Nextech AR Solutions to pursue direct spinout of Toggle3D platform

Nextech AR Solutions (NEXCF) has determined to pursue a direct spinout of its generative AI powered Toggle3D platform through a wholly-owned subsidiary of the Company. The transaction is currently anticipated to proceed by way of plan of arrangement pursuant to which the Toggle3D platform and associated assets will be spun out into a new Subco, but will be subject to final tax and legal structuring considerations. Evan Gappelberg, CEO of Nextech AR commented, "The spin-out of ARway Corporation (ARWYF) on October 26th, 2022 has proven to be a tremendously successful method to unlock value for Nextech shareholders. As of February 1, 2023, ARway is trading at $1.25 with 26.5 million shares issued, which is worth $33.1 million. Nextech still retains ownership of 13 million shares which are worth $16 million dollars from essentially zero prior to the spin out. Now we are announcing that we are going to do the same thing with Toggle3D. We believe there is a tremendous amount of shareholder value currently trapped inside Nextech and these spin-outs are aimed at unlocking that value by listing pure-play technology companies. We believe that Toggle3D is now commercially ready to disrupt the $11billion CAD market and once it’s spun out, we believe that just like ARway, it will create value for Nextech shareholders. This Toggle3D spin-out and the possibility of additional future spin-outs are intended to unlock the value of the technology that we have been heavily investing in, incubating and building inside Nextech for the last 4 years." The Arrangement, if completed, is anticipated to result in, among other things, Nextech retaining approximately 65% of the issued and outstanding shares of Subco upon completion of the transaction, approximately 20% of the Subco Shares being distributed directly to Nextech shareholders on a pro rata basis; and approximately 15% of the Subco Shares being distributed to certain service providers of Nextech in consideration of past services, as calculated prior to completion of the Private Placement following which the above percentages will be adjusted on a pro rata basis. In connection with the Arrangement, Nextech intends to seek a direct listing of the Subco Shares on the Canadian Securities Exchange.