ARway signs definitive agreement for Nextech3D.AI

Executive Summary

• Nextech3D.AI entered a definitive agreement to acquire all remaining ARway shares not already owned, creating a fully integrated AI‑AR navigation and event‑technology platform.
• The deal values ARway at approximately $3.2 million with an exchange ratio of 0.514 Nextech3D.AI share per ARway share (deemed price 8.3¢ per ARway share, 16.1¢ per Nextech3D.AI share).
• Post‑closing, ARway shareholders will own roughly 8.1 % of Nextech3D.AI on a non‑diluted basis; ARway will be delisted from the Canadian Securities Exchange and become a wholly‑owned subsidiary.

Key Details

• Shares Outstanding: ARway – 38,641,161; Nextech3D.AI – 225,298,980.
• Exchange Ratio: 1 ARway share = ~0.514 Nextech3D.AI shares.
• Consideration: ARway shareholders receive 19,866,921 Nextech3D.AI shares (pro‑rata).
• Implied Valuation of ARway: ≈ $3.2 million.
• Current Ownership: Nextech3D.AI already holds ~15 M ARway shares (~40 %); an additional ~20 % stake is held by Nextech3D.AI management.
• Strategic Rationale:
• Consolidate operations, reduce overhead, and eliminate duplicate costs.
• Integrate AR navigation into Map D’s event suite for enhanced product innovation.
• Create a unified platform combining AI, AR navigation, 3‑D modelling, ticketing, payment, and blockchain tools.
• Post‑Transaction Ownership: ARway shareholders expected to own ~8.1 % of Nextech3D.AI shares (non‑diluted).
• Corporate Structure: Transaction will be executed via a three‑cornered amalgamation; ARway will merge into a wholly‑owned Nextech3D.AI subsidiary.
• Management Impact: No changes to the management teams of either company.
• Regulatory & Closing Conditions: Subject to approval by ARway shareholders, CSE (Canadian Securities Exchange) approval, and customary closing conditions.
• Delisting: ARway shares will be delisted from the CSE upon closing.

Notable Quotes

“This transaction sets ARway on an accelerated path forward. By rejoining Nextech3D.AI and integrating directly with Map D, we are unlocking a larger commercial opportunity for our AR navigation technology within an AI‑powered unified event platform.” – CEO, ARway Corp.