Mr. Evan Gappelberg reports

NEXTECH3D.AI SIGNS LETTER OF INTENT TO SELL SHARE CONTROL BLOCK OF TOGGLE3D.AI

Nextech3D.AI Corp. entered into a letter of intent on April 4, 2025 to sell up to an 80-per-cent equity interest in its spinout subsidiary, Toggle3D.ai Inc., to TQG Technologies. The transaction marks a significant strategic move to both provide Nextech3D.AI with a non-dilutive cash infusion of $610,000 as well as unlocking shareholder value by transitioning Toggle3D.ai into its next phase of growth under a new controlling shareholder.

Under the terms of the non-binding LOI, the transaction will be completed in three tranches. TQG has committed to an aggregate purchase of up to 80 per cent of Toggle3D.ai's issued and outstanding common shares. The first tranche of 11 million shares will be acquired for a cash consideration of $610,000. Subject to the closing of TQG's capital raise, a second tranche of five million shares will follow for $276,000. The final tranche will complete the 80-per-cent acquisition through a combination of share purchase and the vending in of TQG's assets into Toggle3D.ai.

A non-refundable deposit of $177,000 is to be paid upon the structure being finalized by TQG's management. Additional payments are scheduled through August, 2025, with a potential bonus of $710,000 payable if TQG closes a financing round of at least $5-million (U.S.) by that date.

"This transaction represents a thoughtful and strategic evolution for Toggle3D.ai," said Evan Gappelberg, chief executive officer of Nextech3D.AI. "Importantly, it also provides Nextech3D.AI with new capital, allowing Nextech3D.AI to focus on its core AI and 3-D modelling technologies."

The LOI provides for an integration and advisory period, during which the parties will determine the optimal transaction structure. It also includes standard conditions such as satisfactory due diligence, execution of a definitive agreement within 90 days, and any necessary regulatory or shareholder approvals. Toggle3D.ai management will maintain insight into major financial decisions for 180 days postclosing to support operational continuity.

A joint public announcement from both companies is planned to coincide with the execution of the definitive agreement. The companies also intend to roll out joint PR (public relations) initiatives featuring Toggle3D.ai's new business.

About Nextech3D.AI Corp.

Nextech3D.AI is a versatile augmented reality and AI (artificial intelligence) technology company that utilizes its proprietary AI to craft immersive 3-D experiences at scale for manufacturers with CAD files and for e-commerce merchants. The company's primary focus lies in creating high-quality 3-D WebAR photorealistic models for Amazon and various other on-line retailers with patented 2-D-to-3-D technology.

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