In connection with the Transaction, PC 1 will also seek shareholder approval for (i) a change of name of PC 1 to such name that is determined by Nextech (the “Name Change”); (ii) the election of three (3) individuals to the board of directors of PC 1 chosen by Nextech; (iii) approval of a new fixed 20% stock option plan (the “New Option Plan”); and (v) if required by the TSXV, the approval of the Transaction. It is the parties’ intention that upon closing of the Transaction, the board of PC 1 shall be reconstituted in a manner that complies with the requirements of the TSXV and applicable securities laws.

Concurrent Financing

As a condition to the completion of the Transaction, ARWAY or a special purpose finance vehicle will complete a brokered 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 Transaction 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) PC 1 Post-Consolidation Share and one share purchase warrant (each such share purchase warrant, a “Warrant”), with each Warrant being exercisable to acquire one (1) additional PC 1 Post-Consolidation Share at an exercise price of C$0.50 for a period of three years from the date of issuance. In connection with the Private Placement, Nextech proposes to engage a syndicate of investment dealers to effect the Private Placement on economic terms to be determined in the sole discretion of Nextech. 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 PC 1. In the event the Transaction does not occur by a scheduled deadline, the Subscription Receipts will be terminated. 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 PC 1 or 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.

It is intended that the proceeds raised pursuant to the Private Placement will be used for further development and promotion of the ARitize Maps app and for general corporate purposes. The Private Placement is anticipated to close prior to July 31, 2022.

Details of the Proposed Transaction

The deemed price for each PC 1 Post-Consolidation Share to be issued in consideration for the Transaction shall be C$0.25, or such other price as permitted by applicable regulatory authorities, including the TSXV. It is expected that following completion of the Transaction but prior to giving effect to the Private Placement, the current holders of PC 1 Shares will hold approximately 33.3% of the outstanding PC 1 Post-Consolidation Shares, the holders of the Distributed Shares will hold approximately 6.6% of the outstanding PC 1 Post-Consolidation Shares (subject to increase at the discretion of Nextech), the holders of the Services Shares will hold approximately 6.6% of the outstanding PC 1 Post-Consolidation Shares (subject to increase at the discretion of Nextech) and Nextech will hold approximately 53.3% of the outstanding PC 1 Post-Consolidation Shares (in each case, assuming the completion of the Consolidation and without giving effect to the exercise of any outstanding convertible securities of PC 1).

Proposed Management and Board of Directors

Upon closing of the Transaction, the board of PC 1 shall be reconstituted to be comprised of three members nominated by Nextech in a manner that complies with the requirements of the TSXV and applicable securities laws, and it is anticipated that the persons identified below will serve as directors and officers of PC 1.

Evan Gappelberg – Director and Chairman. Mr. Gappelberg is an accomplished entrepreneur with an expertise in creating, funding and running start-ups, and he has extensive experience both as a hands-on operating executive and well as a public markets professional. He is founder and currently serves as the Chief Executive Officer and a director of Nextech. He was also co-founder and CEO of an app development company which created, published and owns over 500 successful apps for both Apple's iTunes store and the Google Play store. Prior to being a successful entrepreneur, Mr. Gappelberg worked on Wall Street and has more than 25 years of extensive experience as both a hedge fund manager and Senior Vice President of Finance. He has extensive capital markets relationships, know-how and experience in all operational facets of managing a public company.

Paul Duffy – Director and President. Creator of the HumaGram and inventor of the patent for Holographic Telepresence over the Internet (TOIP), Mr. Duffy is a serial entrepreneur with over 25 years of experience in successfully starting, expanding, diversifying and selling global technology companies. He currently serves as the President and a director of Nextech. Mr. Duffy co-founded Corporate Communications Interactive (CCI) in 1992 and grew it to one of the largest online learning and communication companies in North America. With clients such as AT&T, GE, IBM, Microsoft, Pearson Education and Manulife Financial, CCI was sold to SkillPath Seminars in 2003. Mr. Duffy is also a former member of the Board of Governors for the Michener Institute for Applied Health Sciences, and holds a Bachelor of Science in Applied Computer Science from Ryerson University.

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.

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. After over a decade in public accounting (including 9 years at Ernst & Young), Andrew moved into senior finance positions with Real Matters Inc. (TSX: REAL) and goeasy ltd. (TSX: GSY) – both offering technology solutions for the financial services industry – where he was involved in several financings, transactions and acquisitions with an aggregate value of well over a billion dollars. 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. 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.

Other Terms of the Agreement

Completion of the Transaction is subject to a number of conditions, including, but not limited to, TSXV acceptance and, if applicable, majority of the minority shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed, or at all. Other conditions to completion of the Transaction include, but are not limited to:

• receipt of all requisite approvals from shareholders, regulatory authorities (including the TSXV) and third parties relating to the Transaction;
• execution of a definitive agreement giving effect to the Transaction;
• no material adverse change shall have occurred in business, results of operations, assets, liabilities, financial condition or affairs of PC 1 or ARWAY, financial or otherwise, between the date of signing the Agreement and the completion of the Transaction;
• the representations and warranties of PC 1, ARWAY and Nextech shall be accurate and complete in accordance with the terms of the Agreement;
• there being no legal proceeding or regulatory actions or proceedings against PC 1 or ARWAY at closing which may have a material adverse effect on either such party;
• there being no prohibition at law against the Transaction;
• there being no debts or amounts owing to ARWAY or PC 1 by any of its respective officers, former officers, directors, former directors, shareholders, employees or former employees or any family member thereof, or any person with whom it does not deal at arm’s length, except for any amounts advanced to such person for expenses incurred on its behalf in the ordinary course;
• no inquiry or investigation (whether formal or informal) in relation to ARWAY or PC 1 or its respective directors or officers, shall have been commenced or threatened by any relevant securities commission or similar regulatory body having jurisdiction, which could have a material adverse effect on it after giving effect to the Transaction;
• each of PC 1, ARWAY and Nextech shall each be in compliance in all material respects with the terms of the Agreement;
• PC 1 shall cooperate with ARWAY and Nextech to prepare a disclosure document providing comprehensive disclosure respecting PC 1 and ARWAY in the form required by the TSXV;
• the PC 1 Post-Consolidation Shares issued in consideration for the Transaction shall be issued as fully paid and non-assessable common shares in the capital of PC 1, free and clear of any and all encumbrances, liens, charges, demands of whatsoever nature, except those imposed pursuant to escrow or similar restrictions of the TSXV and applicable securities regulatory authorities, or as otherwise expressly contemplated by the Agreement;
• the nominees of Nextech shall have been duly appointed as the management and board of directors of PC 1;
• the Name Change and Consolidation shall each have been approved by shareholders of PC 1 and completed;
• all management contracts to which PC 1 is a party shall have been terminated, all officers and members of management of PC 1 shall have executed and delivered resignations in form and substance acceptable to Nextech, acting reasonably, and no termination or other fees shall be payable to any such officers or members of management of PC 1 in connection with such resignations;
• the Private Placement shall have been completed to raise minimum gross proceeds of C$1,500,000; and
• subject to certain exceptions, PC 1 having no liabilities other than (i) expenses with respect to the Transaction, and (ii) expenses incurred in the ordinary course of maintaining a reporting issuer, collectively not exceeding C$100,000 (excluding applicable tax).