Mr. Evan Gappelberg reports

NEXTECH3D.AI SHAREHOLDERS APPROVE IPO SPIN-OUT OF ITS GENERATIVE-AI CAD-3D DESIGN STUDIO "TOGGLE3D.AI"

Nextech AR Solutions Corp. received shareholder approval at the annual and special meeting of shareholders of the company held on June 5, 2023, to proceed with its proposed plan of arrangement under the Business Corporations Act (British Columbia) to spin out the company's Toggle3D.ai CAD 3-D design studio and associated assets. The final court hearing to approve the plan of arrangement is scheduled for June 9, 2023, with a record date of June 8 and listing. The expected trade date for Toggle3D.ai is June 13, 2023 (subject to approvals), of the Canadian Securities Exchange.

As previously announced, the arrangement will result in, among other things, Nextech receiving an aggregate of 13 million common shares of Toggle3D.ai (Spinco shares) and an aggregate of four million Toggle3D.ai (Spinco) shares being distributed directly to the shareholders of Nextech 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 CGI (computer-generated image) 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 plans to sell approximately 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, on the OTCQB as ARWYF and on the Frankfurt Stock Exchange as E65.

Toggle3D.ai is emerging as a stand-alone public company, initially trading on the Canadian Securities Exchange (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.

Join Nextech for a special Toggle3D.ai investor live stream Thursday, June 8

Chief executive officer Evan Gappelberg will discuss the coming IPO spinout.

Plus chief product officer Dasha Vdovina will provide an exciting updated product presentation of Toggle3D.ai.

Date: Thursday, June 8, 2023

Time: 10 a.m. Eastern Time

The company has hired GRA Enterprises LLC of 112 Camp Lane, Mooresville, N.C., 28117-8925 (the consultant), to provide increased market awareness for the company for a term of six months. The effective date of the term is May 29, 2023, and the term will end on Nov. 29, 2023. The company has paid the consultant a total of $50,000 for the term of the agreement.

About Toggle3D.ai

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:

Mr. Gappelberg -- chief executive officer

Mr. Gappelberg, the dynamic director and CEO 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. 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.

About Nextech AR Solutions Corp.

Nextech AR Solutions is a diversified augmented reality, AI technology company that leverages proprietary artificial intelligence (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 are disruptive technologies 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.

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