Nextech3D.AI to reacquire all shares of ARway

Executive Summary

• Nextech3D.AI Corp. intends to acquire the remaining 60% of Arway Corp. that it does not already own, aiming to fully consolidate Arway into its existing Map Dynamics (Map D) platform.
• The transaction involves a three-cornered amalgamation where Arway shareholders will receive Nextech common shares in exchange for their Arway shares, subject to shareholder and regulatory approvals.
• The strategic rationale is to eliminate duplicative overhead, streamline operations, and create a unified, end-to-end SaaS event technology suite powered by AI, 3-D modeling, and immersive tools.

Key Details

• Transaction Structure: A three-cornered amalgamation where Arway amalgamates with a wholly owned subsidiary of Nextech.
• Consideration: Arway shareholders will receive Nextech common shares in exchange for each Arway share held.
• Exchange Ratio/Price: Final terms, including the exchange ratio and deemed price, are not yet disclosed and will be detailed in a forthcoming shareholder circular.
• Current Ownership: Nextech currently owns approximately 15 million shares of Arway (approx. 40% of outstanding shares). Nextech management collectively holds an additional 20% stake.
• Target: Arway Corp., a provider of AI spatial computing and event platform technology, originally spun out from Nextech in October 2022.
• Strategic Goals:
  • Eliminate duplicative overhead and redundant expenses.
  • Unify AI, AR, and navigation tools directly within the Map D event suite.
  • Create a single end-to-end SaaS platform covering event setup, AI-powered matchmaking, AR/AI navigation, and ticketing (including upcoming blockchain capabilities).
  • Accelerate product development and enhance revenue growth through higher adoption rates and stronger customer retention.
• Regulatory/Approval Conditions: Completion is subject to Arway shareholder approval, Canadian Securities Exchange (CSE) approval, and customary closing conditions.
• Next Steps: A notice of meeting and circular with full details will be filed on SEDAR+ in due course.

Notable Quotes

• "This reacquisition represents the consolidation of our businesses into a stronger, more streamlined Nextech3D.AI. By fully integrating Arway with Map D, we are accelerating our vision of delivering a unified event technology suite powered by AI, 3-D modelling and immersive tools." — Evan Gappelberg, CEO