Toronto, Ontario--(Newsfile Corp. - October 23, 2026) - 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 in connection with the filing of an early warning report by J.R. Kingsley Ward (the "Acquiror"), an individual resident in Toronto, Ontario, regarding the direct and indirect acquisition of securities of NowVertical Group Inc. (the "Issuer") by the Acquiror.

On October 22, 2026, the Acquiror directly and indirectly subscribed for and acquired beneficial ownership control and director over 3,280 convertible debenture units of the Issuer (each, a "Convertible Debenture Unit") in connection with a private placement for an aggregate subscription price of $3,280,000.

Each Convertible Debenture Unit was acquired from the Issuer at a price of $1,000 per Convertible Debenture Unit. Each Convertible Debenture Unit is comprised of $1,000 principal amount of 10% senior unsecured convertible debentures (the "Convertible Debentures") of the Issuer and 2,500 share purchase warrants (each, a "Debenture Warrant"). The Convertible Debentures will mature on the date that is 36 months following the date of issuance and are convertible into Class A Subordinate Voting Shares of the Issuer ("Subordinate Voting Shares") at the holder's option, at a price of $0.20 per Subordinate Voting Shares. Each Debenture Warrant entitles the holder to acquire one Subordinate Voting Shares at a price of $0.25 for 36 months following the date of issuance.

Immediately prior to the acquisition of Convertible Debenture Units, the Acquiror held, directly or indirectly, beneficial ownership of, or exercised control or direction over, an aggregate of 3,854,166 Subordinate Voting Shares and 1,927,083 Subordinate Voting Share purchase warrants representing approximately 4.1% of the issued and outstanding Subordinate Voting Shares on a partially diluted basis, assuming the exercise of the warrants.

Immediately following the acquisition, the Acquiror holds beneficial ownership of, or exercises control or direction over, 3,854,166 Subordinate Voting Shares, 10,127,083 Subordinate Voting Share purchase warrants and 3,280 Convertible Debentures, representing 2.77% of the Issuer's issued and outstanding Subordinate Voting Shares on an undiluted basis.

Assuming the full exercise of the Subordinate Voting Share purchase warrants and the conversion of the Convertible Debentures over which the Acquiror has beneficial ownership, or exercises control or direction, the Acquiror would beneficially own of, or exercise control or direction over, an aggregate of 30,381,249 Subordinate Voting Shares representing 18.33% of the Issuer's issued and outstanding Subordinate Voting Share on a partially diluted basis.

Notwithstanding the foregoing, the indentures governing the Convertible Debentures and the Subordinate Voting Share purchase warrants restrict the conversion of the Convertible Debentures and the exercise of the warrants if such conversion or exercise would result in the Acquiror, together with any person or company acting jointly with the Acquiror, owning 20% or more of the total issued and outstanding securities of the Issuer, unless the Issuer has obtained the necessary shareholder approval in accordance with the applicable policies of the TSX Venture Exchange.

The Acquiror acquired the Convertible Debenture Units for investment purposes. Depending on market and other conditions, the Acquiror may increase or decrease its ownership of, or control over, securities of the Issuer, whether in the open market, by private agreement or otherwise.

The foregoing disclosure is being disseminated pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of the early warning report to be filed in connection with the acquisition will be available on the Issuer's SEDAR+ profile at www.sedarplus.ca and may be obtained by contacting:

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/320575

Source: J.R. Kingsley Ward