TORONTO, Jan. 30, 2024 (GLOBE NEWSWIRE) — NowVertical Group Inc. (“NowVertical” or the “Company”) (TSX-V: NOW) (OTCQB: NOWVF) has obtained an injunction from the Ontario Superior Court of Justice against Daren Trousdell, a shareholder and former director and officer of the Company.
Among other things, the injunction prohibits Mr. Trousdell, and any other person acting jointly or in concert with him, from directly or indirectly and in any way:
- acquiring any securities of the Company;
- selling or agreeing to sell any securities of the Company except to the extent that the aggregate consideration received from such sales does not exceed more than $125,000 USD per quarter;
- engaging in any short sale of the Company’s shares;
- soliciting or participating in the solicitation of any proxies;
- seeking to advise or influence any person with respect to the voting of any securities of the Company;
- seeking representation on the Company’s board of directors;
- seeking to control or influence the board, management or policies of the Company;
- interfering in any way with any contractual relationship or other business of the Company;
- engaging in any discussions, or advising, assisting or encouraging any other person in connection with the foregoing; or
- corresponding with other Company shareholders in respect of any of the foregoing.
Accordingly, any breach of the above will result in a breach of the Court’s judgment. The Company will now proceed with a private and confidential arbitration with Mr. Trousdell in which it is seeking remedies for Mr. Trousdell’s recent conduct. The injunction will remain in place until the arbitrator renders his decision.
In addition, as Mr. Trousdell disclosed in his press release of January 18, 2024, he is contractually required to vote all of his shares, howsoever controlled, in favour of any resolution put to a shareholder vote that is recommended by the Company’s management or board of directors until at least December 31, 2024.
NowVertical looks forward to putting the distraction caused by recent events behind it and will continue to focus on generating value for all stakeholders.
About NowVertical Group Inc.:
NowVertical Group is a Vertical Intelligence (VI) software and services provider that delivers vertically-specific data, technology, and artificial intelligence (AI) applications into private and public verticals globally. NOW’s proprietary solutions sit at the foundation of the modern enterprise by transforming AI investments into VI, enabling its customers to minimize their risk, accelerate the time to value, and reduce costs. NOW is rapidly growing organically and through targeted acquisitions. For more information about NOW, 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, Co-founder, CDO and Board member
IR@nowvertical.com
Glen Nelson, Investor Relations and Communications:
glen.nelson@nowvertical.com
t: (403) 763-9797
Cautionary Statement
This news release contains forward-looking information and forward-looking information within the meaning of applicable Canadian securities laws (together “forward-looking statements”), including, without limitation: the Company’s ability to prevent persons from engaging in attempts to influence the management, board or policies of the Company, the Company’s ability to prevent persons from announcing or disclosing any intentions or desires in connection with the management, board or policies of the Company, the future solicitation of proxies by persons other than the Company and the effectiveness of the order from the court. 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. 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: direct and indirect material adverse effects from the COVID-19 pandemic; 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 obtain any requisite future financing on suitable terms; any inability to realize the expected benefits and synergies of acquisitions; 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.ca, including the Company’s managements discussion and analysis for the ear ended December 31, 2022 dated April 28, 2023 and the prospectus supplement (including all documents incorporated by reference therein) dated February 22, 2023. 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.
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