Mr. Evan Gappelberg reports

NEXTECH3D.AI ANNOUNCES $3.6 MILLION PRIVATE PLACEMENT

Nextech3D.AI Corp. proposes to complete a private placement, pursuant to which it will issue up to 30 million units at a price of 12 cents per unit to raise aggregate gross proceeds of up to $3.6-million.

Each unit will comprise one common share of the company and one common share purchase warrant, with each whole warrant exercisable to acquire one additional common share at a price of 17 cents for a period of 36 months from the date of issuance thereof.

An aggregate of up to 19.5 million units will be issued pursuant to National Instrument 45-106, in accordance with Part 5A thereof, to purchasers resident in Canada, except Quebec, and other jurisdictions outside of Canada. The units offered under the listed issuer financing exemption will not be subject to resale restrictions pursuant to applicable Canadian securities laws. There is an offering document related to the offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision. The net proceeds from the offering will be used for working capital and general corporate purposes. The offering is anticipated to close on or about the week of Nov. 22, 2023, or such later date as the company may determine. The company may pay a finder's fee of up to 8 per cent of the gross proceeds of the offering to eligible registrants assisting in the offering, and issue such number of brokers' warrants equal to up to 8 per cent of the number of units sold by such registrants, with each broker's warrant entitling the holder to acquire one share at 12 cents for a period of 36 months.

It is anticipated that certain insiders of the company may acquire units under the offering. Such participation, if any, will be considered a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of any related party participation in the offering, as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it will involve interested parties, is expected to exceed 25 per cent of the company's market capitalization (as determined under MI 61-101).

The closing is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the Canadian Securities Exchange.

About Nextech3D.AI Corp.

The company is a diversified augmented reality and technology company that leverages proprietary artificial intelligence to create three-dimensional experiences for the metaverse. Its main business is creating three-dimensional Web AR photorealistic models for the Prime Ecommerce 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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