Nextech3D.AI signs definitive agreement with ARway

Executive Summary

• Nextech3D.AI Corp. has entered into a definitive agreement to acquire the remaining 60% of ARway Corp. it does not already own, consolidating ARway as a wholly-owned subsidiary.
• The transaction is structured as a three-cornered amalgamation where ARway shareholders will receive approximately 0.514 Nextech3D.AI shares for each ARway share held.
• The strategic goal is to integrate ARway’s no-code AR navigation technology with Map Dynamics to create a unified AI-powered event technology suite, aiming to reduce costs and accelerate product innovation.

Key Details

• Transaction Structure: Three-cornered amalgamation; ARway amalgamates with a wholly owned subsidiary of Nextech3D.AI.
• Consideration: ARway shareholders will receive an aggregate of 19,866,921 Nextech3D.AI shares.
• Valuation: Deemed price of 8.3 cents per ARway share, resulting in an aggregate valuation of ARway of approximately $3.2 million.
• Exchange Ratio: One ARway share exchanges for approximately 0.514 Nextech3D.AI shares.
• Share Counts:
  • ARway shares outstanding: 38,641,161.
  • Nextech3D.AI shares outstanding: 225,298,980.
  • Nextech3D.AI shares issuable as consideration: 19,866,921.
• Post-Closing Ownership: Current ARway shareholders will hold approximately 8.1% of Nextech3D.AI’s outstanding shares on a non-diluted basis.
• Strategic Rationale: Consolidation of technology stack with Map Dynamics (Map D) to streamline operations, eliminate redundant overhead, and accelerate development in AI, AR, and navigation technologies.
• Operational Impact: ARway will operate as a wholly-owned subsidiary with its technology embedded directly into Map D. No changes to management are expected.
• Regulatory Status: Related party transaction; subject to ARway shareholder approval, CSE approval, and customary closing conditions. ARway shares will be delisted from the CSE upon completion.

Notable Quotes

• "This reacquisition streamlines Nextech3D.AI into a stronger, more unified company. Integrating ARway with Map D accelerates our vision for a full AI-powered event technology suite." — Chief Executive Officer