Star Metro - ARway Provides Update on Proposed Acquisition by Nextech3D.ai; Closing Expected in October 2026

On a standalone basis, ARway generated revenue of approximately $1.58 million and gross profit of approximately $1.52 million for the fiscal year ended March 31, 2026.

Nextech and ARway are pleased to jointly announce that they have entered into a definitive agreement dated July 24, 2026 (the "Definitive Agreement") setting forth the terms and conditions of their previously announced transaction (the "Transaction"), pursuant to which Nextech proposes to acquire all of the common shares of ARway (the "ARway Shares").

Nextech currently owns approximately 15 million ARway Shares, representing approximately 40% of ARway's outstanding shares, while management and insiders own an additional approximately 20%. The Transaction will allow Nextech to further consolidate its technology stack with ARway and Map Dynamics ("Map D"), creating a more unified and competitive offering for the global events industry while streamlining operations.

Closing is anticipated in October 2026. Upon completion of the Transaction, ARway will become a wholly owned subsidiary of Nextech, consolidating ownership of ARway's technology, intellectual property, and event technology assets under a single corporate structure.

Strategic Benefits

ARway owns Map D, a leading event management platform that supports hundreds of events annually through interactive floor plans, exhibitor management, and event engagement technologies.

By integrating ARway and Map D directly into Nextech, management believes the Company will be better positioned to:

• Accelerate product innovation

• Eliminate duplicate overhead

• Improve operational efficiency

• Deliver a more comprehensive AI-powered event technology platform

The combined technology stack will span:

• Event registration and ticketing

• Interactive floor plans

• Exhibitor management

• AI-powered attendee matchmaking

• AR and AI navigation

• Mobile event engagement

• Payment processing

• Blockchain ticketing

• 3D modeling and spatial computing

CEO Commentary

Evan Gappelberg, CEO of Nextech3D.ai, commented:

"This transaction is about simplification, scale, and value creation. By consolidating 100% ownership of ARway, we are bringing together technologies that are highly complementary and strategically important to our future. The result is a more unified company, a stronger product offering, and a clearer path toward growing recurring SaaS revenue. We believe this positions Nextech to accelerate innovation while creating greater long-term value for shareholders."

Looking Ahead

Management of Nextech believes completion of the acquisition will further strengthen Nextech's position as an AI-first technology company focused on event technology, spatial computing, augmented reality, and digital engagement solutions.

As the Company advances toward the anticipated October 2026 closing, Nextech remains focused on:

• Integrating its technology portfolio

• Expanding recurring SaaS revenue opportunities

• Creating long-term shareholder value through a more streamlined and operationally efficient business

Further Details of the Transaction

• 38,641,161 ARway Shares are currently outstanding.

• 236,660,791 Nextech Shares are currently outstanding.

• An aggregate of approximately 19,866,921 Nextech Shares will be issuable as consideration for the Transaction.

• Deemed value of $0.065 per ARway Share and $0.12 per Nextech Share.

• Exchange ratio of approximately 0.5141388221 Nextech Shares for each one (1) ARway Share (the "Exchange Ratio").

Pursuant to the Definitive Agreement, the Transaction will proceed by way of a three-cornered amalgamation, whereby ARway will amalgamate with a wholly owned subsidiary of Nextech and shareholders of ARway will receive Nextech Shares on a pro rata basis, calculated based on their existing holdings of ARway Shares and the Exchange Ratio.

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.

There are not expected to be any changes to the management of either Nextech or ARway as a result of the Transaction. The ARway Shares will be delisted from the Canadian Securities Exchange upon completion of the Transaction.

Completion of the Transaction remains subject to:

• Approval by ARway shareholders;

• Approval of the Canadian Securities Exchange; and

• Satisfaction of 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 regarding the proposed Transaction will be included in a disclosure document to be prepared and filed in connection with the Transaction. Investors are cautioned that, except as disclosed in such disclosure document, any information released or received with respect to these 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 Information

• Nextech3D.ai Investor Relations

• SEDAR+ Filings

For Further Information

Nextech3D.ai and ARway Corporation
Evan Gappelberg
Chief Executive Officer & Director
Tel: 866-ARITIZE (274-8493)

Forward-Looking Statements

The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.

Certain information contained herein may constitute "forward-looking information" within the meaning of applicable Canadian securities legislation. This news release contains forward-looking statements relating to, among other things, the anticipated completion of the acquisition of the remaining outstanding shares of ARway, the expected timing of closing, anticipated strategic and operational benefits, future revenue opportunities, and growth initiatives.

Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will," "expects," "anticipates," "believes," or variations of such words and phrases. Forward-looking statements are based on management's current expectations and assumptions and are subject to known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such statements.

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

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

SOURCE: ARway Corporation

View the original press release on ACCESS Newswire

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