Toronto, Ontario–(Newsfile Corp. – February 22, 2021) – Good2Go Corp. (TSXV: GOTO.P) (“G2G“) and NowVertical Group, Inc. (“NVG“), are pleased to announce further details concerning the concurrent brokered private placement and additional updates on G2G’s proposed arm’s length qualifying transaction (the “Transaction“), which were previously announced on February 18, 2021 following signature by the parties of a non-binding letter of intent with regard to the Transaction on February 17, 2021.

Brokered Private Placement

NVG has engaged Echelon Wealth Partners Inc. (the “Lead Agent“), on behalf of a syndicate of agents including Canaccord Genuity Corp., Stifel GMP, and Haywood Securities (the “Agents“), to act as agents on a “commercially reasonable efforts” basis in connection with a private placement offering of up to 8,000,000 subscription receipts (the “Subscription Receipts“) at a price of CAD$1.00 per Subscription Receipt (the “Issue Price“) for aggregate gross proceeds of up to CAD$8,000,000 (the “Offering“), which amount is an increase from the CAD$5,000,000 originally announced on February 18, 2021. The Offering will be completed through a newly-created affiliate of NVG (“NVG FinCo“) formed for the purposes of participating in the Offering and the Transaction.

The Agents have been granted an option (the “Agents’ Option“) to offer for sale up to 2,000,000 additional Subscription Receipts, on the same terms and conditions. The Agents’ Option will be exercisable, in whole or in part, at any time up to 48 hours prior to the closing of the Offering.

Each Subscription Receipt will be sold at the Issue Price and will be automatically exchanged, for no additional consideration, into one common share in the capital of NVG FinCo (a “Common Share“), on the satisfaction of the Escrow Release Conditions (as defined below).

The Offering is being completed in conjunction with the Transaction, pursuant to which G2G (the “Resulting Issuer“) will acquire, directly and indirectly, all of the shares of NVG in exchange for post-consolidation subordinate voting shares or another class of shares of G2G (the “Resulting Issuer Shares“). In connection with completion of the Transaction, all of the NVG FinCo common shares issued upon the conversion of the Subscription Receipts will automatically be exchanged for Resulting Issuer Shares on a one for one basis. At completion of the Transaction, a finder’s fee will be payable to an arm’s length finder, as will be further disclosed in a subsequent press release.

Subscription funds received in connection with the Offering, less certain fees and expenses, will be held in escrow pending satisfaction of certain release conditions (the “Escrow Release Conditions“), such as the satisfaction or waiver of all conditions precedent to the completion of the Transaction and the receipt of all required shareholder and regulatory approvals related to the Transaction (including, without limitation, conditional approval of the TSX Venture Exchange (the “Exchange“) of the Transaction and the listing of the Resulting Issuer Shares). In the event that the Escrow Release Conditions are not satisfied on or prior to the date that is 120 days after the closing of the Offering, the escrowed subscription funds will be returned to subscribers in accordance with the terms of the subscription receipt agreement governing the Subscription Receipts.

NVG has agreed pay the Agents a cash commission of 7.0% of the gross proceeds of the Offering (50% of which commission will be paid on the closing of the Offering and the remaining 50% of which commission will be deposited in escrow). Further, NVG FinCo will issue to the Agents non-transferable compensation warrants (each a “Compensation Warrant“) equal to 7.0% of the aggregate number of Subscription Receipts sold under the Offering. Each Compensation Warrant will be exercisable at the Issue Price for a period of 24 months from the date of the completion of the Transaction. The Agents will receive a reduced commission of 3.0% cash and 3.0% Compensation Warrants for President’s List subscriptions representing a maximum of up to 20% of the gross proceeds of the Offering.

The net proceeds from the Offering are intended to be used for sales and marketing, strategic acquisitions, and general working capital purposes.

The Subscription Receipts will be offered for sale to purchasers in: (i) all of the Provinces of Canada as agreed upon between NVG and the Lead Agent, pursuant to available private placement exemptions; (ii) the United States on a private placement basis pursuant to available exemptions from the registration requirements under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“); and (iii) offshore jurisdictions agreed upon between NVG and the Lead Agent pursuant to available prospectus or registration exemptions in accordance with applicable securities laws. The Common Shares to be issued under the Offering will be subject to an indefinite hold period under applicable securities laws. Upon completion of the Transaction, the Resulting Issuer Shares will not be subject to any statutory hold periods under applicable securities laws. The listing of the Resulting Issuer Shares remains subject to approval by the Exchange.

About Good2Go Corp.

G2G was incorporated under the Business Corporations Act (Ontario) on February 28, 2018 and is a capital pool company listed on the Exchange. G2G has no commercial operations and has no assets other than cash. G2G’s only business is to identify and evaluate assets or businesses with a view to completing a qualifying transaction.

Trading in the securities of a capital pool company should be considered highly speculative. Shares of G2G are currently halted from trading on the Exchange and trading is not expected to resume until completion of the Transaction.

For more information regarding Good2Go Corp. please contact:
James Cassina, President, [email protected]

About NowVertical Group, Inc.

NVG, a Delaware corporation, was formed on September 22, 2020 and has since acquired two existing operating businesses, with histories dating back to 2014 and 2019 respectively. With a focus on scaling NVG’s current efforts in the automotive and government verticals, coupled with an acquisition strategy focused on profitable and accretive data analytics software and services companies in other under-utilized data rich industries, NVG is positioned to be an invaluable tool for executives and government actors to make data informed decisions.

For more information regarding NowVertical Group, Inc., please contact:
Daren Trousdell, Chief Executive Officer, [email protected]

Disclaimers

Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release. The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the content of this press release.

All information contained in this press release with respect to G2G and NVG was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party..

Completion of the Transaction is subject to a number of conditions, including but not limited to, execution of a binding definitive agreement relating to the Transaction, any required court approval, any required G2G and NVG shareholder approvals, completion of satisfactory due diligence, Exchange acceptance, receipt of requisite regulatory approvals, and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required court and shareholder approvals, and any ancillary matters thereto, are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

Forward-Looking Information

This news release contains certain forward-looking statements that reflect the current views and/or expectations of management of G2G and NVG with respect to performance, business and future events, including but not limited to express or implied statements and assumptions regarding the intention of G2G and NVG to negotiate the Transaction and to complete the Transaction and the Offering. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which G2G and NVG operate. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. In particular, there is no guarantee that the parties will successfully negotiate and enter into a definitive agreement for or complete the Transaction contemplated herein, that G2G’s due diligence will be satisfactory or that G2G will obtain any required shareholder or regulatory approvals, including the listing of the Resulting Issuer Shares on the Exchange. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. Neither G2G nor NVG undertakes any obligation to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Not for distribution to U.S. newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/75007