Arway Provides Supplemental Disclosure on Arway Acquisition

The special committee considered the share-exchange premium adequate after reviewing market-price and comparable-transaction valuations.

Rhea-AI Summary

Arway (ARWYF) provided supplemental valuation details for Nextech3D.ai's proposed acquisition of all outstanding Arway shares through a share exchange. Each Arway share would receive 0.5141388221 Nextech3D.ai common shares, unchanged from the original December 2, 2025 agreement. The original pricing assigned Arway a deemed enterprise value of $3,207,216 and the consideration a deemed value of $3,198,574, with rounding discrepancies.

Using June 30, 2026 valuation benchmarks, the exchange delivers approximately C$0.0721 per Arway share against C$0.0660 fair market value, an approximately 9.4% premium. Arway's special committee accepted RwE Growth Partners' fairness conclusions. Arway shareholders would retain approximately 4.89% of the combined business. The committee viewed Nextech3D.ai's existing 38.8% stake as making a competing offer unlikely; none had emerged since August 21, 2025.

4 points · 1 major

PositiveiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

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0 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointExchange consideration of approximately C$0.0721 per Arway share represents approximately 9.4% above C$0.0660 fair market value.
• Minor point. Forward-looking: it has not happened yet and may not happen.Arway shareholders would retain approximately 4.89% of the combined business.
• Minor pointArway's special committee viewed Nextech3D.ai shares as materially more liquid than Arway shares.
• Minor pointArway's special committee accepted RwE's fairness conclusions after reviewing the valuation analyses.

Negative

• Moderate pointAcquisition remains proposed; the share exchange is not a completed transaction.
• Minor pointNextech3D.ai's 38.8% stake makes competing offers unlikely in the committee's view; none emerged since August 21, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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TORONTO, ON / ACCESS Newswire / October 6, 2026 / Arway Corporation ("Arway" or the "Company") (CSE:ARWY)(OTC PINK:ARWYF) wishes to provide certain supplemental information in connection with the previously announced proposed acquisition (the "Acquisition") by Nextech3D.ai Corporation ("Nextech3D.ai") of all of the issued and outstanding shares of Arway. As detailed in the management information circular of Arway dated as of August 28, 2026 (the "Arway Circular"), the terms and conditions of the Acquisition are the result of negotiations between Nextech3D.ai and Arway, which were overseen by special committees formed by each such company. In particular, the exchange ratio of 0.5141388221 common shares of Nextech3D.ai to be issued per one Arway common share (the "Exchange Ratio") pursuant to the Transaction, was determined on the following basis:

1. The Exchange Ratio was originally determined effective as of December 2, 2025, concurrently with the execution of an original definitive agreement governing the Acquisition (the "December Agreement"). The December Agreement was later superseded by an updated definitive agreement between the parties dated as July 24, 2026 (the "Definitive Agreement"), although the Exchange Ratio remained unchanged between the two agreements. The Exchange Ratio was determined based upon an aggregate of 38,641,161 common shares of Arway outstanding, which had closed at $0.08 on December 1, 2025 (being the immediately preceding trading date prior to execution of the December Agreement). A modest premium was ascribed to this last trading value based upon the additional considerations set forth below, resulting in a deemed price of $0.083 per common share of Arway, or a deemed aggregate enterprise value of $3,207,216 ascribed to Arway. Similarly, there were an aggregate of 225,298,980 common shares of Nextech3D.ai outstanding as of such date, which had closed at $0.165 on December 1, 2025. A modest discount was ascribed to this last trading price based on the additional considerations set forth below, resulting in a deemed price of $0.161 per common share of Nextech3D.ai. Based on the foregoing, the parties agreed that an aggregate of 19,866,921 common shares of Nextech3D.ai would be issued for each one common share of Arway outstanding, resulting in the Exchange Ratio and an aggregate deemed consideration value of $3,198,574 being ascribed to the Nextech3D.ai common shares issuable pursuant to the Acquisition (with minor discrepancies due to rounding).

2. The Exchange Ratio was independently tested and verified in accordance with the fairness opinion prepared by RwE Growth Partners Inc. ("RwE"), which was originally delivered in connection with the December Agreement and then subsequently updated and delivered in connection with the Definitive Agreement dated as of July 14, 2026 (the "Fairness Opinion"). Consistent with the IFRS 13 fair value hierarchy, RwE relied primarily on quoted market prices, selecting the volume-weighted average trading prices on the Canadian Securities Exchange for the 20 most recent trading sessions to the valuation date of June 30, 2026, being (i) for Nextech3D.ai, June 3 to June 30, 2026 (C$0.1403 per common share, an equity value of approximately C$33.2 million); and (ii) for Arway, whose shares trade infrequently, the 20 most recent sessions in which trades occurred, April 14 to June 18, 2026 (C$0.0660 per common share, approximately C$2.55 million). Because the common shares of Arway are thinly traded and the consideration is payable in common shares of Nextech3D.ai, RwE corroborated both values with independent comparable-transaction (enterprise value-to-revenue) analyses, which indicated approximately C$2.5 million for Arway (2.88x weighted maintainable revenue of approximately C$853,000, against a median of 3.75x for the transactions reviewed) and approximately C$33.2 million for Nextech3D.ai (10.70x weighted maintainable revenue of approximately C$3.1 million). At these values, an at-market exchange ratio would be approximately 0.470. Accordingly, the Exchange Ratio of 0.5141388221 represented a slightly higher premium than the at-market ratio at the time of the Definitive Agreement. The special committee of Arway considered and reviewed all of the foregoing considerations and met with both management and RwE to discuss such matters. Following their review, the special committee of Arway accepted the conclusions of RwE as set forth in the Fairness Opinion.

3. The Exchange Ratio delivers approximately C$0.0721 of value per common share of Arway against C$0.0660 of fair market value surrendered, a premium of approximately 9.4%. As part of its retainer for the Arway special committee, RwE concluded that this premium was adequate. The Arway special committee considered this opinion of RwE as well as the extent of the premium in the context of the additional factors set forth below, and concluded that the premium was appropriate.

4. The Arway special committee further considered the fact that the Arway shareholders are not exiting the business of Arway but are retaining a continuing interest of approximately 4.89% in the combined business. Further, Arway shareholders are exchanging a thinly traded security for a materially more liquid one in Nextech3D.ai. These factors supported a modest premium in the Exchange Ratio, consistent with the considerations set forth above.

5. While the Arway special committee considered the potential alternative of seeking out an alternative transaction with another third party, it recognized the fact that Nextech3D.ai's existing 38.8% interest in Arway makes a competing offer unlikely, and that no such competing offer or expression of interest had emerged since the Acquisition was first announced on August 21, 2025. Further, Arway had not received any bona fide prior officers as contemplated by subsection 4.2(3)(d) of Multilateral Instrument 61-101 ("MI 61-101"). These factors supported proceeding with the Acquisition at the modest premium set forth above, as further detailed in the Circular.

Arway further confirms that it has not been the subject of any prior valuations, other than the Fairness Opinion as described above.

For further details on the Acquisition, please refer to the press releases of Nextech3D.ai and Arway dated August 4, 2026, and the Circular, each available on SEDAR+ at www.sedarplus.ca.

Forward-Looking Statements

Certain statements contained herein constitute forward-looking information under applicable securities laws. Forward-looking statements include, but are not limited to, statements regarding the completion of the Acquisition upon the terms presently proposed or at all. Forward-looking statements are based on management's current expectations and assumptions and are subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially, including the receipt of all applicable shareholder and regulatory approvals and other factors disclosed in Nextech3D.ai's and Arway';s public filings available on SEDAR+. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this news release. Neither Nextech3D.ai nor Arway undertake any obligation to update forward-looking statements except as required by law.

Contact:

Arway Corporation
Evan Gappelberg, CEO & Director
866-ARITIZE (274-8493)
investors@nextechar.com
www.nextechar.com

SOURCE: Arway Corporation

View the original press release on ACCESS Newswire

FAQ

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What would Arway shareholders receive in the Nextech3D.ai acquisition?

Arway shareholders would receive 0.5141388221 Nextech3D.ai common shares for each Arway common share. The exchange ratio remained unchanged between the original December 2, 2025 agreement and the updated July 24, 2026 agreement.

What premium does the proposed Arway acquisition offer?

The exchange ratio delivers approximately C$0.0721 per Arway share against C$0.0660 of fair market value surrendered, a premium of approximately 9.4%. RwE concluded that the premium was adequate, and Arway's special committee concluded that it was appropriate.

How did RwE value Arway for the acquisition fairness opinion?

RwE primarily used volume-weighted average trading prices, meaning average prices weighted by trading volume, for the 20 most recent trading sessions before the June 30, 2026 valuation date. For infrequently traded Arway, those sessions ran from April 14 to June 18, 2026. Comparable-transaction analysis corroborated an approximately C$2.5 million valuation using 2.88 times weighted maintainable revenue of approximately C$853,000.