CSE Bulletin: Reclassification - NexTech AR Solutions Corp.

Further to bulletin 2023-0611, NexTech AR Solutions Corp. ("NexTech") announced a reorganization of its share capital.

All of NexTech's issued common shares were renamed and redesignated as Class A common shares and a new class consisting of an unlimited number of common shares was created ("New Shares").

Each Class A common share held at the effective time of the Arrangement was exchanged for one New Share, and such shareholder's pro rata share of an aggregate of 4,000,000 Spinco Shares were distributed amongst all such shareholders, and such shareholders ceased to be the holders of the Class A common shares so exchanged. The authorized share capital of the Company was then amended to delete the Class A common shares.

The new NexTech AR Solutions Corp. Common Shares will commence trading at market open on June 14, 2023.

_________________________________

Suite au bulletin 2023-0611, NexTech AR Solutions Corp. (« NexTech ») a annoncé une réorganisation de son capital social.

Toutes les actions ordinaires émises de NexTech ont été renommées et redésignées en actions ordinaires de catégorie A et une nouvelle catégorie composée d'un nombre illimité d'actions ordinaires a été créée (« nouvelles actions »).

Chaque action ordinaire de catégorie A détenue au moment de la prise d'effet de l'arrangement a été échangée contre une nouvelle action, et la part au prorata de cet actionnaire d'un total de 4 000 000 d'actions de Spinco a été répartie entre tous ces actionnaires, et ces actionnaires ont cessé d'être les détenteurs des actions ordinaires de catégorie A ainsi échangées. Le capital-actions autorisé de la Société a alors été modifié afin de supprimer les actions ordinaires de catégorie A.

Les nouvelles actions ordinaires de NexTech AR Solutions Corp. commenceront à être négociées à l'ouverture du marché le 14 juin 2023.

OLD Security Name/ANCIEN Nom de sécurité:	NexTech AR Solutions Corp. - Common Shares
Symbol(s)/Symbole(s):	NTAR
CUSIP & ISIN:	65345C100/CA65345C1005
Delist Date/Date de radiation :	Le 13 juin/June 2023

NEW Security Name/NOUVEAU Nom de sécurité :	NexTech AR Solutions Corp. - Common Shares
Symbol(s)/Symbole(s) :	NTAR
NEW/Nouveau CUSIP :	65345C 30 8
NEW/Nouveau ISIN :	CA 65345C 30 8 4
Effective Trading Date/Date de négociation effective :	Le 14 juin/June 2023

If you have any questions or require further information please contact Listings at (416) 367-7340 or E-mail: Listings@thecse.com.

Pour toute question, pour obtenir de l'information supplémentaire veuillez communiquer avec le service des inscriptions au 416 367-7340 ou par courriel à l'adresse: Listings@thecse.com.

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	31-Dec-23			31-Dec-22
ASSETS
Current
Cash & cash equivalents		907,847			3,777,117
Receivables		357,398			744,331
Contract asset		51,320			589,015
Finance lease receivable on sublease CP		199,933			-
Prepaid expenses		294,471			310,906
Inventory		-			45,289
Non current assets held for sale		-			501,188
Total current assets		1,810,969			5,967,846

Equipment		325,633			278,463
Deferred consideration		206,850			-
Right of use asset		-			829,278
Finance lease receivable on sublease		642,983			-
Intangible assets		-			3,313,741
Goodwill		-			6,746,378
Total assets		2,986,435			17,135,706

LIABILITIES
Current
Accounts payable and accrued liabilities		3,531,460			2,641,918
Deferred revenue		342,192			437,746
Lease liability		143,722			222,250
Liabilities associated with assets held for sale		-			92,532
Total current liabilities		4,017,374			3,394,446

Lease liability - non current		469,624			582,586
Deferred tax liabilities		-			29,974
Total liabilities		4,486,998			4,007,006

Shareholders' Equity
Share capital		91,909,495			83,271,707
Reserves		14,166,972			12,754,706
Accumulated Other Comprehensive Income		678,143			827,101
Shareholder's equity attributable to Nextech shareholders		(112,211,223	)		(85,898,862	)
Total common shareholders' equity		(5,456,613	)		10,954,652
Non controlling interest		3,956,050			2,174,048
Total equity		(1,500,563	)		13,128,700
Total liabilities and shareholders' equity		2,986,435			17,135,706

	YTD
	31-Dec-23			31-Dec-22
		$			$
Revenue		5,033,202			3,224,791
Cost of sales		(3,586,162	)		(1,593,076	)
Gross profit		1,447,040			1,631,715

Operating expenses:
Sales and marketing		4,546,502			5,013,367
General and administrative		9,362,610			13,377,575
Research and development		3,249,799			3,892,208
Stock based compensation		1,775,695			1,715,690
Amortization		2,105,689			2,655,652
Right of use amortization		55,728			76,905
Depreciation		87,824			122,930
Operating profit (loss)		(19,736,807	)		(25,222,612	)

Other income (expense):
Gain on sublease recognition		120,626			-
Loss on asset disposal		(85,679	)		-
Gain on liability		-			381,019
Impairment of intangible assets and goodwill		(7,575,263	)		(476,113	)
Foreign exchange gain (loss)		(14,393	)		1,345,593
Profit (Loss) before income taxes		(27,291,516	)		(23,972,113	)

Current income tax expense		-			(34,937	)
Deferred income tax recovery		29,974			672,148
Net income (loss) from continuing operations		(27,261,542	)		(23,334,902	)

Income (loss) from discontinued operations		(452,814	)		(4,043,424	)
Net loss		(27,714,356	)		(27,378,326	)

Other comprehensive income (loss)
Exchange differences on translating foreign operations, continuing operations		(148,958	)		(432,845	)
Comprehensive income (loss)		(27,863,314	)		(27,811,171	)

Net loss from C/O attributed to:
Parent		(25,109,547	)		(22,896,701	)
Non controlling interest - PL		(2,151,995	)		(438,201	)

Net loss from D/O attributed to:
Parent		(452,814	)		(4,043,424	)
Non controlling interest - PL		-			-

Comprehensive loss attributed to:
Parent		(25,711,319	)		(27,372,970	)
Non controlling interest		(2,151,995	)		(438,201	)


Loss per share from C/O - basic and diluted		(0.22	)		(0.24	)


Loss per share from D/O - basic and diluted		(0.00	)		(0.04	)

Weighted average number of common shares outstanding
Basic and diluted		114,085,494			100,201,691

	YTD
	31-Dec-23			31-Dec-22
Operating activities:
Net loss		(27,714,356	)		(27,378,326	)
Adjustment for:
Interest income from sublease		(39,903	)		-
Interest expense from lease		30,217			28,668
Stock based compensation		1,775,695			1,715,690
Amortization of intangible assets		2,105,689			2,655,652
Amortization of ROU		55,728			261,101
Depreciation of property and equipment		87,824			143,567
Gain on sublease recognition		(120,626	)		-
Loss on asset disposal		85,679			-
Gain on short-term investment		-			(381,019	)
Impairment of intangible assets & goodwill		7,759,360			3,178,426
Expenses paid by shares		648,891			1,917,837
Loss on PET disposal		173,534			-
Income tax expense (recovery)		-			-
Changes in non-cash working capital balances
Receivables		386,933			269,873
Contract asset		537,695			(202,813	)
Prepaid expenses		16,435			408,743
Inventory		45,289			2,954,342
Accounts payable and accrued liabilities		917,814			(24,574	)
Deferred revenue		(95,554	)		(171,255	)
Deferred tax liability		-			(673,290	)
Total operating cash flow		(13,343,656	)		(15,297,378	)

Cashflows from investing activities
Purchase of equipment		(227,250	)		(101,784	)
Payments received from sublease		66,554			-
Net cash provided by (used in) investing activities, continuing operations		(160,696	)		(101,784	)

Cashflows from financing activities
NTAR - Net proceeds from private placements		5,726,654			8,890,349
NTAR - Proceeds from Employee Pay Program		2,269,704			2,496,628
Proceeds from securities issuances to NCI		2,813,107			1,657,354
Repayment of loan		-			(90,896	)
Payments of lease liability		(203,762	)		(388,804	)
Net cash provided by (used in) financing activities, continuing operations		10,605,703			12,564,631

Effects of foreign exchange on cash		29,379			(616,272	)
Change in cash during the period		(2,898,649	)		(2,834,531	)
Cash, beginning of period		3,777,117			7,237,296
Cash, end of period, continuing operations		907,847			3,786,493

Cash, end of period, continuing operations		907,847			3,777,117
Cash, end of period, discontinuing operations		-			9,376

Taxes paid		-			27,005
Interest paid		30,217			30,910
Cash interest received		121,122			108,390

CSE Bulletin: Reclassification - NexTech AR Solutions Corp.

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