NOWVERTICAL GROUP INC. ("NOW") ("NOW.WT") ("NOW.WT.A") ("NOW.WT.B")
BULLETIN TYPE: Prospectus-Unit Offering, New Listing-Warrants
BULLETIN DATE: March 3, 2023
TSX Venture Tier 2 Company
Prospectus-Unit Offering
The Company's Prospectus Supplement dated February 22, 2023 (the "Prospectus Supplement") to the Short Form Base Shelf Prospectus dated January 21, 2022, was filed with and accepted by TSX Venture Exchange. The Company's Base Shelf Prospectus was filed with and receipted by the Ontario Securities Commission on January 24, 2022. A receipt of the Based Shelf Prospectus was deemed to be issued by British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador Securities Commissions.
The Exchange has been advised that the closing of the offering occurred on February 28, 2023, for gross proceeds of $5,008,380 (including partial exercise of the over-allotment option).
Offering:
| 9,631,500 units (the "Units"). Each Unit consists of one subordinate voting share and one subordinate voting share purchase warrant.
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| Warrant Exercise Price/Term:
| 9,631,500 share purchase warrants to purchase 9,631,500 subordinate voting shares, with each whole warrant being exercisable into one subordinate voting share at an exercise price of $0.80 per share until February 28, 2026.
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| Offering Price:
| $0.52 per Unit.
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| Underwriter(s):
| Beacon Securities Limited, Canaccord Genuity Corp., Echelon Wealth Partners Inc.
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| Underwriter(s) Commission:
| An aggregate of $300,502.80 in cash and 577,890 non-transferrable broker warrants. Each broker warrant will entitle the holder to acquire one subordinate voting share at a price of $0.52 for a period of 36 months following the closing date of the offering.
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| Over-Allotment Option:
| The underwriter was granted an over-allotment option in connection with this offering to purchase an additional 1,442,325 Units, which was partially exercised (16,000 Units).
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Listing of Warrants:
Effective at the opening on Tuesday, March 7, 2023, the subordinate voting share purchase warrants of the Company will commence trading on the TSX Venture Exchange. The Company is classified as a "Data Processing Services" company.
Corporate Jurisdiction:
| Ontario
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| Capitalization:
| up to 11,057,825 subordinate voting share purchase warrants created and authorized, of which 9,631,500 will be issued and outstanding
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| Transfer Agent:
| TSX Trust Company
| Trading Symbol:
| NOW.WT.B
| CUSIP Number:
| 67013H148
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The Warrants were issued pursuant to, and are governed by, a warrant indenture between the Company and TSX Trust Company dated February 28, 2023. Each warrant will entitle the holder to acquire one subordinate voting share of the Company at a price of $0.80 until February 28, 2026.
For further details, refer to the Company's Prospectus Supplement (filed on SEDAR), and news releases dated February 21, 2023, February 22, 2023 and February 28, 2023. |
