued and outstanding Shares on a non-diluted basis. Following the acquisition of the aggregate 8,139,812 Shares, the Acquiror owns, directly or exercises control or direction over 8,734,742 Shares, representing 11.77% of the issued and outstanding Shares on a non-diluted basis.

The acquisition of the Shares by the Acquiror was completed by way of issuance from treasury for investment purposes in connection with the Settlement. Depending on market conditions, the Acquiror may, from time to time, acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the securities of the NowVertical.

This press release is being issued pursuant to the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators. For further information and to obtain a copy of the early warning report that will be filed under applicable Canadian securities laws in connection with the acquisition, please see the profile for NowVertical on the SEDAR+ website at www.sedarplus.com.

To obtain a copy of the early warning report, please contact NowVertical at its head office: 545 King Street West, Toronto, Ontario, M5V 1M1.

For More Information - Please contact:

Andre Garber, Chief Development [e-mail]