Unless otherwise stated, all amounts are in US dollars.

VerticalScope Holdings Inc. (“VerticalScope” or the “Company”) (TSX: FORA; OTCQX: VFORF) announced today that it had entered into a second amended and restated credit agreement (such agreement, the “A&R Credit Agreement”), amending and restating the Company’s existing credit agreement with Capital One (the “Existing Credit Agreement”). The A&R Credit Agreement was amended and restated to remove the single term loan tranche under the Existing Credit Agreement and increase the revolving loan commitments under the Existing Credit Agreement to $100 million. The credit facility has been extended and will now mature on October 4, 2028. The A&R Credit Agreement contains representations and warranties, affirmative and negative covenants and events of default, and is secured on a basis consistent in material respects with the Existing Credit Agreement.

“We are excited to announce the refinancing of our credit facility. The new agreement provides us with greater flexibility at the same pricing and extends our term for another four years. Our strong operating results have allowed us to strengthen our balance sheet, and with this new credit agreement in place, we are in an even better position to pursue accretive acquisitions that will accelerate our growth. We thank our lenders for their continued long-term support of our business,” said Rob Laidlaw, Founder, CEO and Chair of VerticalScope.

Capital One, National Association, is acting as Sole Lead Arranger, Sole Book Runner and Administrative Agent for all lenders in connection with the A&R Credit Agreement. Citibank, National Association, National Bank of Canada and Royal Bank of Canada are additional parties in the bank syndicate.

Kirkland & Ellis LLP acted as legal counsel to VerticalScope and King & Spalding LLP acted as legal counsel to Capital One, National Association.

About VerticalScope

Founded in 1999 and headquartered in Toronto, Ontario, VerticalScope is a technology company that has built and operates a cloud-based digital platform for online enthusiast communities in high-consumer spending categories. VerticalScope's mission is to enable people with common interests to connect, explore their passions and share knowledge about the things they love. Through targeted acquisitions and development, VerticalScope has built a portfolio of over 1,200 online communities and more than 120 million monthly active users.

Forward-Looking Statements

This news release may contain forward-looking information within the meaning of applicable securities legislation that reflects the Company’s current expectations regarding future events. When used in this news release, words such as “should”, “could”, “intended”, “expect”, “plan” or “believe” and similar expressions indicate forward-looking statements. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control. Although the Company believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurances can be given that actual results will be consistent with these forward-looking statements. Such risks and uncertainties include, but are not limited to, the factors discussed under “Risk Factors” in the Company’s Annual Information Form dated April 1, 2024, which is available on the Company’s profile on SEDAR Plus at https://sedarplus.ca. Actual results could differ materially from those projected herein. VerticalScope does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required under applicable securities laws.

Related Links

http://www.verticalscope.com

Source: VerticalScope Holdings Inc.

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