Nov 2, 2022
Toronto, Ontario, November 1, 2022 - Evan Gappelberg ("Gappelberg") announces that he has acquired ownership and control of an aggregate of 2,753,933 common shares ("ARway Shares") of ARway Corporation (the "Company" or "ARway"), effective October 25, 2022 (the "Gappelberg Acquisition"). In addition, Nextech AR Solutions Corp. ("Nextech") announces that it has acquired ownership and control of an aggregate of 12,999,900 ARway Shares effective October 25, 2022 (together with the Gappelberg Acquisition, the "Acquisition"). The ARway Shares were acquired by Gappelberg and Nextech in connection with a plan of arrangement involving Nextech, the Company and 1373222 BC Ltd. pursuant to the provisions of Section 288 of the Business Corporations Act (British Columbia) (the "Arrangement").
Nextech acquired an aggregate of 15,999,900 ARway Shares representing approximately 60% of all issued and outstanding ARway Shares as of October 25, 2022, following which it immediately transferred 3,000,000 of such ARway Shares to third parties, resulting in the retention by Nextech of a balance of 12,999,900 ARway Shares on October 25, 2022. The 12,999,900 ARway Shares represented approximately 48.8% of all issued and outstanding ARway Shares as of October 25, 2022. Immediately before the Acquisition, Nextech held an aggregate of 100 ARway Shares, representing 100% of the issued and outstanding ARway Shares. Immediately following the Acquisition an Arrangement, Nextech held 13,000,000 ARway Shares, representing approximately 48.8% of the issued and outstanding ARway Shares at October 25, 2022. The ARway Shares were acquired by Nextech at a deemed price of $0.125 per ARway Share (or approximately $1,624,988 in the aggregate).
Gappelberg acquired ownership and control of 2,753,933 ARway Shares representing approximately 10.3% of all issued and outstanding ARway Shares as of October 25, 2022, representing a corresponding increase in Gappelberg's security holding percentage in the Company. Immediately before the Acquisition, Gappelberg held no ARway Shares. Immediately following the Acquisition and Arrangement, Gappelberg held 2,753,933 ARway Shares, representing approximately 10.3% of the issued and outstanding ARway Shares at October 25, 2022. An aggregate of 2,475,000 of such ARway Shares were acquired by Gappelberg from Nextech in consideration of past services at a deemed price of $0.25 per share (or $618,750 in the aggregate), and the balance of 278,933 ARway Shares were acquired by Gappelberg directly from the Company pursuant to a pro rata share distribution to all existing shareholders of Nextech for no additional consideration.
None of the ARway Shares were acquired by Nextech or Gappelberg through the facilities of any stock exchange. The holdings of securities of the Company by Gappelberg and Nextech are managed for investment purposes, and Gappelberg, Nextech and/or their joint actors could increase or decrease their respective investments in the Company at any time, or continue to maintain their current investment position, depending on market conditions or any other relevant factor.
A copy of the applicable securities report filed in connection with the matters set forth above may be obtained by contacting: Nextech AR Solutions Corp., 501 - 121 Richmond St West, Toronto, OntarioM5H 2K1, Tel: 631-655-6733.
About ARway Corp.
ARway is disrupting the Augmented Reality Wayfinding market with a no-code, no beacon spatial computing platform enabled by visual marker tracking. Visitors can access a venue map by scanning a visual marker (e.g., QR code) with their smartphone and navigate to any Point of Interest (POI) by following an augmented path and step-by-step directions, while interacting with rich AR content and experiences. ARway only requires end-users to scan a QR code with their smartphone to activate. https://www.arway.ai/
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