Early Warning News Release

The investment adds 10% unsecured convertible debt, with conversion and warrant exercise potentially expanding Ward's shareholding.

Rhea-AI Summary

NowVertical Group (NOWVF) received a $3,280,000 investment from J.R. Kingsley Ward through convertible debenture units acquired on October 22, 2026. Ward acquired 3,280 units at $1,000 each, comprising $1,000 principal of 10% senior unsecured convertible debt and 2,500 warrants per unit. The debt matures 36 months after issuance and converts at the holder's option into Class A Subordinate Voting Shares at $0.20 each. Warrants permit purchases at $0.25 per share for 36 months after issuance.

Ward holds 3,854,166 shares, representing 2.77% on an undiluted basis. Full warrant exercise and debt conversion would bring his holding to 30,381,249 shares, or 18.33% on a partially diluted basis. Conversion and exercise resulting in ownership of 20% or more, including joint actors, require the necessary shareholder approval under TSX Venture Exchange policies. Ward acquired the units for investment purposes.

1 point · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point$3,280,000 investment from J.R. Kingsley Ward completed through 3,280 convertible debenture units on October 22, 2026. 31% of market cap

Negative

• Major point10% senior unsecured convertible debt adds $3,280,000 principal, maturing 36 months after issuance. 31% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.$0.20 conversion price and warrants exercisable at $0.25 create potential dilution; warrants last 36 months after issuance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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:

NowVertical Group Inc.
Andre Garber
Chief Executive Officer
Telephone: 647-947-0223
Email: IR@nowvertical.com

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did J.R. Kingsley Ward invest in NowVertical's convertible debenture units?

Ward invested $3,280,000 in 3,280 NowVertical convertible debenture units on October 22, 2026. Each $1,000 unit contains $1,000 principal of 10% senior unsecured convertible debentures and 2,500 share purchase warrants.

What would Ward's NowVertical ownership be after conversion and warrant exercise?

Full exercise of Ward's warrants and conversion of his convertible debentures would result in 30,381,249 Class A Subordinate Voting Shares, representing 18.33% on a partially diluted basis. His current shareholding represents 2.77% on an undiluted basis. Conversion or exercise reaching 20% ownership, including joint actors, requires the necessary shareholder approval under TSX Venture Exchange policies.

Why did Ward acquire NowVertical's convertible debenture units?

Ward acquired the units for investment purposes. Depending on market and other conditions, he may increase or decrease his ownership of, or control over, NowVertical securities through the open market, private agreements or otherwise.