Nextech and PC 1 Corp. Enter into Binding Agreement to Complete Qualifying Transaction on the TSX-V

Spin Out Asset ARitize Maps is bringing the Metaverse to the Masses with a No-Code Web Based end to end Creator Platform

TORONTO — (BUSINESS WIRE) — June 3, 2022 — Nextech AR Solutions Corp. (“Nextech” or the “Company”) (OTCQB: NEXCF) (CSE: NTAR) (FSE: N29), its wholly-owned subsidiary ARWAY Ltd. (“ARWAY”) and PC 1 Corp. (TSXV: PCAA) (“PC 1”) are pleased to announce that they have entered into a binding letter agreement (the “Agreement”) which outlines the general terms and conditions of a proposed transaction pursuant to which PC 1, a capital pool company listed on the TSX Venture Exchange (the “TSXV”), will enter into a business combination pursuant to which it shall acquire the assets of ARWAY (the “Transaction”). The principal asset of ARWAY is an application currently called ARitize Maps, a No-Code Web Based end to end Metaverse Creator Platform. The Agreement was negotiated at arm’s length and is effective as of June 1, 2022. PC 1 has not commenced commercial operations and has no assets other than cash. The Transaction, when completed, will constitute PC 1’s “Qualifying Transaction”, as defined in TSXV policies.

Evan Gappelberg, CEO of Nextech commented, “We are now and have always been focused on increasing shareholder value, and through the spin out of the ARitize Maps application through one of our newly commercialized business units, I believe we are immediately creating shareholder value. The spin out will result in ARitize Maps being the principal asset of a stand-alone public company, in which Nextech will continue to be a significant shareholder. As a result, I do believe this new technology will get the recognition it deserves and see a positive revaluation, thereby benefiting Nextech shareholders through their continued indirect ownership interest in the technology.” He continued, “In addition to distributing a portion of the shares of the listed issuer resulting from the Transaction to existing Nextech shareholders, a private placement of a minimum of $1,500,000 will be completed into ARWAY or a special purpose financing vehicle as a condition of the Transaction, resulting in zero dilution to the holdings of Nextech shareholders in Nextech. ARitize Maps is only one of many assets that Nextech has incubated, with the potential for development into commercial stage businesses which can become stand-alone 'pure play' Metaverse spin outs in the future.”

About ARitize Maps

ARitize Maps (previously ARway) is a mobile app, all-in-one no code real-world Metaverse creation tool, with self-generating augmented reality (“AR”) mapping solutions for consumers and brands alike. The ARitize Maps offering will be paired with a no-code web based Creator Portal and SDK to form the Metaverse Experience Builder Platform (MEBP), launching to early adopters in July 2022. Creators can map, author and publish various Metaverse experiences ranging from wayfinding, to an array of AR experiences for exclusive branded activations.

With the ARitize Maps mobile app, anyone can spatially map their location within minutes, and populate it with interactive 3D content, augmented reality navigation, audio, text, images and more. Nextech provides a number of pre-loaded 3D objects, and creators can also upload their own OBJ/GLB files, and create their own 3D objects to populate their Metaverse. The platform has a Visual Position System (“VPS”) which Nextech refers to as Mapping and Localization where users can map and enable VPS in any area through the platform. Occlusion, Depth Sensing and segmentation are also available. Users can share their Metaverse with others, creating a new level of immersive interactivity for social, branding, advertising, gaming and more Metaverse experiences. Features in the ARitize Maps Creator Portal will include:

• AR NAVIGATION: Brands and creators can now author augmented reality navigation paths for large scale maps in real time.

• MULTIPLE CREATORS: Creators can now collaborate in the authoring of Metaverse experiences from across the globe in real time.

• VERSION CONTROL: The option to save map edits and version control, which will allow creators to control what changes to the maps will be released publicly.

• ANALYTICS: Creators can gauge the success of their creations against set objectives by analyzing consumption data.

Paul Duffy, the President of Nextech, recently presented an exclusive demo of ARitize Maps on the Wall Street Reporter’s Next Super Stock Live! Watch the demo - click here

The app has successfully been used and showcased at major events including:

• “Reality Hack” at MIT: Nextech teamed up with the Massachusetts Institute of Technology (MIT) for the XR Hackathon, “Reality Hack” where ARitize Maps was used as the main Metaverse platform. MIT event organizers used ARitize Maps for their participants, providing engaging event information, immersive event updates, and indoor augmented reality wayfinding, allowing participants to navigate their way around the event. In addition, hackers got access to the ARitize Maps platform, where they used the Company’s immersive technology to build their projects. A team that used ARitize Maps received the silver prize at the hackathon.

• RC Show by Restaurants Canada: The RC Show is one of the biggest events of the year for the foodservice and hospitality industry. As an official partner of the event, Nextech had its ARitize Maps 3D/AR technology on full display to the entire food, beverage and restaurant industry. View these video reels of ARitize Maps experiences of Bothwell Cheese and a Wine Showcase.

The ARitize Maps app has an unlimited number of use cases for augmenting physical spaces in the Metaverse, including gamification, events and tradeshows, art galleries, universities, retail stores, shopping centres, office buildings, transport, public spaces, sports stadiums, museums, restaurants, rental properties, real estate, and more. With value propositions spanning multiple industries and use cases, this app opens Nextech’s 3D/AR technology solutions to new markets, for personal and professional use by creators, brands and companies alike.

ARWAY is a private company governed by the laws of the United Kingdom. At the time of the Transaction, all intellectual property rights of Nextech associated with the ARitize Maps mobile app (the “Technology Rights”) will be held by ARWAY or another special purpose acquisition vehicle. Nextech will be the sole Vendor (as defined by TSXV Policy 2.4) of the Technology Rights or associated acquisition vehicle.

The Transaction

The Transaction is subject to regulatory approval, including the approval of the TSXV, shareholder approval of certain matters (including the Consolidation and Name Change, each as further detailed below) and standard closing conditions, including the conditions described below. The Transaction is currently expected to be structured as a share purchase of all of the issued and outstanding shares of ARWAY by PC 1, but will be subject to final tax and legal structuring considerations. The Transaction does not constitute a Non-Arm’s Length Qualifying Transaction (as defined by TSXV Policy 2.4).

As of the date hereof, PC 1 has 10,350,000 common shares (“PC 1 Shares”) outstanding and has issued options and broker warrants to acquire an aggregate of 1,510,000 PC 1 Shares at exercise prices ranging from C$0.05 to C$0.10 per share. Prior to completion of the Transaction, PC 1 proposes to seek shareholder approval to effect a consolidation (the “Consolidation”) of the issued and outstanding PC 1 Shares on a basis that will result in no more than 8,000,000 PC 1 Shares outstanding (each, a “PC 1 Post-Consolidation Share”). At the time of closing of the Transaction, it is anticipated that ARWAY will have 1,193,466 common shares (the “ARWAY Shares”) and no convertible securities outstanding, and that Nextech will receive an aggregate of 16,000,000 PC 1 Post-Consolidation Shares in consideration of all of the issuance and outstanding ARWAY Shares held immediately prior to the Transaction, excluding any ARWAY Shares issued upon conversion of the Subscription Receipts (as defined below). It is the intention of Nextech to distribute an aggregate of 1,600,000 PC 1 Post-Consolidation Shares which it receives as consideration for the Transaction (subject to increase at the discretion of Nextech) to its shareholders as a dividend or return of capital immediately following completion of the Transaction (the “Distributed Shares”), and to distribute a further 1,600,000 PC 1 Post-Consolidation Shares (subject to increase at the discretion of Nextech) to certain service providers of Nextech in consideration of past services (the “Services Shares”).