Nextech3D.ai and Arway Provide Business Combination Update

Rhea-AI Summary

Nextech3D.AI (OTCQX:NEXCF) announced a proposed transaction to acquire all remaining shares of Arway (OTCQB:ARWYF) via a three-cornered amalgamation, aiming to integrate Arway and Map D into a single Map D Event Suite.

Management says consolidation should reduce costs, accelerate AI/AR/product development, and boost recurring SaaS revenue. Final terms, including the exchange ratio and deemed price, are under negotiation. Completion requires Arway shareholder approval, CSE approval, and customary conditions. The company recognized an ~$5.0M amortization/impairment on Arway assets and an additional ~$0.7M goodwill impairment relating to Map D.

Positive

• Planned consolidation to reduce operating costs by eliminating duplicate overhead
• Integration intended to accelerate product development across AI, AR, and navigation
• Strategy aims to expand recurring SaaS revenues via an end-to-end Map D Event Suite

Negative

• Recognized an ~$5.0M amortization and impairment charge on Arway assets
• Recorded an additional ~$0.7M goodwill impairment from the Map D acquisition
• Transaction terms exchange ratio TBD, creating potential share dilution risk
• Completion is uncertain and subject to shareholder and CSE approvals

TORONTO, ON / ACCESS Newswire / November 7, 2025 / Nextech3D.AI (the "Company" or "Nextech") (OTCQX:NEXCF)(CSE:NTAR)(FSE:EP2) and Arway Corporation ("Arway") (OTCQB:ARWYF) (CSE:ARWY) are pleased to provide an update today at the request of staff of the Ontario Securities Commission in connection with a continuous disclosure review, with regard to the previously announced transaction pursuant to which Nextech proposes to acquire all of the common shares of Arway which it does not already own (the "Transaction"). The Transaction will allow Nextech to further consolidate its technology stack with Arway and Map Dynamics ("Map D"), creating a more unified company while streamlining operations.

Map D, Nextech's event management platform, supports hundreds of events annually with features such as interactive floor plans, exhibitor management, ticketing, badge printing, mobile apps, and soon, blockchain ticketing. By bringing Arway back under the Nextech umbrella, the Company will eliminate duplicative overhead, streamline development resources, and centralize operations under a single event technology suite.

As previously announced, the consolidation is expected to:

• Reduce costs by integrating teams and technologies, cutting redundant expenses, and creating a leaner operational structure.

• Accelerate product development by unifying AI, AR, and navigation tools directly within the Map D Event Suite.

• Enhance revenue growth by offering organizers, exhibitors, and attendees a seamless end-to-end solution-resulting in higher adoption rates, stronger customer retention, and expanded recurring SaaS revenues.

Transaction Update

Nextech and Arway are in the process of negotiating a definitive agreement governing the terms and conditions of the Transaction. The Transaction is expected to proceed by way of a three-cornered amalgamation, whereby Arway will amalgamate with a wholly-owned subsidiary of Nextech and shareholders of Arway will receive common shares of Nextech in exchange for each Arway share held. Final terms, including the exchange ratio and deemed price, are currently under review and will be disclosed in due course.

Impairment Charges

Following the original spin-out of Arway by Nextech, the Company engaged its auditors to conduct impairment testing in accordance with IAS 36 - Impairment of Assets. During this review, the auditors concluded that they were not reasonably assured that the Arway assets would generate future cash flows sufficient to support their carryingvalue. As a result, an amortization and impairment charge of approximately $5 million was recognized. The primary drivers of this impairment were twofold:

(i) Limited commercialization: Arway had not secured meaningful external contracts other than an intercompany agreement, significantly reducing its expected recoverable value under IAS 36.

(ii) Technology underperformance: The Arway technology, as a standalone solution, did not achieve the expected market adoption or performance outcomes.

A subsequent impairment was recognized in connection with the Map D acquisition, which was accounted for under the acquisition method in accordance with IFRS 3 - Business Combinations. Under this method, acquired assets and liabilities are measured at fair value, which can result in the recognition of goodwill. Based on the audit findings, any goodwill recognized was determined to be fully impaired, resulting in an additional impairment charge of approximately $0.7 million.

Despite these challenges, management of the Company firmly believes that the reacquisition of Arway remains in the best interests of shareholders. The key reasons include:

Strategic integration with Map D: Although Arway technology alone did not achieve commercial success, integrating it into the Map D platform has proven to enhance the combined solution's value proposition. This integration supports broader customer adoption and strengthens Map D's market position.

New synergies following recent acquisitions: The recent acquisition of Event Dex - and additional acquisitions currently under consideration - are expected to further amplify these synergies. Centralizing Arway's capabilities within a unified platform is anticipated to accelerate growth, improve customer retention, and unlock cross-selling opportunities.

Operational efficiencies: Reacquisition allows the Issuer to eliminate duplicative overhead, streamline development resources, and consolidate go-to-market efforts under a single event-technology ecosystem.

Further Details

Completion of the Transaction remains subject to execution of a definitive agreement, receipt of Arway shareholder approval, CSE approval, and customary closing conditions. A notice of meeting and circular with full details will be filed on SEDAR+ in due course. There can be no assurance that the Transaction will be completed as proposed, or at all.

Further details about the proposed Transaction will be provided in a disclosure document to be prepared and filed in connection therewith. Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Transaction, any information released or received with respect to the foregoing matters may not be accurate or complete and should not be relied upon.

About Nextech3D.ai

For more details on Nextech's AI roadmap and related developments, visit: www.nextechar.com/investors

For more information, visit Nextech3D.ai.

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For more information and full report go to https://www.sedarplus.ca

For further information, please contact:

Nextech3D.ai and Arway Corporation
Evan Gappelberg /CEO and Director
866-ARITIZE (274-8493)

Forward-looking Statements

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. Certain information contained herein may constitute "forward-looking information" under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as, "will be" or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements regarding the completion of the Transaction and the potential benefits thereof are subject to known and unknown risks, uncertainties and other factors. There can be no assurance that such statements will prove to be accurate, as future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Neither Nextech nor Arway will update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

SOURCE: NexTech3D.AI Corp.

View the original press release on ACCESS Newswire

FAQ

What is Nextech3D.AI announcing about Arway on November 7, 2025 (NEXCF)?

Nextech announced a proposed acquisition of remaining Arway shares via a three-cornered amalgamation to fold Arway into the Map D Event Suite.

How much impairment did Nextech record related to Arway and Map D (NEXCF)?

The company recorded approximately a $5.0M amortization/impairment on Arway assets and about a $0.7M goodwill impairment tied to Map D.

What approvals are required for the Nextech-Arway transaction (NEXCF)?

The deal requires execution of a definitive agreement, Arway shareholder approval, CSE approval, and customary closing conditions.

Will Nextech disclose the exchange ratio and price for Arway shareholders (NEXCF)?

Yes; final exchange ratio and deemed price are under review and will be disclosed in a future filing.

How does Nextech say the Arway acquisition will affect operations and revenue (NEXCF)?

Nextech expects to cut redundant expenses, centralize development, and enhance recurring SaaS revenue by offering a unified event-technology suite.

Is the Nextech-Arway transaction guaranteed to close (NEXCF)?

No; the company cautions there is no assurance the transaction will be completed as proposed or at all.