NowVertical Group, Inc. entered into a letter of intent to acquire Good2Go Corp. (TSXV:GOTO.P) in a reverse merger transaction on February 17, 2021. NowVertical Group, Inc. entered into a business combination agreement to acquire Good2Go Corp. (TSXV:GOTO.P) in a reverse merger transaction on March 22, 2021. In accordance with the terms of the LOI, it is anticipated that Good2Go will, directly or indirectly, acquire all of the issued and outstanding common shares of NowVertical shares with the intention that such acquisition will constitute a “Qualifying Transaction”. Following the completion of the transaction, the securityholders of NowVertical (including those investors in the Subscription Receipt Financing) will hold, directly or indirectly, a significant majority of the outstanding post-Consolidation Resulting Issuer Shares (or, if applicable, multiple voting shares in the case of certain shareholders) or securities convertible into, or exchangeable for, such Resulting Issuer Shares. The shareholders of NowVertical and the subscribers for Subscription Receipts will own, respectively, 76.52% and 17.40% of voting rights attached to shares of the Resulting Issuer, Good2Go will hold approximately 2.49% of the outstanding Resulting Issuer Shares. In connection with completion of the transaction, NowVertical or an affiliate intends to complete a brokered private placement financing of 8.39 million subscription receipts (the "Subscription Receipts") for gross proceeds of approximately CAD 8.39 million. Following the completion of the transaction, Good2Go will become the “Resulting Issuer”. In connection with the Proposed Transaction, Good2Go would consolidate its shares on a 4.5 to 1 basis immediately prior to the closing of the transaction. Upon closing, it is anticipated that the Resulting Issuer will be listed on the Exchange under the name "NowVertical Group Inc.". The resulting issuer intends to seek the listing of its to be established subordinate voting shares or such other shares determined by NowVertical on the Exchange.

The parties also anticipate that in conjunction with and upon closing of the transaction, the Resulting Issuer's board of directors will consist of no fewer than five directors, nominated by NowVertical. The executive officers of the Resulting Issuer will be appointed by NowVertical. Subject to TSXV approval, on completion of the transaction, it is currently anticipated that the board of directors of the Resulting Issuer will consist of five directors, including the following individuals: Daren Trousdell, John Adamovich, Darrel MacMullin, Scott Nierberski and one additional independent director nominee to be designated by Good2Go. Management of the Resulting Issuer will include: Daren Trousdell, John Adamovich, Andre Garber, Altaf Bahora, and Aimee Lessard. The transaction is subject to conditional approval of the listing of the Resulting Issuer Shares, approval by the board of directors of NowVertical and Good2Go, completion of satisfactory due diligence, entering into of a definitive agreement between the parties, completion of the Subscription Receipt Financing, approval of the Exchange, the approval by the Good2Go shareholders, financial audit of Good2Go, Good2Go has a cash balance of not less than CAD 0 and Good2Go, Pubco Sub and Merger Sub have no liabilities, along with all other all necessary regulatory and third-party consents and approvals and other customary matters. The transaction has been approved by the Board of Directors of NowVertical and Good2Go. On April 28, 2021 the shareholders of Good2Go approved the transaction. On June 18, 2021 Transaction received conditional approval from the TSX Venture Exchange and the Qualifying Transaction is expected to close on or about June 29, 2021. Neil Kravitz of Fasken Martineau DuMoulin LLP acted as the legal advisor to NowVertical and Michael Dolphin of WeirFoulds LLP acted as the legal advisor to Good2Go. TSX Trust Company is acting as Transfer Agent for Good2Go.