Each party is responsible for its own costs and expenses incurred with respect to the Transaction, provided that (i) all third party costs (subject to certain exceptions) shall be borne by ARWAY; and (ii) upon termination of the Agreement due to a breach by one party, the breaching party shall reimburse the non-breaching party for all of the latter’s expenses incurred in connection with the Transaction.
In connection with the Transaction, each of PC 1 and Nextech have agreed to diligently and in good faith: (a) negotiate and settle the terms of a final definitive agreement for execution on or before June 30, 2022 or such other date as may be mutually agreed to in writing between the parties; and (b) complete the Transaction as soon as possible but, in any event, not later than September 30, 2022 or such other date as may be mutually agreed to in writing between the parties.
Additional Information
Further details about the proposed Transaction and the parties thereto will be provided in the disclosure document to be prepared and filed in respect of the Transaction. Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, 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. 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 Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
Nextech also today announced that Chief Operating Officer Eugen Winschel has elected to resign from the Company for personal reasons. At this point in time, the Company does not have plans to replace him. The Company wishes Eugen the very best in his future endeavors and thanks him for his time and contribution at Nextech.
Nextech also announced today that an aggregate of 275,000 common shares of Nextech were issued to a service provider for services rendered to the Company at a deemed price of Cdn$0.54 per share.
About Nextech
Using breakthrough artificial intelligence (“AI”), Nextech is able to quickly, easily and affordably ARitize (transform) vast quantities and varieties of existing assets at scale making products, people and places ready for interactive 3D use, giving creators at every level all the essential tools they need to build out their digital AR vision in the Metaverse. Its platform agnostic tools allow brands, educators, students, manufacturers, creators, and technologists to create immersive, interactive and the most photo-realistic 3D assets and digital environments, compose AR experiences, and publish them omnichannel. With a full suite of end-to-end AR solutions in 3D Commerce, Education, Events, and Industrial Manufacturing, Nextech is well positioned to meet the needs of both commercial brands and other Metaverse contributors. Nextech funds the development of its AR and Metaverse growth initiatives through its e-Commerce platforms, which currently generate most of its revenue. Nextech's e-commerce platforms include: vacuumcleanermarket.com (“VCM”), infinitepetlife.com (“IPL”) and Trulyfesupplements.com (“TruLyfe”). VCM and product sales of residential vacuums, supplies and parts, and small home appliances sold on Amazon. These e-commerce platforms serve as an incubator for developing and testing Nextech's leading edge AR, AI and machine learning applications for powering next-generation e-commerce technology.
To learn more, please follow Nextech on Twitter, YouTube, Instagram, LinkedIn, and Facebook, or visit the Company’s website: https://www.Nextechar.com.
Cautionary Statements
Neither the TSXV nor the CSE has reviewed and or accepts responsibility for the adequacy or accuracy of this release.
This press release contains forward-looking information based on current expectations. Statements about the closing of the Transaction and Private Placement, expected terms and structure of the Transaction and Private Placement, the number of securities that may be issued in connection with the Private Placement and the parties’ ability to satisfy closing conditions and receive necessary approvals, as well as the prospective nature of the products of Nextech and ARWAY and the potential growth of the associated markets on a going forward basis, are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there can be no assurance that the Transaction or Private Placement will occur or that, if the Transaction and/or Private Placement does occur, it will be completed on the terms described above. None of Nextech, ARWAY or PC 1 assumes any responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.
In the event that insiders of Nextech receive any Services Shares in connection with the Transaction, it may be deemed to be a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61- 101”). The Company will provide further details of the applicability of MI 61-101 and any requisite additional details in due course.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
View source version on businesswire.com: https://www.businesswire.com/news/home/20220603005352/en/
Contact:
For further information:
Nextech AR Solutions Corp.
Lindsay Betts, Investor Relations Contact
Evan Gappelberg, CEO and Director
investor.relations@Nextechar.com
866-ARITIZE (274-8493) Ext 7201
PC 1 Corp.
Aaron Eisenberg, CEO, CFO, Corporate Secretary and Director
Phone: 416-481-2222
