Mr. Evan Gappelberg reports

NEXTECH3D.AI ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE 100% OF ARWAY, STREAMLINING OPERATIONS

Nextech3D.AI Corp. and ARway Corp. have entered into a definitive agreement dated Dec. 1, 2025, setting forth the terms and conditions of their previously announced transaction pursuant to which Nextech3D.AI proposes to acquire all of the common shares of ARway that it does not already own. The transaction will allow Nextech3D.AI to further consolidate its technology stack with ARway and Map Dynamics (Map D), creating a more unified and competitive offering for the global events industry while streamlining operations.

Strategic rationale

Owned by ARway, Map D supports hundreds of events annually with interactive floor plans, exhibitor tools, ticketing, badge printing, mobile apps and blockchain ticketing. Bringing ARway back in-house is expected to streamline operations, eliminate redundant overhead and accelerate development across AI (artificial intelligence), AR (augmented reality) and navigation technologies.

Nextech3D.AI currently owns approximately 40 per cent of ARway, with management holding an additional approximately 20 per cent, demonstrating strong alignment and long-term commitment.

The consolidation is expected to:

• Reduce costs through team and technology integration;
• Accelerate product innovation by combining AI, AR navigation and 3-D tools into a single event platform.

The unified suite will span event set-up, AI matchmaking, AR/AI navigation, ticketing, payments and blockchain capabilities -- supporting Nextech3D.AI's strategy of growing recurring SaaS (software-as-a-service) revenue.

About ARway Corp.

ARway, spun out from Nextech3D.AI in 2022, provides no-code, no-hardware AR navigation. Following the transaction, it will operate as a wholly owned subsidiary with its technology embedded directly into Map D.

Chief executive officer comment

"This reacquisition streamlines Nextech3D.AI into a stronger, more unified company. Integrating ARway with Map D accelerates our vision for a full AI-powered event technology suite."

Further details of the transaction:

• 38,641,161 ARway shares currently outstanding;
• 225,298,980 Nextech3D.AI shares currently outstanding;
• 19,866,921 Nextech3D.AI shares issuable as consideration;
• Deemed price of 8.3 cents per ARway share and 16.1 cents per Nextech3D.AI share.

The exchange ratio is one ARway share to be exchanged for approximately 0.514 of a Nextech3D.AI share.

Pursuant to the definitive agreement, the transaction will proceed by way of a three-cornered amalgamation, whereby ARway will amalgamate with a wholly owned subsidiary of Nextech3D.AI and shareholders of ARway will receive an aggregate of 19,866,921 Nextech3D.AI shares on a pro rata basis, calculated based upon their existing holdings of ARway.

There are currently an aggregate 38,641,161 ARway shares and no convertible securities of ARway issued and outstanding. Accordingly, based on the exchange ratio and assuming no other share issuances by ARway, shareholders of ARway will receive approximately 0.514 Nextech3D.AI share in exchange for each ARway share held.

The deemed price for each ARway share to be acquired pursuant to the transaction shall be 8.3 cents, resulting in an aggregate valuation of ARway of approximately $3.2-million or such other price as permitted by applicable regulatory authorities, including the Canadian Securities Exchange. It is expected that following completion of the transaction, the current holders of ARway shares will hold approximately 8.1 per cent of the outstanding Nextech3D.AI shares immediately following closing on a non-diluted basis, based on an aggregate of 225,298,980 Nextech3D.AI shares currently issued and outstanding.

There are not expected to be any changes to the management of either Nextech3D.AI or ARway as a result of the transaction. The ARway shares will be delisted from the CSE upon completion of the transaction. This is a related party transaction under applicable securities regulations.

Completion of the transaction remains subject to the receipt of ARway shareholder approval, CSE approval and customary closing conditions. A notice of meeting and circular with full details will be filed on SEDAR+ in due course. There can be no assurance that the transaction will be completed as proposed or at all.

Further details about the proposed transaction will be provided in a disclosure document to be prepared and filed in connection therewith. Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the transaction, any information released or received with respect to the foregoing matters may not be accurate or complete and should not be relied upon.

We seek Safe Harbor.