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NowVertical Group Closes Acquisition of Affinio Inc.

11/01/2021

NOW's acquisition will expand their position with media and marketing enterprises while also expanding their investment in the Canadian technology community.

TORONTO, Nov. 1, 2021 /CNW/ - NowVertical Group Inc. (TSXV: NOW) ("NOW" or the "Company"), a global big data software and services company, is pleased to announce that it has closed its previously announced plans to acquire 100% of the issued and outstanding securities of Affinio Inc. ("Affinio"), a venture-capital backed audience insights and privacy-safe customer analytics platform (the "Transaction").

Affinio's global enterprise customers leverage Affinio's proprietary graph analytics technology to map previously unknown affinities and interests among their social audience. The platform has helped marketers and analysts alike uncover deep connections so customers can identify unique partnerships, value propositions, and actionable intelligence.

In February 2020, Affinio began a partnership to expand its graph analytics technology to live natively in Snowflake's Data Warehouse. This new approach has allowed Affinio customers to unlock new analytics opportunities as they expand use of the platform to facilitate privacy-safe data collaboration across verticals.

"Affinio enables CPG customers to leverage graph networks on top of a global data mesh to generate consumer insights that were never before realized and previously unachievable," said Erik Mitchell, Founder and Principal Consultant at Seek Data, a leading  Snowflake integration partner and data strategy and analytics consultancy. "Affinio's integration with Snowflake will allow customers to work across all of their third-party data providers and partner in a privacy-safe way, using graph networks to generate consumer insights at scale without requiring additional first-party data inputs."

NOW will be retaining the entire current Affinio staff as it seeks to expand its footprint in the local Canadian technology community. Co-Founders Tim Burke and Stephen Hankinson will also be staying on with Burke moving into the role of President of Affinio and Hankinson retaining his role as CTO. NOW plans to grow Affinio's 2020 revenue by reinvesting to support Affinio's legacy social graph analytics technology while continuing to expand resourcing and investment in the Snowflake integration.

"The initial draw with Affinio was its technology and amazing customers. Taking a data-driven approach to customer analytics and insights is critical for the modern enterprise and Affinio's graph technology provides truly novel and actionable insights for analysts of all stripes," said Daren Trousdell, Chairman & CEO of NOW. "As we started to dig in further, though, we came to appreciate the talent, strength, and drive of the collective Affinio team members and we knew we had an opportunity too good to pass up."

Transaction Details

Pursuant to the terms of a share purchase agreement dated October 18, 2021, the Company acquired Affinio for total aggregate consideration of US$7.3 million, consisting of (i) a cash payment of US$3 million on closing, (ii) the issuance of subordinate voting shares of the Company on closing with an aggregate value of US$1.3 million, at a price per share equal to the Canadian dollar equivalent of US$1.00, (iii) a deferred cash payment of US$1.5 million payable on July 2, 2022 and (iv) a deferred cash payment of US$1.5 million payable on March 1, 2023.

Addition of Integral Wealth as Market Maker and RBMG for Marketing Services

The Company also announces that it has retained Integral Wealth Securities Limited ("Integral") to provide market making services in accordance with the policies of the Exchange, for the purposes of maintaining an orderly market and improving the liquidity of the Company's common share shares traded on the Exchange.

In consideration of the services provided by Integral, the Company will pay Integral a monthly cash fee of C$7,500, plus any reasonable costs and expenses it incurs in connection with the services provided. The Company has retained Integral for no less than a three-month term. Integral will not receive any securities of NOW as compensation pursuant to the agreement. The Company and Integral are unrelated and unaffiliated entities.

The Company also announces that it has retained RB Milestone Group LLC ("RBMG") to provide investor relations advisory services to the Company for no less than a six-month term. RBMG will not receive any securities of NOW as compensation pursuant to the agreement. The Company and RBMG are unrelated and unaffiliated entities.

About NowVertical Group Inc.

NOW is a global big data software and services company that helps businesses win in the digital economy by helping its clients better understand, manage and utilize their data. NOW is focusing on scaling its current efforts with customers in a variety of verticals including but not limited to automotive and OEM, government, law enforcement, healthcare, financial services, e-commerce, and energy and renewables, and is pursuing an acquisition strategy focused on profitable and accretive data analytics software and services companies in other under-utilized data rich industries. NOW is positioned to be an invaluable tool for executives and bureaucrats to make data informed decisions affecting billions of people globally. For more information about the Company, visit www.nowvertical.com.

Forward–Looking Statements

This news release may contain forward–looking statements (within the meaning of applicable securities laws) which reflect the Company's current expectations regarding future events. Forward-looking 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 future success of the Company's business.

The forward-looking statements in this news release are based on certain assumptions. The forward-looking 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 forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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.

SOURCE NowVertical Group Inc.

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