Mr. Evan Gappelberg reports

NEXTECH3D.AI ANNOUNCES BROKERED OFFERING OF UNITS FOR UP TO $3 MILLION, WITH PARTICIPATION BY CEO

Nextech3D.AI (formerly known as Nextech AR Solutions Corp.) has entered into an agreement with Research Capital Corp. as the sole agent and sole bookrunner in connection with a marketed private placement offering of units of the company at a price of 42 cents per unit for aggregate gross proceeds of up to $3-million.

Each unit shall be composed of one common share of the company and one purchase warrant of the company. Each warrant shall entitle the holder thereof to purchase one common share at an exercise price of 52 cents for a period of 36 months from closing (as defined herein).

The company will grant the agent an option to increase the size of the offering by up to 15 per cent of the number of units by giving written notice of the exercise of the agent's option, or a part thereof, to the company at any time up to 48 hours prior to the closing date.

The offering will be conducted pursuant to the amendments to National Instrument 45-106 (Prospectus Exemptions) set forth in Part 5A thereof to purchasers resident in Canada, except Quebec. The units offered under the listed issuer financing exemption will not be subject to resale restrictions pursuant to applicable Canadian securities laws. There is an offering document related to the offering that can be viewed under the company's profile at SEDAR and on the company's website. Prospective investors should read this offering document before making an investment decision.

The net proceeds from the offering will be used for working capital and general corporate purposes.

The offering is anticipated to close on or about the week of July 24, 2023, or such later date as the company and the agent may determine. The closing is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the Canadian Securities Exchange. Evan Gappelberg intends to participate in the offering, which will be completed pursuant to available related-party exemptions under Multilateral Instrument 61-101 (Protection of Minority Shareholders in Special Transactions).

About Nextech3D.AI

The company (OTCQX: NEXCF) (Canadian Securities Exchange: NTAR) (Frankfurt Stock Exchange: EP2) is a diversified augmented reality, artificial intelligence technology company that leverages proprietary artificial intelligence 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.

On Oct. 26, 2022, Nextech3D.ai spun out its spatial computing platform, ARway.ai, as a stand-alone public company. ARway.ai is disrupting the augmented-reality way-finding market with a no-code, no-beacon spatial computing platform enabled by visual marker tracking. Nextech3D.ai retained 13 million shares in ARway and distributed four million shares to Nextech3D.ai shareholders. ARway.ai is currently listed on the Canadian Securities Exchange (ARWY), in the United States on the OTCQB (ARWYF) and internationally on the Frankfurt Stock Exchange (FSE: E65).

On June 14, 2023, the company completed its second spinout of Toggle3D.ai, a groundbreaking software-as-a-service solution that utilizes generative AI to convert CAD files, apply stunning 4K texturing and enable seamless publishing of superior 4K 3-D models. Nextech3D.ai retained 13 million shares in Toggle3D.ai and distributed four million shares to Nextech3D.ai shareholders. Toggle3D.ai is trading on the Canadian Securities Exchange (TGGL) and in the United States (TGGLF).

We seek Safe Harbor.