NowVertical Group Inc. — Capital/Financing Update 2023

Mar 1, 2023

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

NowVertical Group Inc. (the “ Company ”) 545 King Street West Toronto, Ontario M5V 1M1

Item 2 Date of Material Change

February 28, 2023

Item 3 News Release

On February 28, 2023, the Company issued a news release through GlobeNewswire. A copy of the news release is attached as Schedule “A” hereto and is available on SEDAR at www.sedar.com.

Item 4 Summary of Material Change

On February 28, 2023, the Company announced the closing of its marketed public offering (the “ Offering ”) of 9,631,500 units of the Company (the “ Units ”) at a price of $0.52 per Unit for gross proceeds of C$5,008,380.00, which included partial exercise of the over-allotment option.

The Offering was conducted by a syndicate of agents led by Beacon Securities Limited and including Canaccord Genuity Corp. and Echelon Wealth Partners Inc.

Each Unit consists of one subordinate voting share in the capital of the Company (a “ Subordinate Voting Share ”) and one Subordinate Voting Share purchase warrant (a “ Warrant ”) of the Company. Each Warrant is exercisable to acquire one Subordinate Voting Share (a “ Warrant Share ”) at a price per Warrant Share of $0.80 for a period of 36 months following the closing of the Offering (the “ Closing ”).

The Company filed a prospectus supplement dated February 22, 2023 in respect of the Offering, which supplemented a short form base shelf prospectus of the Company dated January 21, 2022, each of which was filed with the securities commissions of each of the Provinces of Canada, except Quebec. The prospectus supplement and the short form base shelf prospectus are available on the Company’s SEDAR profile at www.sedar.com.

The Company intends to use the net proceeds of the Offering for deferred payments related to acquisitions, working capital and general corporate purposes.

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Item 5 Full Description of Material Change

For a full description of the material change, please see the news release attached hereto as Schedule “A”, which news release forms an integral part of this material change report.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

The name and business telephone number of the officer of the Company who can answer questions regarding this material change report is as follows:

Daren Trousdell Chief Executive Officer (212) 302-0868

Item 9 Date of Report

February 28, 2023

Forward-looking Information

This report contains forward–looking statements (within the meaning of applicable securities laws) which reflect the Company’s current expectations regarding future events. Forwardlooking statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate” and other similar expressions. These statements are based on the Company’s expectations, estimates, forecasts and projections and include, without limitation, statements regarding the proposed use of proceeds from the Offering, and the future success of the Company’s business.

The forward-looking statements in this report are based on certain assumptions. The forwardlooking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forwardlooking statements are made as of the date of this report and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forwardlooking statement, whether as a result of new information, future events or otherwise.

SCHEDULE “A”

NEWS RELEASE

(see attached)

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