Mr. Evan Gappelberg reports

NEXTECH3D.AI ANNOUNCES PRIVATE PLACEMENT AND PROVIDES ADDITIONAL UPDATES

Nextech3D.AI Corp. has arranged a private placement pursuant to which it shall issue up to 4.25 million common shares of the company at a price of 15 cents per share, for aggregate gross proceeds to Nextech of up to $637,500.

The private placement will be completed pursuant to National Instrument 45-106 in accordance with Part 5A thereof, to subscribers resident in such jurisdictions as may be determined by the company in its discretion. The common shares of the company sold 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 at SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision. The net proceeds from the private placement will be used for working capital and general corporate purposes, as well as development of the company's AI (artificial intelligence) technology, sales and marketing, and expansion of its recently established operations in India. The private placement is anticipated to close on or about Dec. 29, 2023, or such other date as the company may determine.

Investment in 3-D modelling business

In addition, the company wishes to clarify the terms of its recently announced letter agreement with VCI Global Ltd., pursuant to which VCI has been granted the right to invest in, and earn up to a 51-per-cent interest in, the company's proprietary artificial intelligence platform for 3-D modelling and associated assets over an approximate nine-month term. In order to facilitate the transaction, Nextech shall transfer the assets comprising the 3-D modelling business to a new, wholly owned subsidiary (Subco), and VCI shall have the right to earn up to a 51-per-cent interest in Subco by making cash payments to the company aggregating $12,112,500 over an approximate nine-month period, pursuant to the terms of the agreement. None of the tranche payments involve the issuance of any common shares of Nextech, and each tranche payment is optional and shall be completed at the sole discretion of VCI.

An additional condition to the completion of the transaction requires VCI to participate in a private placement by the company in the aggregate amount of $637,500, upon terms that were yet to be determined at the time of execution of the agreement. Following the filing of the offering document, the company intends to invite VCI to participate in the private placement in satisfaction of this condition of the transaction. There can be no assurance that VCI will accept such offer, or otherwise exercise its option to complete any of the tranche payments.

The transaction remains subject to various conditions, including the receipt of all applicable third party approvals, the approval of the Canadian Securities Exchange and Nasdaq (as applicable), and the satisfaction of other conditions precedent as set forth in the letter agreement.

About Nextech3D.ai Corp.

The company 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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