The Fort Worth Press - Nextech3D.ai Announces Definitive Agreement to Acquire 100% of ARway, Streamlining Operations

TORONTO, ON / ACCESS Newswire / December 2, 2025 / Nextech3D.ai (CSE:NTAR)(OTCQX:NEXCF)(FSE:1SS), Nextech an AI-first 3D modeling and event technology company, and Arway is pleased to announce that they have entered into a definitive agreement dated December 1, 2025 (the "Definitive Agreement") setting forth the terms and conditions of their previously announced transaction pursuant to which Nextech proposes to acquire all of the common shares of Arway ("Arway Shares") which it does not already own (the "Transaction"). The Transaction will allow Nextech 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, AR, and navigation technologies.

Nextech currently owns ~40% of Arway, with management holding an additional ~20%, 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 3D tools into a single event platform

The unified suite will span event setup, AI matchmaking, AR/AI navigation, ticketing, payments, and blockchain capabilities-supporting Nextech's strategy of growing recurring SaaS revenue.

About ARway

Arway, spun out from Nextech 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.

CEO 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 Nextech shares currently outstanding

• 19,866,921 Nextech shares issuable as consideration

• Deemed price of $0.083 per Arway share and $0.161 per Nextech share

The Exchange ratio is one (1) Arway share will be exchanged for approximately .514 of Nextech shares.

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 Nextech and shareholders of Arway will receive an aggregate of 19,866,921

Nextech Shares on a pro rata basis, calculated based upon their existing holdings of Arway (the "Exchange Ratio").

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 Nextech Shares in exchange for each one Arway Share held.

The deemed price for each Arway Share to be acquired pursuant to the Transaction shall be C$0.083 resulting in an aggregate valuation of Arway of approximately $3,200,000 or such other price as permitted by applicable regulatory authorities, including the Canadian Securities Exchange (the "CSE"). It is expected that following completion of the Transaction, the current holders of Arway Shares will hold approximately 8.1% of the outstanding Nextech Shares immediately following closing on a non-diluted basis, based on an aggregate of 225,298,980

Nextech Shares currently issued and outstanding.

There are not expected to be any changes to the management of either Nextech 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.

About Nextech3D.ai

For more details on Nextech's AI roadmap and related developments, visit: www.nextechar.com/investors

For more information, visit Nextech3D.ai

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For more information and full report go to https://www.sedarplus.ca

For further information, please contact:

Nextech3D.ai and Arway Corporation
Evan Gappelberg / CEO and Director
866-ARITIZE (274-8493)

Forward-looking Statements

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. Certain information contained herein may constitute "forward-looking information" under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as, "will be" or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements regarding the completion of the Transaction and the potential benefits thereof are subject to known and unknown risks, uncertainties and other factors. There can be no assurance that such statements will prove to be accurate, as future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Neither Nextech nor Arway will update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

SOURCE: NexTech3D.AI Corp.

View the original press release on ACCESS Newswire

M.T.Smith--TFWP