ARway Corp. Announces Definitive Agreement for Nextech3D.ai to Acquire 100% of ARway Shares

Executive Summary

• ARway Corporation entered into a definitive agreement to be acquired by Nextech3D.ai in an all‑share transaction.
• The deal values ARway at approximately C$3.2 million, with ARway shareholders receiving 19,866,921 Nextech shares (exchange ratio ~0.514:1) and will own about 8.1% of Nextech on a non‑diluted basis after closing.
• Completion is subject to shareholder approvals, CSE approval and customary closing conditions; ARway will become a wholly‑owned subsidiary and its shares will be delisted from the CSE.

Key Details

• Transaction Structure: Three‑cornered amalgamation – ARway will merge into a Nextech subsidiary; ARway shareholders receive Nextech shares on a pro‑rata basis.
• Shares Outstanding (pre‑transaction):
• ARway: 38,641,161 common shares
• Nextech: 225,298,980 common shares
• Shares Issuable to ARway Holders: 19,866,921 Nextech shares.
• Deemed Prices: C$0.083 per ARway share; C$0.161 per Nextech share.
• Exchange Ratio: 1 ARway share = ~0.514 Nextech shares.
• Implied Valuation of ARway: Approximately C$3.2 million.
• Post‑Closing Ownership: ARway shareholders expected to own ~8.1% of Nextech’s outstanding shares (non‑diluted).
• Management Impact: No changes to the management teams of either company.
• Strategic Rationale:
• Streamlined operations and reduced overhead by eliminating duplicate functions.
• Accelerated product innovation through integration of AR navigation into Map D’s event platform.
• Creation of a unified AI‑AR event & navigation solution covering event setup, matchmaking, venue navigation, ticketing, payments, and blockchain tools.
• Closing Conditions: Requires approval from ARway shareholders, CSE clearance, and customary closing conditions.
• Delisting: ARway shares will be delisted from the Canadian Securities Exchange upon transaction completion.

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.” – Evan Gappelberg, CEO & Director, ARway Corporation