TSL Express Daily News

New facility significantly lowers cost of capital and enhances access to non-dilutive funding

TORONTO, May 30, 2025 (GLOBE NEWSWIRE) -- NowVertical Group Inc. (TSXV: NOW) ("NowVertical" or the "Company"), a leading data and AI solutions provider, announced that NowVertical, NowVertical UK Ltd. and NowVertical Group, Inc. and certain of their affiliates have entered into a senior secured facilities agreement (the “Facilities Agreement”) with HSBC UK Bank plc (“HSBC”), as arranger, original lender and agent. Unless otherwise specified, all dollar amounts are expressed in U.S. dollars.

Pursuant to the Facilities Agreement, NowVertical UK Ltd. and NowVertical Group, Inc., as borrowers, have access to credit facilities of up to $18 million (together, the “Facilities”) which may be increased by up to an additional $8 million upon the approval of HSBC, for total credit of up to $26 million.

“This Financing Agreement is truly transformational for NowVertical,” said Sandeep Mendiratta, CEO of NowVertical. “It simplifies our capital structure by consolidating debt previously spread across multiple lenders into a single, long-term facility with significantly improved terms. This provides immediate access to capital to fuel our organic growth under the ‘One Brand, One Business’ strategy, while also positioning us to pursue targeted, strategic acquisitions. Importantly, the Facilities give us the flexibility to renegotiate or fully retire our existing convertible loan, materially reducing our cost of capital and preserving our cash position. Combined with a shift from short-term to long-term debt, this strengthens our balance sheet and allows us to operate with greater agility. HSBC’s support reflects the institutional confidence we’ve unlocked by evolving into a single, integrated business—providing enhanced capital access and a stronger foundation for scalable, strategic growth.”

“We are pleased to support NowVertical’s next phase of growth,” said Chris Winter, Senior Corporate Relationship Director at HSBC. “This partnership underscores our confidence in NowVertical's vision and growth strategy.”

Pursuant to the Facilities Agreement, the borrowers have access to the Facilities, a portion of which will be used to repay existing debt, with the remainder available for general working capital purposes and acquisitions. The Facilities consist of: (i) a $6 million term loan, amortizing equally over 5 years and maturing on the fifth anniversary of the Facilities Agreement; and (ii) a $12 million revolving credit facility with an initial 3-year term, which may be extended for up to an additional 24 months. In addition, amounts available under the revolving credit facility may be increased to $20 million upon the exercise of an accordion option and certain ancillary facilities, subject to HSBC’s consent.

Amounts drawn under the Facilities shall bear interest at a competitive interest rate ranging from 2.25% per annum to 3.75% per annum in respect of the term loan and 1.75% per annum to 3.25% per annum in respect of the revolving credit facility, in each case above the SOFR floating rate, with rates increasing or decreasing based on NowVertical’s net leverage position. In addition, NowVertical is obligated to pay a commitment fee in respect of undrawn amounts available under the revolving credit facility. The initial blended interest rate on the Facilities is approximately 7.25%.

In connection with entering into the Facilities Agreement, NowVertical will use amounts available under the Facilities to prepay certain existing term debt, including obligations to TD Bank and Export Development Canada. The obligations of the borrowers under the Facilities have been guaranteed by NowVertical and certain of NowVertical’s subsidiaries, including NowVertical UK Limited, NowVertical UK Holdings Limited, Acrotrend Solutions Limited, NowVertical Group, Inc., and Resonant Analytics, LLC (collectively, the “Guarantors”), and security granted by the Company and the Guarantors, including: (i) a pledge of all of the issued and outstanding shares of each of the material Guarantors; and (ii) a security interest in substantially all of the assets of the Company and certain of the Guarantors.

Concurrently with the execution of the Facilities Agreement, NowVertical entered into a subordination agreement with HSBC and TSX Trust Company (“TSX Trust”), in its capacity as trustee under the debenture indenture dated as of October 5, 2022, pursuant to which TSX Trust confirmed the subordination of the amounts owing to the holders of senior unsecured convertible debentures to obligations of NowVertical under the Facilities Agreement.

NowVertical is pleased to have worked with Fort Capital Partners as its advisor on this transaction.

About NowVertical Group Inc.
NowVertical is a global data and analytics company which helps clients transform data into tangible business value with AI, fast. Offering a comprehensive suite of solutions and services, the Company enables clients to quickly harness the full potential of their data, driving measurable outcomes and accelerating potential return on investment. Enterprises optimize decision-making, improve operational efficiency, and unlock long-term value from their data using the Company's AI-Infused first party and third-party technologies. NowVertical is growing organically and through strategic acquisitions.

For further details about NowVertical, please visit www.nowvertical.com.

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.

For further information, please contact:

Andre Garber, CDO 
 IR@nowvertical.com 

Investor Relations: Bristol Capital Ltd.
Stefan Eftychiou
 stefan@bristolir.com
+1(905)326-1888 x60 

Forward-Looking Statements

This news release contains forward-looking information and forward-looking information within the meaning of applicable Canadian securities laws (together "forward-looking statements"), including, with respect to the availability of funds under the Facilities, the ability of NowVertical to utilize funds under the Facilities, the effect of the Facilities on NowVertical’s operations contemplated in this press release on NowVertical’s business, finances and operations. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies, certain of which are unknown. Forward-looking statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause future results, performance, or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by the forward-looking statements and the forward-looking statements are not guarantees of future performance. Forward-looking statements are qualified in their entirety by inherent risks and uncertainties, including: adverse market conditions; risks inherent in the data analytics and artificial intelligence sectors in general; regulatory and legislative changes; that future results may vary from historical results; inability to service the Company’s debt; any inability to realize the expected benefits and synergies of acquisitions or dispositions; that market competition may affect the business, results and financial condition of the Company and other risk factors identified in documents filed by the Company under its profile at www.sedarplus.com, including the Company's management's discussion and analysis for the year ended December 31, 2024. 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.