EARLY WARNING NEWS RELEASE

Tuesday at 1:36pm AST · November 10, 2026 3 min read

TORONTO, Nov. 10, 2026 /CNW/ — 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 Sandeep Mendiratta (the “Acquiror“), an individual resident in England, regarding the disposition of securities of NowVertical Group Inc. (the “Issuer“) by the Acquiror, following which the Acquiror’s ownership of securities of the Issuer has decreased to less than 10% and such shareholding is currently nil.

The Acquiror, and a joint actor, disposed of 11,276,919 Class A Subordinate Voting Shares in the capital of the Issuer (each, a “Subordinate Voting Share“) on November 3, 2026 and November 5, 2026. The disposition of 476,173 Subordinate Voting Shares by the Acquiror occurred on November 3, 2026 through the facilities of the TSX Venture Exchange at a price of $0.15 per Subordinate Voting Share, for aggregate gross proceeds to the Acquiror of $71,425.95. The disposition of 289,181 Subordinate Voting Shares by a joint actor with the Acquiror occurred on November 3, 2026 through the facilities of the TSX Venture Exchange at a price of $0.15 per Subordinate Voting Share, for aggregate gross proceeds to the joint actor of the Acquiror of $43,377.15. The disposition of 10,511,565 Subordinate Voting Shares occurred on November 5, 2026 pursuant to a private sale transaction between the Acquiror and an arm’s length party. Pursuant to the relevant share purchase agreement, dated November 5, 2026, each Subordinate Voting Share was disposed of for consideration of $0.15, and in exchange for the Subordinate Voting Shares, the Acquiror received aggregate gross proceeds of $1,576,734.75.

The Subordinate Voting Shares were held for investment purposes and the Acquiror’s disposition of the Subordinate Voting Shares (including those held by the Acquiror’s joint actor) resulted from an investment decision to cease holding such securities. The Acquiror may, in the future, purchase, hold, vote, trade, dispose of, or otherwise deal in the securities of the Issuer in such manner as the Acquiror deems advisable.

Immediately prior to the disposition, the Acquiror held, directly or indirectly, beneficial ownership of, or exercised control or direction over, an aggregate of 11,276,919 Subordinate Voting Shares representing approximately 8.1% of the issued and outstanding Subordinate Voting Shares.

Immediately following the disposition, the Acquiror holds, directly or indirectly, beneficial ownership of, or exercises control or direction over, nil Subordinate Voting Shares.

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 disposition will be available on the Issuer’s SEDAR+ profile at www.sedarplus.ca and may be obtained by contacting:

Sandeep Mendiratta

Flat 56, Holme Court, 158 Twickenham Road

Isleworth, Middlesex, England

TW7 7DL, United Kingdom

Telephone: (416) 595-8500

SOURCE Sandeep Mendiratta

displaying rededs