1. The Excha ge Ratio was o igi ally dete mi ed effective as of Decembe 2, 2025, co cu e tly with the executio of a o igi al defi itive ag eeme t gove i g the Acquisitio (the “Decembe Ag eeme t”). The Decembe Ag eeme t was late supe seded by a updated defi itive ag eeme t betwee the pa ties dated as July 24, 2026 (the “Defi itive Ag eeme t”), although the Excha ge Ratio emai ed u cha ged betwee the two ag eeme ts. The Excha ge Ratio was dete mi ed based upo a agg egate of 38,641,161 commo sha es of A way outsta di g, which had closed at $0.08 o Decembe 1, 2025 (bei g the immediately p ecedi g t adi g date p io to executio of the Decembe Ag eeme t). A modest p emium was asc ibed to this last t adi g value based upo the additio al co side atio s set fo th below, esulti g i a deemed p ice of $0.083 pe commo sha e of A way, o a deemed agg egate e te p ise value of $3,207,216 asc ibed to A way. Simila ly, the e we e a agg egate of 225,298,980 commo sha es of Nextech3D.ai outsta di g as of such date, which had closed at $0.165 o Decembe 1, 2025. A modest discou t was asc ibed to this last t adi g p ice based o the additio al co side atio s set fo th below, esulti g i a deemed p ice of $0.161 pe commo sha e of Nextech3D.ai. Based o the fo egoi g, the pa ties ag eed that a agg egate of 19,866,921 commo sha es of Nextech3D.ai would be issued fo each o e commo sha e of A way outsta di g, esulti g i the Excha ge Ratio a d a agg egate deemed co side atio value of $3,198,574 bei g asc ibed to the Nextech3D.ai commo sha es issuable pu sua t to the Acquisitio (with mi o disc epa cies due to ou di g). |
2. The Excha ge Ratio was i depe de tly tested a d ve ified i acco da ce with the fai ess opi io p epa ed by RwE G owth Pa t e s I c. (“RwE”), which was o igi ally delive ed i co ectio with the Decembe Ag eeme t a d the subseque tly updated a d delive ed i co ectio with the Defi itive Ag eeme t dated as of July 14, 2026 (the “Fai ess Opi io “). Co siste t with the IFRS 13 fai value hie a chy, RwE elied p ima ily o quoted ma ket p ices, selecti g the volume-weighted ave age t adi g p ices o the Ca adia Secu ities Excha ge fo the 20 most ece t t adi g sessio s to the valuatio date of Ju e 30, 2026, bei g (i) fo Nextech3D.ai, Ju e 3 to Ju e 30, 2026 (C$0.1403 pe commo sha e, a equity value of app oximately C$33.2 millio ); a d (ii) fo A way, whose sha es t ade i f eque tly, the 20 most ece t sessio s i which t ades occu ed, Ap il 14 to Ju e 18, 2026 (C$0.0660 pe commo sha e, app oximately C$2.55 millio ). Because the commo sha es of A way a e thi ly t aded a d the co side atio is payable i commo sha es of Nextech3D.ai, RwE co obo ated both values with i depe de t compa able-t a sactio (e te p ise value-to- eve ue) a alyses, which i dicated app oximately C$2.5 millio fo A way (2.88x weighted mai tai able eve ue of app oximately C$853,000, agai st a media of 3.75x fo the t a sactio s eviewed) a d app oximately C$33.2 millio fo Nextech3D.ai (10.70x weighted mai tai able eve ue of app oximately C$3.1 millio ). At these values, a at-ma ket excha ge atio would be app oximately 0.470. Acco di gly, the Excha ge Ratio of 0.5141388221 ep ese ted a slightly highe p emium tha the at-ma ket atio at the time of the Defi itive Ag eeme t. The special committee of A way co side ed a d eviewed all of the fo egoi g co side atio s a d met with both ma ageme t a d RwE to discuss such matte s. Followi g thei eview, the special committee of A way accepted the co clusio s of RwE as set fo th i the Fai ess Opi io . |
3. The Excha ge Ratio delive s app oximately C$0.0721 of value pe commo sha e of A way agai st C$0.0660 of fai ma ket value su e de ed, a p emium of app oximately 9.4%. As pa t of its etai e fo the A way special committee, RwE co cluded that this p emium was adequate. The A way special committee co side ed this opi io of RwE as well as the exte t of the p emium i the co text of the additio al facto s set fo th below, a d co cluded that the p emium was app op iate. |
4. The A way special committee fu the co side ed the fact that the A way sha eholde s a e ot exiti g the busi ess of A way but a e etai i g a co ti ui g i te est of app oximately 4.89% i the combi ed busi ess. Fu the , A way sha eholde s a e excha gi g a thi ly t aded secu ity fo a mate ially mo e liquid o e i Nextech3D.ai. These facto s suppo ted a modest p emium i the Excha ge Ratio, co siste t with the co side atio s set fo th above. |
5. While the A way special committee co side ed the pote tial alte ative of seeki g out a alte ative t a sactio with a othe thi d pa ty, it ecog ized the fact that Nextech3D.ai’s existi g 38.8% i te est i A way makes a competi g offe u likely, a d that o such competi g offe o exp essio of i te est had eme ged si ce the Acquisitio was fi st a ou ced o August 21, 2025. Fu the , A way had ot eceived a y bo a fide p io office s as co templated by subsectio 4.2(3)(d) of Multilate al I st ume t 61-101 (“MI 61-101”). These facto s suppo ted p oceedi g with the Acquisitio at the modest p emium set fo th above, as fu the detailed i the Ci cula . |
A way fu the co fi ms that it has ot bee the subject of a y p io valuatio s, othe tha the Fai ess Opi io as desc ibed above.
Fo fu the details o the Acquisitio , please efe to the p ess eleases of Nextech3D.ai a d A way dated August 4, 2026, a d the Ci cula , each available o SEDAR+ at www.seda plus.ca.
Ce tai stateme ts co tai ed he ei co stitute fo wa d-looki g i fo matio u de applicable secu ities laws. Fo wa d-looki g stateme ts i clude, but a e ot limited to, stateme ts ega di g the completio of the Acquisitio upo the te ms p ese tly p oposed o at all. Fo wa d-looki g stateme ts a e based o ma ageme t’s cu e t expectatio s a d assumptio s a d a e subject to k ow a d u k ow isks, u ce tai ties, a d othe facto s that may cause actual esults to diffe mate ially, i cludi g the eceipt of all applicable sha eholde a d egulato y app ovals a d othe facto s disclosed i Nextech3D.ai’s a d A way’;s public fili gs available o SEDAR+. Reade s a e cautio ed ot to place u due elia ce o fo wa d-looki g stateme ts, which speak o ly as of the date of this ews elease. Neithe Nextech3D.ai o A way u de take a y obligatio to update fo wa d-looki g stateme ts except as equi ed by law.
A way Co po atio Eva Gappelbe g, CEO & Di ecto 866-ARITIZE (274-8493)







 