NowVertical Announces 2025 Shareholder Meeting Results and Equity Grants

TORONTO, July 07, 2025 (GLOBE NEWSWIRE) -- NowVertical Group Inc. (TSXV: NOW) (“NOW” or the “Company”), a leading data and AI solutions provider, is pleased to announce the voting results from its Annual General and Special Meeting of Shareholders held on June 27, 2025 (the “Meeting”).

At the Meeting, all matters of business set out in the Company’s management information circular dated May 16, 2025 (the “Circular”) were approved. Each of the five (5) director nominees proposed by management of the Company were elected to serve as directors of the Company until the close of the next annual meeting of shareholders or until their successor is elected or appointed. Detailed results of the votes are set out below:

NOW’s shareholders also voted in favour of: (i) re-appointing Ernst & Young LLP as the Company’s auditors for the ensuing year and authorized the board of directors of the Company to fix their remuneration; (ii) the approval of the 10% rolling omnibus equity incentive plan of the Company (the “Plan”); and (iii) the issuance of 477,459 Class A subordinate voting shares to Andre Garber in settlement of a portion of his wages for the period from January 1, 2021 to December 31, 2021 (the “Debt Settlement Transaction”). The Class A subordinate voting shares issued to Andre Garber will be subject to a statutory hold period of four (4) months and one (1) day from the date of issuance.

The Debt Settlement Transaction with the Company is considered a “related party transaction” for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Debt Settlement Transaction will be completed in reliance on exemptions available under MI 61-101 from the formal valuation of MI 61-101. The Company is relying on the exemption from the valuation requirement pursuant to subsection 5.5(a) of MI 61-101 for the insider participation, as the Class A subordinate voting shares do not represent more than 25% of the Company’s market capitalization, as determined in accordance with MI 61-101.

For further information regarding the Plan and the Debt Settlement Transaction to Mr. Garber, please see the Circular which is available on SEDAR+ at www.sedarplus.com.

Equity Award Grants

In addition, the Company further announces the granting of 109,400 incentive stock options (“Options”) and 269,531 restricted share units (“RSUs”) to the non-executive members of the Company’s board of directors, and 1,177,422 performance share units of the Company (“PSUs” and together with the RSUs and the Options, the “Equity Grants”) to certain members of the Company’s management team.

Each Option will entitle the holder thereof to acquire one (1) Class A subordinate voting share of the Company at an exercise price of CAD$0.64 per share for a period of five (5) years, subject to the terms of the Plan. The Options will vest on the one-year anniversary of the date of grant.

The RSUs will be issued pursuant to the Plan and will vest on the one-year anniversary of the date of issuance. Each vested RSU will entitle the holder thereof to receive one (1) Class A subordinate voting share of the Company or a cash amount equal to the equivalent of one (1) share.

The PSUs will be issued pursuant to the Plan and, subject to the achievement of certain performance milestones, will vest on the one-year anniversary of the date of issuance. Each vested PSU will entitle the holder thereof to receive one (1) Class A subordinate voting share of the Company or a cash amount equal to the equivalent of one (1) share.

The Equity Grants were made as part of NOW’s annual compensation process and are intended to appropriately reward past and ongoing contributions and to incentivize contributions to NOW’s success in the future.

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. NowVertical is growing organically and through strategic acquisitions.  

For further details about NowVertical, please visit www.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 release.

For further information, please contact:

Andre Garber
Chief Development Officer
IR@nowvertical.com

Investor Relations: Bristol Capital Ltd.
Stefan Eftychiou
stefan@bristolir.com
+1(905) 326-1888 x60

This news release contains forward-looking information and forward-looking statements within the meaning of applicable Canadian securities laws (together “forward-looking statements”). Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect the Company’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Forward-looking statements contained in this news release include, without limitation, statements with respect to the vesting of the securities issued under the Equity Grants, the issuance of Class A subordinate voting shares in the capital of the Company, and the achievement of the vesting criteria for the PSUs. Forward-looking statements generally can be 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 and the forward-looking statements are not guarantees of future performance. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, 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. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are those risk factors identified in documents filed by the Company under its profile atwww.sedarplus.com, including the Company’s managements’ discussion and analysis for the year ended December 31, 2024. 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. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. All of the forward-looking statements contained in this press release are qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our 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. Investors are cautioned that, trading in the securities of the Company should be considered highly speculative.

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