Star Metro - Nextech3D.ai Provides Update on Acquisition of Remaining ARway Shares

As previously announced (see press release dated July 27, 2026), Nextech and ARway entered into a definitive agreement dated July 24, 2026 (the "Definitive Agreement") setting forth the terms and conditions of the transaction (the "Transaction") whereby Nextech will acquire all of the outstanding ARway Shares pursuant to a three-cornered amalgamation. Under the Transaction, ARway will amalgamate with a wholly owned subsidiary of Nextech and shareholders of ARway will receive common shares of Nextech ("Nextech Shares") on a pro rata basis, based upon an exchange ratio of 0.5141388221 Nextech Shares for each ARway Share.

All Nextech Shares acquired by Nextech as an existing shareholder of ARway pursuant to the Transaction will be cancelled immediately following completion of the Transaction.

Each of Nextech and ARway received a draft fairness opinion from an independent fairness advisor prior to execution of the Definitive Agreement. The Definitive Agreement contained a condition in favor of each company requiring receipt of final fairness opinions in form and substance acceptable to both parties.

Following execution and announcement of the Definitive Agreement, Nextech and ARway received the final fairness opinions and are pleased to confirm that these conditions to completion of the Transaction have now been fully satisfied.

Based upon the final fairness opinions, the total value ascribed to Nextech and ARway pursuant to the Transaction has been adjusted from the values previously announced on July 27, 2026, as follows:

Transaction Valuation

• ARway

  • 38,641,161 ARway Shares

  • C$0.065960 (20-day VWAP)

  • Implied Equity Value: C$2,548,789

• Nextech

  • 236,660,791 Nextech Shares

  • C$0.140314 (20-day VWAP)

  • Implied Equity Value: C$33,206,763

All other terms of the Transaction remain as previously announced.

For further details, please refer to the joint press release of ARway and Nextech dated July 27, 2026, available on SEDAR+.

Completion of the Transaction remains subject to receipt of ARway shareholder approval, Canadian Securities Exchange approval, and customary closing conditions. A notice of meeting and management information circular containing full details of the Transaction will be filed on SEDAR+ in due course.

There can be no assurance that the Transaction will be completed as proposed, or at all.

Further details about the proposed Transaction will be provided in the disclosure documents to be prepared and filed in connection therewith. Investors are cautioned that, except as disclosed in such disclosure documents, any information released or received with respect to the foregoing matters may not be accurate or complete and should not be relied upon.

About Nextech3D.ai

Nextech3D.ai is an AI-first technology company focused on transforming engagement through artificial intelligence, event technology, spatial computing, augmented reality, and immersive digital experiences. Through its portfolio of enterprise software, AI solutions, and event technology platforms, Nextech helps organizations create more engaging and productive experiences for customers, employees, and event participants.

For more details on Nextech's AI roadmap and related developments, visit:

Investor Relations: www.nextechar.com/investors

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SEDAR+ Filings: View on SEDAR+

For Further Information

Nextech3D.ai and ARway Corporation
Evan Gappelberg
CEO & Director
866-ARITIZE (274-8493)

Forward-Looking Statements

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Certain information contained herein may constitute "forward-looking information" under applicable Canadian securities legislation. This news release contains forward-looking statements relating to the anticipated completion of the Transaction, the satisfaction of conditions to closing, and related matters. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will," "expects," "anticipates," or similar expressions.

Forward-looking statements regarding the completion of the Transaction and the potential benefits thereof are subject to known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those anticipated. There can be no assurance that such statements will prove to be accurate, as future events and actual results could differ materially from those anticipated.

Accordingly, readers should not place undue reliance on forward-looking statements. Neither Nextech nor ARway undertakes any obligation to update forward-looking information except as required by applicable securities laws.

SOURCE: NexTech3D.AI Corp

View the original press release on ACCESS Newswire

V.Jackson--SMC