Nextech3D.ai Shareholders Approve IPO Spin-out of Its Generative-AI CAD-3D Design Studio "Toggle3D.ai"

On June 8th, Nextech3D.ai shareholders of record set to receive a 4,000,000 share stock dividend on a pro-rata basis

Expected trade date for Toggle3D.ai is June 13, 2023

CSE Stock Symbol: TGGL

Nextech3D.ai (formally "Nextech AR Solutions Corp'' or the "Company") (OTCQX:NEXCF)(CSE:NTAR)(FSE:EP2), a Generative AI-Powered 3D model supplier for Amazon, P&G, Kohls and other major e-commerce retailers is pleased to announce that it has now received shareholder approval at the Annual and Special Meeting of shareholders of the Company held on June 5, 2023 to proceed with its proposed plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) to spinout the Company's Toggle3D.ai CAD-3D design Studio and associated assets. The final court hearing to approve the plan of arrangement is scheduled for June 9th, 2023 with a record date of June 8th and listing. The expected trade date for Toggle3D.ai CSE:TGGL is June 13, 2023 (subject to approvals) of the Canadian Securities Exchange

As previously announced, the Arrangement will result in, among other things, Nextech3D.ai receiving an aggregate of 13,000,000 common shares of Toggle3D ("Spinco Shares'') and an aggregate of 4,000,000 Toggle3D.ai ("Spinco") shares being distributed directly to the shareholders of Nextech3D.ai on a pro rata basis.

Toggle3D is a groundbreaking SaaS solution that utilizes generative AI to convert CAD files, apply stunning 4K texturing, and enable seamless publishing of superior 4K 3D models, serving various industries within the $160 billion CGI market. With its Augmented Reality-based rapid prototyping web app, Toggle3D empowers designers, artists, marketers, and eCommerce owners to effortlessly convert, texture, customize, and publish high-quality 3D models and experiences, regardless of technical or 3D design
expertise.

Watch a video showcasing Toggle3D - view below or click here

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After the IPO spin-out Nextech3D.ai is going to retain 13,000,000 shares or about a 50% ownership stake in Toggle3D.ai. The Company plans to sell approximately 8,400,000 shares at $0.25 per unit (including a $0.50 warrant). The Company has raised $2.1 million dollars giving Toggle3D.ai a $7.1 million post-money valuation.

The spin-out of Toggle3D.ai follows Nextech's successful spin-out on 10/26/2022 of ARway.ai, currently trading on (CSE:ARWY), (OTCQB:ARWYF) and (FSE:E65)

Toggle3D.ai is emerging as a standalone public Company, initially trading on the Canadian Securities Exchange (CSE) as TGGL, with plans to expand its presence to the Frankfurt and OTC markets in the near future. This strategic move not only drives innovation but also unlocks substantial shareholder value, reflecting Nextech3D.ai's commitment to driving the industry forward.

Join us for a Special Toggle3D Investor Live Stream Thursday June 8th

CEO Evan Gappelberg will discuss the upcoming IPO spin-out.

Plus Chief Product Officer, Dasha Vdovina will provide an exciting updated product presentation of Toggle3D.

Date: Thursday, June 8 2023
Time: 10:00 a.m Eastern Time
Join Live: https://www.youtube.com/watch?v=siPTb1xcLDM

The Company has hired GRA Enterprises LLC of 112 Camp Lane, Mooresville, NC 28117-8925 (the "Consultant") to provide increased market awareness for the Company for a term of 6 months. The effective date of the term is May 29, 2023 and the term will end on November 29, 2023. The Company has paid the Consultant a total of $50,000 for the term of the agreement.

About Toggle3D
Toggle3D.ai, introduced in September 2022, is a cutting-edge standalone web application that combines augmented reality (AR) technology with user-friendly features, allowing product designers, 3D artists, marketing professionals, and eCommerce site owners to effortlessly create, customize, and publish top-tier 3D models and immersive experiences, even without prior technical or 3D design expertise. The Company strongly believes that Toggle3D.ai represents a groundbreaking solution, being the first platform of its kind, with the potential to revolutionize the manufacturing and design industry. It offers an affordable and scalable approach to converting large CAD files into lightweight 3D models, making it a game changer for businesses in this sector.

Toggle3D.ai Benefits Over 3D Legacy Software

NO Learning Curve
Toggle3D.ai stands out from legacy 3D design software by eliminating the learning curve and making 3D design accessible to everyone, regardless of their technical background. Unlike traditional systems that require months of learning, Toggle3D.ai simplifies the process by humanizing design terminology, providing guided templates, and using machine learning to make the tools user-friendly.

Web-based Collaboration
Being web-based, users can access Toggle3D.ai instantly on their browsers without the need for downloads, updates, or system compatibility concerns. Additionally, the platform offers advanced in-app collaboration features, enabling multiple users to work together on the same project in real-time, facilitating quick feedback, decision-making, and cross-department collaboration.

These collaborative tools empower businesses to adopt 3D design organization-wide, enhancing workflow efficiency and unleashing the potential of group iteration.

Recent Toggle3D.ai News

• Nextech3D.ai Game-Changing Generative-AI CAD 3D Design Studio Toggle3D.ai Primed For $7 Million June IPO
• Toggle3D.ai Achieves Major Generative AI Breakthrough In Text to 3D Material Generation
• Toggle3D.ai Announces Conditional Listing Approval & Updates on Generative-AI IPO Spin-Off SaaS Platform Toggle3D.ai
• Toggle3D.ai AI-Powered CAD Design Studio Toggle3D.ai Achieves 10X File Reduction Opening Up The platform to New Large Enterprise Customers
• Toggle3D.ai Announces Its AI-Powered SaaS Platform Toggle3D.ai Experiences A +963% Jump in Users in 60-Days Crossing Over 1000 Users

Further Details of the Arrangement

The Directors and Officers of Toggle3D.ai on closing of the Arrangement are anticipated to be as follows:

Evan Gappelberg - Chief Executive Officer.
Mr. Gappelberg, the dynamic Director and CEO of Nextech, is a seasoned entrepreneur renowned for his ability to launch and lead successful start-ups. With expertise in funding, operations, and public markets, he brings a wealth of experience to the table. As the visionary behind over 500 popular apps on Apple's iTunes and Google Play stores, Gappelberg's entrepreneurial journey began even before his impressive Wall Street career as a hedge fund manager and Senior VP of Finance. With a remarkable track record and deep knowledge of capital markets, he is a driving force in managing Nextech's growth as a public company.

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 and Arway.

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. 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 and Arway. 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.

Jeff Dawley - Director.
Mr. Dawley is President and Co-Founder of Cybersecurity Compliance Corp., a cybersecurity company, and previously served as the Principal and Chief Financial Officer of BridgePoint Financial Group, a litigation finance group of companies. Mr. Dawley currently serves as a director of Nextech and Arway.

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About Nextech3D.ai

(formally "Nextech AR Solutions Corp" or the "Company") (OTCQX:NEXCF)(CSE:NTAR)(FSE:EP2 is a diversified augmented reality, AI technology company that leverages proprietary artificial intelligence (AI) to create 3D experiences for the metaverse. Its main businesses are creating 3D WebAR photorealistic models for the Prime Ecommerce Marketplace as well as many other online retailers. The Company develops or acquires what it believes are disruptive technologies and once commercialized, spins them out as stand-alone public Companies issuing a stock dividend to shareholders while retaining a significant ownership stake in the public spin-out.

On October 26, 2022 Nextech3D.ai spun out its spatial computing platform, "ARway" as a stand alone public Company. Nextech3D.ai retained a control ownership in ARway Corp. with 13 million shares, or a 50% stake, and distributed 4 million shares to Nextech AR Shareholders. ARway is currently listed on the Canadian Securities Exchange (CSE:ARWY), in USA on the OTCQB (OTC:ARWYF) and Internationally on the Frankfurt Stock Exchange (FSE:E65). ARway Corp. is disrupting the augmented reality wayfinding market with a no-code, no beacon spatial computing platform enabled by visual marker tracking.

On December 14, 2022 Nextech announced its second spinout of Toggle3D, an AI-powered 3D design studio to compete with Adobe. Toggle3D is expected to be public in the first half of 2023.

For further information, please contact:

Investor Relations Contact
Lindsay Betts
investor.relations@Nextechar.com
866-ARITIZE (274-8493) Ext 7201

Nextech3D.ai
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 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. Nextech will not 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