Star Metro - Arway Provides Supplemental Disclosure on Arway Acquisition

1. The Exchange Ratio was originally determined effective as of December 2, 2025, concurrently with the execution of an original definitive agreement governing the Acquisition (the "December Agreement"). The December Agreement was later superseded by an updated definitive agreement between the parties dated as July 24, 2026 (the "Definitive Agreement"), although the Exchange Ratio remained unchanged between the two agreements. The Exchange Ratio was determined based upon an aggregate of 38,641,161 common shares of Arway outstanding, which had closed at $0.08 on December 1, 2025 (being the immediately preceding trading date prior to execution of the December Agreement). A modest premium was ascribed to this last trading value based upon the additional considerations set forth below, resulting in a deemed price of $0.083 per common share of Arway, or a deemed aggregate enterprise value of $3,207,216 ascribed to Arway. Similarly, there were an aggregate of 225,298,980 common shares of Nextech3D.ai outstanding as of such date, which had closed at $0.165 on December 1, 2025. A modest discount was ascribed to this last trading price based on the additional considerations set forth below, resulting in a deemed price of $0.161 per common share of Nextech3D.ai. Based on the foregoing, the parties agreed that an aggregate of 19,866,921 common shares of Nextech3D.ai would be issued for each one common share of Arway outstanding, resulting in the Exchange Ratio and an aggregate deemed consideration value of $3,198,574 being ascribed to the Nextech3D.ai common shares issuable pursuant to the Acquisition (with minor discrepancies due to rounding).

2. The Exchange Ratio was independently tested and verified in accordance with the fairness opinion prepared by RwE Growth Partners Inc. ("RwE"), which was originally delivered in connection with the December Agreement and then subsequently updated and delivered in connection with the Definitive Agreement dated as of July 14, 2026 (the "Fairness Opinion"). Consistent with the IFRS 13 fair value hierarchy, RwE relied primarily on quoted market prices, selecting the volume-weighted average trading prices on the Canadian Securities Exchange for the 20 most recent trading sessions to the valuation date of June 30, 2026, being (i) for Nextech3D.ai, June 3 to June 30, 2026 (C$0.1403 per common share, an equity value of approximately C$33.2 million); and (ii) for Arway, whose shares trade infrequently, the 20 most recent sessions in which trades occurred, April 14 to June 18, 2026 (C$0.0660 per common share, approximately C$2.55 million). Because the common shares of Arway are thinly traded and the consideration is payable in common shares of Nextech3D.ai, RwE corroborated both values with independent comparable-transaction (enterprise value-to-revenue) analyses, which indicated approximately C$2.5 million for Arway (2.88x weighted maintainable revenue of approximately C$853,000, against a median of 3.75x for the transactions reviewed) and approximately C$33.2 million for Nextech3D.ai (10.70x weighted maintainable revenue of approximately C$3.1 million). At these values, an at-market exchange ratio would be approximately 0.470. Accordingly, the Exchange Ratio of 0.5141388221 represented a slightly higher premium than the at-market ratio at the time of the Definitive Agreement. The special committee of Arway considered and reviewed all of the foregoing considerations and met with both management and RwE to discuss such matters. Following their review, the special committee of Arway accepted the conclusions of RwE as set forth in the Fairness Opinion.

3. The Exchange Ratio delivers approximately C$0.0721 of value per common share of Arway against C$0.0660 of fair market value surrendered, a premium of approximately 9.4%. As part of its retainer for the Arway special committee, RwE concluded that this premium was adequate. The Arway special committee considered this opinion of RwE as well as the extent of the premium in the context of the additional factors set forth below, and concluded that the premium was appropriate.

4. The Arway special committee further considered the fact that the Arway shareholders are not exiting the business of Arway but are retaining a continuing interest of approximately 4.89% in the combined business. Further, Arway shareholders are exchanging a thinly traded security for a materially more liquid one in Nextech3D.ai. These factors supported a modest premium in the Exchange Ratio, consistent with the considerations set forth above.

5. While the Arway special committee considered the potential alternative of seeking out an alternative transaction with another third party, it recognized the fact that Nextech3D.ai's existing 38.8% interest in Arway makes a competing offer unlikely, and that no such competing offer or expression of interest had emerged since the Acquisition was first announced on August 21, 2025. Further, Arway had not received any bona fide prior officers as contemplated by subsection 4.2(3)(d) of Multilateral Instrument 61-101 ("MI 61-101"). These factors supported proceeding with the Acquisition at the modest premium set forth above, as further detailed in the Circular.