Mr. Evan Gappelberg reports

NEXTECH3D.AI AI- IPO SPIN-OFF TOGGLE3D.AI APPROVED BY THE CANADIAN SECURITIES EXCHANGE (CSE) TO TRADE ON WEDNESDAY JUNE 14TH SYMBOL: TGGL

Nextech AR Solutions Corp. has received court approval for the Toggle3D.ai Inc. spinout, and trading on the Canadian Securities Exchange (CSE) will commence on June 14, 2023. Toggle3D.ai will be trading under the ticker symbol TGGL on the CSE.

The spinout will be effected pursuant to the company's previously announced plan of arrangement which received final court approval on June 9, 2023. Nextech shareholders will automatically receive an aggregate of four million shares as a stock dividend. After the spinout Nextech is going to retain 13 million shares or about a 50-per-cent ownership stake in Toggle3D.ai. Toggle3D.ai has raised $2,158,118 pursuant to the issuance of 8,632,473 common shares and 8,632,473 50-cent warrants.

The spinout of Toggle3D.ai follows Nextech's successful spinout on Oct. 26, 2022, of ARway.ai, currently trading on the CSE as ARWY and on the OTCQB as ARWYF.

Toggle3D.ai is emerging as a stand-alone public company, initially trading on the CSE as TGGL, with plans to expand its presence to the Frankfurt and OTC markets in the near future. This strategic move not only drives innovation but also unlocks substantial shareholder value, reflecting Nextech's commitment to driving the industry forward.

Further details of the arrangement

Pursuant to the arrangement, amongst other matters, the company will receive an aggregate of 16 million common shares of Toggle3D.ai (of which it shall immediately transfer three million such shares to certain service providers in respect of services rendered) and an aggregate of four million common shares of Toggle3D.ai will be distributed directly to the shareholders of the company as noted above. No fractional shares will be issued as a result of the reclassification.

Also pursuant to the arrangement, the company will undertake a reorganization of its share capital by:

• Renaming and redesignating all of its issued and unissued common shares as Class A common shares;
• Creating a new class consisting of an unlimited number of common shares.

Each shareholder of Nextech will exchange each Class A common share held at the effective time of the arrangement for (A) one new share, and (B) such shareholder's pro rata share of an aggregate of four million common shares of Toggle3D.ai to be distributed amongst all such shareholders, and such shareholders will cease to be the holders of the Class A common shares so exchanged. The authorized share capital of the company will then be amended to delete the Class A common shares. The new shares of the company being distributed pursuant to the arrangement will also commence trading at market open on June 14, 2023.

All registered Nextech shareholders must submit a letter of transmittal to Computershare Trust Company of Canada to receive their new shares and common shares of Toggle3D.ai. The letter of transmittal was included with the meeting materials distributed in connection with the annual and special meeting of the company held on June 5, 2023, and can also be found under the company's profile on SEDAR.

About Toggle3D.ai

Toggle3D.ai is a groundbreaking software-as-a-service solution that utilizes generative artificial intelligence to convert CAD files, apply stunning 4K texturing and enable seamless publishing of superior 4K 3-D models, serving various industries within the $160-billion computer-generated image market. With its augmented reality-based rapid prototyping Web app, Toggle3D empowers designers, artists, marketers and e-commerce owners to effortlessly convert, texture, customize and publish high-quality 3-D models and experiences, regardless of technical or 3-D design expertise.

Toggle3D.ai benefits over 3-D legacy software

No learning curve

Toggle3D.ai stands out from legacy 3-D design software by eliminating the learning curve and making 3-D design accessible to everyone, regardless of their technical background. Unlike traditional systems that require months of learning, Toggle3D.ai simplifies the process by humanizing design terminology, providing guided templates and using machine learning to make the tools user-friendly.

Web-based collaboration

Being Web-based, users can access Toggle3D.ai instantly on their browsers without the need for downloads, updates or system compatibility concerns. Additionally, the platform will offer advanced in-app collaboration features, enabling multiple users to work together on the same project in real time, facilitating quick feedback, decision-making and cross-department collaboration.

These collaborative tools empower businesses to adopt 3-D design organization-wide, enhancing workflow efficiency and unleashing the potential of group iteration.

About Nextech AR Solutions Corp.

Nextech AR Solutions is a diversified augmented reality, AI technology company that leverages proprietary artificial intelligence (AI) to create 3-D experiences for the metaverse. Its main businesses are creating 3-D WebAR photorealistic models for the prime e-commerce marketplace as well as many other on-line retailers. The company develops or acquires what it believes are disruptive technologies and once commercialized, spins them out as stand-alone public companies issuing a stock dividend to shareholders while retaining a significant ownership stake in the public spinout.

We seek Safe Harbor.