Mr. Evan Gappelberg reports

ARWAY CORP. ANNOUNCES DEFINITIVE AGREEMENT FOR NEXTECH3D.AI TO ACQUIRE 100% OF ARWAY SHARES

ARway Corp. has entered into a definitive agreement dated Dec. 1, 2025, with Nextech3D.AI Corp., pursuant to which Nextech3D.AI has agreed to acquire all of the outstanding common shares of ARway not already owned by Nextech3D.AI. Nextech3D.AI currently owns approximately 15 million ARway shares or approximately 40 per cent of the 38.6 million ARway shares outstanding.

The transaction reunifies ARway with Nextech3D.AI and Map Dynamics (Map D), enabling a fully integrated platform that combines AI (artificial intelligence), AR (augmented reality) navigation and large-scale event technology into one cohesive solution.

Strategic rationale for ARway shareholders

ARway's technology -- no-code AR navigation using visual marker tracking -- has gained traction across enterprise, retail and venue-based applications. By reintegrating with Nextech3D.AI, ARway will benefit from:

• Streamlined operations and reduced overhead:
  • Consolidating into Nextech3D.AI's technology ecosystem removes duplicative administrative and operational costs;
• Accelerated product innovation:
  • ARway's AR navigation system will be integrated directly into Map D's event suite, which currently supports hundreds of events annually with interactive floor plans, exhibitor tools, ticketing, badge printing, mobile apps, AI matchmaking and blockchain ticketing;
• A unified event and navigation platform:
  • Together with Nextech3D.AI's AI and 3-D modelling capabilities, ARway will become part of a single end-to-end platform covering:
    • Event set-up and management;
    • AI-powered attendee/exhibitor matchmaking;
    • AR and AI navigation inside venues;
    • Ticketing, payment technologies and blockchain tools.

This positions ARway's technology for broader commercial adoption within the global events and enterprise navigation sectors.

Nextech3D.AI management also holds an additional approximately 20-per-cent stake in ARway, demonstrating strong alignment and long-term commitment to ARway's success.

About ARway Corp.

ARway was originally incubated within Nextech3D.AI before being spun out and listed independently in 2022. The platform enables indoor navigation without beacons, GPS (Global Positioning System) or hardware powered solely by visual markers and AI. After completion of the transaction, ARway will operate as a wholly owned subsidiary of Nextech3D.AI, with its AR navigation tools fully integrated into the Map D ecosystem.

Chief executive officer comment

"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."

Further details of the transaction

ARway shares outstanding:  38,641,161

Nextech3D.AI shares outstanding:  225,298,980

Nextech3D.AI shares issuable to ARway holders:19,866,921  

Deemed price:  8.3 cents per ARway share; 16.1 cents per Nextech3D.AI share

Exchange ratio:  one ARway share equal to approximately 0.514 Nextech3D.AI share

Implied valuation of ARway:  approximately $3.2-million

The transaction will proceed via a three-cornered amalgamation. ARway will amalgamate with a wholly owned Nextech3D.AI subsidiary and ARway shareholders will receive 19,866,921 Nextech3D.AI shares on a pro rata basis according to the exchange ratio.

Following completion, ARway shareholders are expected to own approximately 8.1 per cent of Nextech3D.AI shares on a non-diluted basis. The ARway shares will be delisted from the Canadian Securities Exchange at closing.

There will be no changes to management of either company as a result of the transaction.

Completion of the transaction remains subject to:

• ARway shareholder approval;
• CSE approval;
• Customary closing conditions.

Additional details will be provided in the management information circular to be filed on SEDAR+. Investors are cautioned that information may not be complete until official disclosure documents are released

About ARway Corp.

ARway is a pioneering platform specializing in AR- and AI-driven solutions for event management, venue navigation and attendee engagement. As a spinoff of Nextech3D.AI, ARway leverages cutting-edge technology to revolutionize the way events are managed and experienced, delivering seamless, interactive and personalized solutions for attendees and organizers alike.

About Map Dynamics

Map D is an intuitive, self-serve event management platform offering a comprehensive suite of tools designed to streamline event planning and execution. With its easy-to-use interface, Map D enables clients to manage floor space sales, exhibitor services, speaker schedules and attendee communications all in real time. By automating event logistics, simplifying the sales process and providing opportunities for new revenue streams, Map D empowers event organizers to focus on delivering exceptional experiences. Additionally, Map D's future updates include a native mobile app that will incorporate AR wayfinding features for in-person events or serve as a virtual venue for remote events.

We seek Safe Harbor.