Mr. Evan Gappelberg reports

NEXTECH AR ANNOUNCES OVERNIGHT MARKETED PUBLIC OFFERING OF UNITS FOR UP TO $3 MILLION

Nextech AR Solutions Corp. has entered into an agreement with Research Capital Corp. as sole agent and sole bookrunner in connection with an overnight marketed public offering of units of the company for gross proceeds of up to $3-million.

The final pricing of the units and the number of units to be sold pursuant to the offering will be determined in the context of the market.

Each unit shall comprise one common share of the company and one common share purchase warrant of the company.

The company has granted to the agent an option to increase the size of the offering by up to an additional number of units and/or the components thereof that in aggregate would be equal to 15 per cent of the total number of units to be issued under the offering, to cover overallotments, if any, and for market stabilization purposes, exercisable at any time and from time to time up to 30 days following the closing of the offering.

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

The closing of the offering is expected to occur on or about Jan. 31, 2023, or such other earlier or later date as the agent and company may agree upon. Closing is subject to the company receiving all necessary regulatory approvals, including any requisite approval of the Canadian Securities Exchange to list the common shares and the common shares issuable upon exercise of the warrants and the agent's broker warrants on the exchange.

The company intends to file a prospectus supplement to the company's short form base shelf prospectus dated March 21, 2022, following pricing of the offering with the securities regulatory authorities in each of the provinces and territories of Canada (except Quebec). Copies of the shelf prospectus and the prospectus supplement to be filed in connection with the offering can be found on SEDAR. The shelf prospectus and the prospectus supplement will contain important detailed information about the company and the offering. Prospective investors should read the prospectus supplement and accompanying shelf prospectus and the other documents the company has filed on SEDAR before making an investment decision.

About Nextech AR Solutions Corp.

Nextech AR is a diversified augmented reality, AI (artificial intelligence) technology company that leverages proprietary AI 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 is disruptive technology 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, Nextech AR completed its first spinout of an augmented reality wayfinding solution company called ARway. Nextech AR retained a control ownership in ARway Corp. with 13 million shares or a 50-per-cent stake. ARway is currently listed on the Canadian Securities Exchange, in United States on the OTC and internationally on the Frankfurt Stock Exchange.

On Dec. 14, 2022, Nextech AR announced its proposed second spinout of Toggle3D, an AI-powered 3-D design studio, to compete with Adobe. Toggle3D is expected to be public in the first half of 2023.

We seek Safe Harbor.