-Increases dividend shares to Nextech shareholders again to 4 million shares +25% from the 3,200,000 previously announced

-Execution of Arrangement Agreement To Spin Out Real-World Augmented Reality Spatial Mapping Platform ARway

TORONTO — (BUSINESS WIRE) — August 2, 2022 — Nextech AR Solutions Corp. (“Nextech” or the “Company”) (OTCQB: NEXCF) (CSE: NTAR) (FSE: N29) is pleased to announce that it has entered into an arrangement agreement dated effective July 29, 2022 with its wholly-owned subsidiary 1000259749 Ontario Inc. (“Spinco”) and a special purpose financing company, 1373222 B.C. Ltd. (“FinanceCo”). The Arrangement Agreement, a copy of which will be available under the Company’s profile on SEDAR, sets out the terms on which Nextech will complete a plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia) whereby the Company’s ARway platform and associated assets will be spun out to Spinco.

The Arrangement, if completed, will result in, among other things, Nextech receiving an aggregate of 16,000,000 common shares of Spinco (“Spinco Shares”) and an aggregate of 4,000,000 Spinco Shares being distributed directly to the shareholders of Nextech on a pro rata basis. Nextech currently intends to transfer an aggregate of 3,000,000 of the 16,000,000 Spinco Shares which it receives pursuant to the Arrangement to certain service providers in consideration of past services and other indebtedness.

Evan Gappelberg, Chief Executive Officer of Nextech comments, “This spin-off transaction is quickly moving forward and will give Nextech shareholders ownership in yet another exciting public company with a spatial computing platform which I believe is perfectly positioned for growth in the rapidly emerging Web3.0 world. Once approved, this spinco will be another major milestone for Nextech and its valued shareholders. This transaction is anticipated to enable the realization of the true potential of ARway (formerly ARitize Maps) assets under a highly experienced and focused management team, unlocking the true value of our real world Spatial Computing platform. He continues “After 16 years of walking around with a smartphone in our pockets the next generation of devices is about to emerge in the form of Computer glasses. Computer glasses will become the device of choice for spatial commuting and the spatial web which is the next evolution of our computer driven world. I believe it will become a major focus of investors when Apple Computer releases a pair of computer glasses which is widely anticipated and expected to happen in the next 12 months. Once fully launched ARway, spatial computing and the spatial web will have unlimited potential and use cases including; healthcare, education, sports venues, hospitals, campuses, trade shows, theme parks, airports, museums, warehouse wayfinding, entertainment forever changing our world into a metaverse with spatially aware computers.”

Subco intends to seek a listing of its common shares on the Canadian Securities Exchange (“CSE”) following the completion of the Arrangement.

About ARway

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

With the ARway 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 ARway 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 ARway 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 ARway was used as the main Metaverse platform. MIT event organizers used ARway 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 ARway platform, where they used the Company’s immersive technology to build their projects. A team that used ARway 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 ARway 3D/AR technology on full display to the entire food, beverage and restaurant industry. View these video reels of ARway experiences of Bothwell Cheese and a Wine Showcase.

The ARway 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.

Private Placement

In connection with the Arrangement, FinanceCo shall complete a private placement of a minimum of 6,000,000 subscription receipts (“Subscription Receipts”) at a price of C$0.25 per Subscription Receipt to raise aggregate gross proceeds of a minimum of C$1,500,000 (the “Private Placement”). Each Subscription Receipt will automatically convert upon the satisfaction or waiver of all conditions precedent to the Arrangement and certain other ancillary conditions (the “Release Conditions”) into units (“Units”) at no additional cost to, and without further action by, the holder of such Subscription Receipt, with each Unit ultimately being comprised of one (1) common share of FinanceCo (a “FinanceCo Share”) and one share purchase warrant (each such share purchase warrant, a “FinanceCo Warrant”), with each FinanceCo Warrant being exercisable to acquire one (1) additional FinanceCo Share at an exercise price of C$0.50 for a period of three years from the date of issuance. The gross proceeds from the Private Placement will be held in escrow pending the satisfaction of the Release Conditions, whereupon the Units underlying the Subscription Receipts will be issued to the purchasers and the gross proceeds of the Private Placement will be paid to Spinco. Immediately following the conversion of the Subscription Receipts, FinanceCo will amalgamate with a wholly-owned subsidiary of Spinco pursuant to the Arrangement and all FinanceCo Shares and FinanceCo Warrants shall be exchanged for equivalent securities of Spinco on a 1:1 basis.

Alternatively, each Subscription Receipt will terminate on the earlier of: (i) the failure to satisfy the Release Conditions prior to 5:00 p.m. (Toronto time) on a scheduled date to be determined (the “Release Deadline”); or (ii) public announcement by Nextech prior to the Release Deadline, that (A) it does not intend to satisfy any of the Release Conditions or (B) the Release Conditions are incapable of being satisfied by the Release Deadline. On termination of the Subscription Receipts, the gross proceeds of the Private Placement shall be returned to the purchasers pro rata without any deduction or interest and the Subscription Receipts shall be automatically cancelled.