Mr. Evan Gappelberg reports

NEXTECH3D.AI GAME-CHANGING GENERATIVE-AI CAD 3D DESIGN STUDIO TOGGLE3D.AI PRIMED FOR $7 MILLION JUNE IPO

Nextech AR Solutions Corp. is planning the eagerly anticipated spinoff of Toggle3D.ai. The expected trade date for Toggle3D.ai is June 13, 2023 (subject to approvals), on the Canadian Securities Exchange. Nextech shareholders of record will be issued an exclusive dividend of four million newly issued shares in the revolutionary Toggle3D.ai, on a pro rata basis.

Toggle3D.ai is a groundbreaking software-as-a-service solution that utilizes generative artificial intelligence to convert CAD files, apply stunning 4K texturing and enable seamless publishing of superior 4K 3-D models, serving various industries within the $160-billion computer-generated image (CGI) market. With its augmented reality-based rapid prototyping Web app, Toggle3D.ai empowers designers, artists, marketers and e-commerce owners to effortlessly convert, texture, customize and publish high-quality 3-D models and experiences, regardless of technical or 3-D design expertise.

After the initial public offering spinout Nextech is going to retain 13 million shares or about a 50-per-cent ownership stake in Toggle3D.ai. The company is selling about 8.4 million shares at 25 cents per unit (including a 50-cent warrant). The company has raised $2.1-million giving Toggle3D.ai a $7.1-million postmoney valuation.

The spinout of Toggle3D.ai follows Nextech's successful spinout on Oct. 26, 2022, of ARway.ai, currently trading on the CSE as ARWY and on the OTCQB as ARWYF.

Toggle3D.ai is emerging as a stand-alone public company, initially trading on the CSE as TGGL, with plans to expand its presence to the Frankfurt and OTC markets in the near future. This strategic move not only drives innovation but also unlocks substantial shareholder value, reflecting Nextech's commitment to driving the industry forward.

Timeline to IPO:

• Annual general and special meeting (AGSM) is scheduled to take place on June 5, 2023.
• The final court hearing to approve the plan of arrangement is scheduled for June 9, 2023.
• The expected trade date for Toggle3D.ai is June 13, 2023, on the Canadian Securities Exchange.

Toggle3D.ai platform improvements and updates:

• As of May 17, 2023, the Toggle3D.ai platform had a total of 2,204 sign-ups, representing a 1,533-per-cent increase. Since the beta launch, Toggle3D.ai3Dai has attracted a variety of users such as designers, developers, 3-D artists, entrepreneurs and creators, reaching thousands of users on the platform within a few months.
• As of May 17, 2023, the Toggle3D.ai platform had a total of 3,334 active projects, representing a 1,664-per-cent increase since beta launch.
• Toggle3D.ai is expected to launch out of beta in June, 2023.
• Sign-ups from major enterprise brands, including LG, Honeywell, Vizio and more.
• Toggle3D.ai recently launched breakthrough generative AI technology that facilitates the generation of 3-D materials from text prompts. In the text-to-3-D material pipeline, users can input a text prompt into the AI generator, and the system creates multiple image variations of that prompt. The generated images are then layered with texture maps to create a 3-D material.
• Toggle3D.ai has recently increased the converting power of its CAD to POLY importer by over 10 times, and is now able to convert manufacturing files over 1,000 megabytes. These new features will allow the company to close new revenue opportunities for enterprise-level manufacturers looking to unleash their CAD files for usage on the Web.
• In March, Toggle3D.ai launched new machine learning (ML) and computer vision technology for the Toggle3D.ai platform. These powerful ML and computer vision tools simplify and speed up production pipelines for Web and extended reality developers who need high-fidelity 3-D models, but who often have limited resources available due to large file sizes or hardware limitations.
• The rapid adoption of this technology is continuing and positions Toggle3D.ai to become an industry leader in the estimated $160-billion global CGI application software market.

Toggle3D.ai, introduced in September, 2022, is a cutting-edge stand-alone Web application that combines augmented reality (AR) technology with user-friendly features, allowing product designers, 3-D artists, marketing professionals and e-commerce site owners to effortlessly create, customize and publish top-tier 3-D models and immersive experiences, even without prior technical or 3-D design expertise. The company strongly believes that Toggle3D.ai represents a groundbreaking solution, being the first platform of its kind, with the potential to revolutionize the manufacturing and design industry. It offers an affordable and scalable approach to converting large CAD files into lightweight 3-D models, making it a game changer for businesses in this sector.

Toggle3D.ai benefits over 3-D legacy software

No learning curve

Toggle3D.ai stands out from legacy 3-D design software by eliminating the learning curve and making 3-D design accessible to everyone, regardless of their technical background. Unlike traditional systems that require months of learning, Toggle3D.ai simplifies the process by humanizing design terminology, providing guided templates and using machine learning to make the tools user-friendly.

Web-based collaboration

Being Web-based, users can access Toggle3D.ai instantly on their browsers without the need for downloads, updates or system compatibility concerns. Additionally, the platform offers advanced in-app collaboration features, enabling multiple users to work together on the same project in real time, facilitating quick feedback, decision-making and cross-department collaboration.

These collaborative tools empower businesses to adopt 3-D design organization-wide, enhancing workflow efficiency and unleashing the potential of group iteration.

Further details of the arrangement

The directors and officers of Toggle3D.ai on closing of the arrangement are anticipated to be as follows:

Evan Gappelberg -- chief executive officer

Mr. Gappelberg, the dynamic director and chief executive officer of Nextech, is a seasoned entrepreneur renowned for his ability to launch and lead successful start-ups. With expertise in financing, operations and public markets, he brings a wealth of experience to the table. As the visionary behind over 500 popular apps on Apple's iTunes and Google Play stores, Mr. Gappelberg's entrepreneurial journey began even before his impressive Wall Street career as a hedge fund manager and senior vice-president of finance. With a remarkable record and deep knowledge of capital markets, he is a driving force in managing Nextech's growth as a public company.

Belinda Tyldesley -- director and corporate secretary

Mrs. Tyldesley is the president of Closing Bell Services, a consulting company that provides corporate secretarial services. Mrs. Tyldesley has extensive experience across all sectors of the economy with regulatory compliance in all Canadian jurisdictions and reporting issuers listed on the Toronto Stock Exchange (TSX), the TSX Venture Exchange (TSX-V), Canadian Securities Exchange (CSE) and the Neo Exchange (NEO), as well as providing legal assistance and secretarial services. Mrs. Tyldesley holds an associate diploma in business legal practice from Holmesglen College in Melbourne, Australia. She currently serves as the corporate secretary and a director of Nextech and Arway.

Andrew Chan -- chief financial officer

Mr. Chan has over 20 years of experience across finance, accounting, business analytics and strategy, focusing on the technology and financial services sectors with half of his career serving high-growth, public technology companies. After over a decade in public accounting (including nine years at Ernst & Young), Mr. Chan moved into senior finance positions with Real Matters Inc. and goeasy Ltd. -- both offering technology solutions for the financial services industry -- where he was involved in several financings, transactions and acquisitions with an aggregate value of well over a billion dollars. Mr. Chan has successfully integrated and led finance-related functional groups, including treasury and banking, corporate reporting, and budgeting and was instrumental in forging strong relationships with business unit leaders to enable successful revenue forecasting and delivery. He currently serves as the chief financial officer of Nextech and Arway. Mr. Chan is a chartered public accountant (CPA, CA) and also holds a bachelor of commerce degree specializing in accounting and finance from the University of Toronto.

Jeff Dawley -- director

Mr. Dawley is president and co-founder of Cybersecurity Compliance Corp., a cybersecurity company, and previously served as the principal and chief financial officer of BridgePoint Financial Group, a litigation finance group of companies. Mr. Dawley currently serves as a director of Nextech and Arway.

The arrangement is subject to court and shareholder approval of the arrangement, and standard closing conditions. The arrangement cannot close until the required shareholder and court approval is obtained. There can be no assurance that the arrangement will be completed as proposed, or at all. Further details about the proposed arrangement 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 arrangement, any information released or received with respect to the foregoing matters may not be accurate or complete and should not be relied upon.

About Nextech AR Solutions Corp.

Nextech AR Solutions is an augmented reality and AI technology company that harnesses cutting-edge proprietary AI to create engaging 3-D experiences for e-commerce brands. With a focus on developing disruptive technologies, Nextech spins them out as independent public companies, rewarding shareholders with stock dividends while retaining a substantial ownership stake in each spinout.

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