Good2Go Corp. Provides Update on Its Qualifying Transaction with NowVertical Group, Inc.

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  • NowVertical Group, Inc. is a Big Data analytics software company that helps the world’s best businesses win in the digital economy by providing them with information to make smarter decisions
  • NVG intends to complete a brokered private placement financing for gross proceeds of approximately $8.4 million on or about March 23, 2021
  • G2G expects to hold an annual general and special meeting of shareholders on or about April 28, 2021 to approve all matters related to the Qualifying Transaction

Toronto, Ontario–(Newsfile Corp. – March 23, 2021) – Good2Go Corp. (TSXV: GOTO.P) (“G2G” or the “Company“) and NowVertical Group, Inc. (“NVG“), a Delaware-based company specializing in accretive data analytics software and services, are pleased provide an update to their previously announced non-binding letter of intent dated February 17, 2021 to complete a going-public transaction for NVG (the “Proposed Transaction“), by way of entering into a Business Combination Agreement (as defined below) setting out the terms of the amalgamation and the merger that will constitute G2G’s “Qualifying Transaction” (the “Qualifying Transaction“) under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “TSXV“).

Pursuant to the Proposed Transaction, amongst other steps, it is contemplated that a wholly-owned U.S. subsidiary of G2G will merge with NVG and the security holders of NVG will become security holders of G2G. G2G will issue class A subordinate voting shares (“SVS“) and class B proportionate voting shares (“PVS“) to security holders of NVG, in accordance with their jurisdiction of residence. In this press release, G2G, as it will exist after the completion of the Proposed Transaction, is referred to as the “Resulting Issuer”. Each SVS will entitle the holder to one vote per share and each PVS will entitle the holder to the number of votes equal to the number of SVS into which each PVS is convertible (namely 100 SVS). The SVS and PVS otherwise have the same features. It is the parties’ intention that the SVS will be listed on the TSXV following the closing of the Proposed Transaction. G2G intends to change its name to “NowVertical Group Inc.”, or such other name designated by NVG and that is acceptable to the regulatory authorities.

The Proposed Transaction will be an “Arm’s Length Transaction” (as defined in the policies of the TSXV).

NVG is the reverse takeover acquirer in the transaction and the shareholders of NVG and the subscribers for Subscription Receipts (as defined below) will own, respectively, 76.42% and 17.40% of voting rights attached to shares of the Resulting Issuer, for aggregate ownership of 93.82% of the Resulting Issuer .

In connection with the Proposed Transaction, G2G entered into a finder’s fee agreement (the “Finder’s Fee Agreement“) dated December 21, 2020 with 2578218 Ontario Ltd. (the “Finder“). In consideration for its services, subject to TSXV approval, G2G will issue to the Finder at closing of the Proposed Transaction 1,778,000 SVS. The Finder is an arm’s length party from G2G.

NVG 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. NVG is focusing on scaling its current efforts in the global automotive and government verticals, and is pursuing 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 bureaucrats to make data informed decisions affecting billions of people globally. For more information about NVG, visit www.nowvertical.com.

Transaction Summary

On March 22, 2021, NVG, G2G, NVG Canada Finco, Inc. (“Finco“), 2824877 Ontario Inc. (“PubCo Sub“) and Good2Go (US) Corp. (“Merger Sub“) both wholly-owned subsidiaries of G2G, entered into a business combination agreement in connection with the Proposed Transaction. The Proposed Transaction will proceed, amongst other steps, by way of a “three-cornered” amalgamation and a reverse triangular merger, pursuant to which (i) Finco and Pubco Sub will amalgamate and the resulting entity will become a wholly-owned subsidiary of G2G; and (ii) NVG and Merger Sub will merge and the resulting entity will become a wholly-owned subsidiary of G2G.

Under the Proposed Transaction, the holders of NVG shares, including those shares acquired by way of the Private Placement (the “NVG Shares“) will receive SVS or PVS of the Resulting Issuer (“Resulting Issuer Shares“) in exchange for their NVG Shares, in accordance with their jurisdiction of residence. In addition, upon the completion of the Proposed Transaction, all of NVG’s and Finco’s securities exercisable or exchangeable for, or convertible into, or other rights to acquire NVG or Finco securities outstanding at completion of the Proposed Transaction (the “Convertible Securities“) will be exchanged for securities exercisable or exchangeable for, or convertible into, rights to acquire SVS or PVS, in accordance with their jurisdiction of residence, on the same economic terms and conditions as such original outstanding securities. Following the completion of the Proposed Transaction, G2G will become the “Resulting Issuer”. In connection with the Proposed Transaction, G2G would consolidate its shares on a 4.5 to 1 basis immediately prior to the closing of the Proposed Transaction.

Upon completion of the Proposed Transaction, the security holders of NVG will hold approximately 35,559,497 Resulting Issuer Shares, representing approximately 76.52% of the Resulting Issuer Shares (assuming the issuance of 8,394,000 Subscription Receipts pursuant to the Private Placement described below, whereas the current shareholders of G2G will hold 1,202,593 Resulting Issuer Shares representing approximately 2.49% of the outstanding Resulting Issuer Shares. Investors in the Private Placement (as defined below) will hold 8,394,000 Resulting Issuer Shares representing approximately 17.4% of the outstanding Resulting issuer Shares and the Finder will hold 1,778,000 Resulting Issuer Shares representing approximately 3.68% of the outstanding Resulting Issuer Shares.

The parties also anticipate that in conjunction with and upon closing of the Proposed Transaction, the Resulting Issuer’s board of directors will consist of no fewer than five (5) directors (the “New Directors“), nominated by NVG. The executive officers of the Resulting Issuer will be appointed by NVG and are expected to include Daren Trousdell, John Adamovich, Andre Garber, Altaf Bahora, and Aimee Lessard.

G2G expects to hold an annual general and special meeting of its shareholders on or about April 28, 2021, to put forth and nominate the New Directors, in addition to approve certain related matters in connection with the Proposed Transaction, including the consolidation of its shares and an amendment to its articles to create the SVS and PVS. Following the Proposed Transaction and the Private Placement, Daren Trousdell will indirectly own more than 10% of voting rights attached to shares of the Resulting Issuer. No party not acting at arm`s length with G2G has an interest in the proposed Transaction.

Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, the receipt of regulatory approval, including the approval of the TSXV, completion of the concurrent private placement, the approval by the G2G shareholders, certain standard closing conditions, including there being no material adverse change in the business of G2G or NVG prior to completion of the Proposed Transaction.

Proposed Board of Directors and Management of the Resulting Issuer

Subject to TSXV approval, on completion of the Proposed Transaction, it is currently anticipated that the board of directors of the Resulting Issuer will consist of five (5) directors, including the following individuals: Daren Trousdell, John Adamovich, Darrel MacMullin, Scott Nierberski and one additional independent director nominee to be designated by G2G.

Management of the Resulting Issuer will include: Daren Trousdell, John Adamovich, Andre Garber, Altaf Bahora, and Aimee Lessard. Detailed biographies of the proposed directors and officers will be provided in the G2G’s Filing Statement.

Concurrent Private Placement and Secondary Offering

In conjunction with, and prior to the closing of the Proposed Transaction, NVG intends to complete a brokered private placement through Finco on or about March 23, 2021 of approximately 8,394,000 subscription receipts (the “Subscription Receipts“) at a purchase price of $1.00 per subscription price for gross proceeds of approximately $8,394,000 (the “Private Placement“). The private placement is being completed by a syndicate of agents, led by Echelon Wealth Partners Inc. (the “Lead Agent“) and including Canaccord Genuity Corp. and Haywood Securities Inc. (together with the Lead Agent, the “Agents“). Each Subscription Receipt will be automatically exchanged for or converted automatically into one (1) common share of Finco (each, a “Finco Share“), which will then be exchanged for SVS or PVS of the Resulting Issuer in the context of the Proposed Transaction.

The Agents will receive a cash commission of 7% of gross proceeds for the sold Subscription Receipts (other than those sold to certain identified buyers, for gross proceeds of up to a maximum 20% of the Private Placement, subject to a maximum amount of $2,000,000) as well as compensation warrants exercisable into Resulting Issuer Shares equal to 7% of the number of Subscription Receipts sold (provided that the compensation warrants will equal to 3% in respect of certain identified purchasers).

Sponsorship

Sponsorship may be required by the TSXV unless exempt in accordance with TSXV policies. If applicable, the Company will include any additional information regarding sponsorship in a subsequent press release.

Forward-Looking Statements

This release includes forward-looking information within the meaning of Canadian securities laws regarding G2G and NVG and their respective businesses, which may include, but are not limited to, statements with respect to the completion of the Proposed Transaction and Private Placement, the terms on which the Proposed Transaction and Private Placement is intended to be completed, the ability to obtain regulatory and shareholder approvals, the listing of the SVS on the TSXV, and other factors. Often but not always, forward-looking information can be identified by the use of words such as “expect”, “intends”, “anticipated”, “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would” or “will” be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, including completion of the Proposed Transaction and Private Placement (and the proposed terms upon which the Proposed Transaction and Private Placement is proposed to be completed), may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the threat detection technology industry, market conditions, economic factors, management’s ability to manage and to operate the business of the Resulting Issuer and the equity markets generally. Although G2G and NVG have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and neither G2G nor NVG undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

For more information regarding Good2Go Corp. please contact:
James Cassina, President, cassina@bellnet.ca

For more information regarding NowVertical Group, Inc., please contact:
Daren Trousdell, Chief Executive Officer, daren@nowvertical.com

About NVG

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 global 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 affecting billions of people globally.

About G2G

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 closing of the Proposed Transaction. 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.

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.

Cautionary Statement

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of G2G should be considered highly speculative.

The TSX Venture Exchange Inc. has not in any way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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/78294