Fairness Opinions Clear, Deal Valuation Updated
Nextech3D.ai Corp. (CSE: NTAR) (OTCQX: NEXCF) (FSE: 1SS) said on August 4 that it and ARway Corporation (CSE: ARWY) (OTCQB: ARWYF) have received and satisfied their independent fairness opinions covering the pending acquisition, according to the company’s update distributed via ACCESS Newswire. Both companies had received draft opinions before signing the July 24 definitive agreement, and the deal’s closing conditions required final opinions acceptable to both sides. That condition is now met.
The update also carried new numbers. Based on 20-day volume-weighted average prices, the fairness opinions put ARway’s implied equity value at approximately C$2.55 million, on 38,641,161 shares at C$0.065960, and Nextech’s at approximately C$33.21 million, on 236,660,791 shares at C$0.140314. The exchange ratio itself did not move. Nextech’s US-listed shares are also now quoted on OTCQX, an upgrade from the OTCQB tier the company carried in its July 27 release.
Deal Mechanics: A Three-Cornered Amalgamation, and Who’s on Both Sides of It
The transaction is structured as a three-cornered amalgamation, meaning ARway merges into a subsidiary of Nextech rather than into Nextech directly, with ARway shareholders receiving Nextech shares instead of cash. The exchange ratio is 0.5141388221 Nextech shares for every ARway share. Every Nextech share the company already holds as an ARway shareholder gets cancelled once the deal closes, and ARway comes off the CSE entirely.
There’s a reason both sides needed independent fairness opinions here. Nextech already owns roughly 15 million ARway shares, about 40% of the company, and ARway’s own management and insiders hold another 20% on top of that. Combined, insiders control 60% of the company being acquired before a single outside vote gets cast.
ARway’s Business, and a Deal That’s Already Been Signed Once Before
ARway was spun out of Nextech in 2022 to build no-code, no-hardware AR indoor navigation. It now runs alongside Map Dynamics, the event management and ticketing platform Nextech folded into the same unit. Nextech’s broader business runs on AI-powered 3D product visualization and spatial computing, marketed under names like ARitize3D and Toggle3D.ai, alongside events and ticketing. Consolidating ARway keeps the indoor-navigation and AR wayfinding piece under one roof instead of split across a majority-owned but separately listed company.
Standalone, ARway generated approximately $1.58 million in revenue and $1.52 million in gross profit for the fiscal year ended March 31, 2026, according to Nextech’s July 27 release. This is the second definitive agreement the two companies have signed on essentially identical terms. The first, dated December 1, 2025, did not close within its original timeframe. Nextech frames the current attempt as unifying its AI-powered event technology stack and expanding recurring SaaS revenue, the same language it used in December.
Where This Leaves Both Stocks
Scale matters here. ARway’s own market capitalization sits around C$1.9 million, a fraction of Nextech’s roughly C$30 million. Nextech said in April that it had turned cash flow positive after an AI-enabled operational cost program, and CEO Evan Gappelberg has bought Nextech shares on the open market more than once this year. None of that guarantees the ARway vote goes Nextech’s way. It’s the backdrop the deal is happening against.
Shareholder Vote and CSE Approval Still Ahead
The transaction still needs ARway shareholder approval, CSE approval, and other customary closing conditions. Nextech says a notice of meeting and information circular will follow on SEDAR+, and closing is targeted for October 2026. Both companies caution there is no assurance the deal completes on these terms or at all, worth taking seriously given that the first version of this deal never made it past its own timeline.
Sources
- ACCESS Newswire: Nextech3D.ai Provides Update on Acquisition of Remaining ARway Shares, August 4, 2026
- ACCESS Newswire (via Investing News Network): Nextech3D.ai and ARway Sign Definitive Agreement, Target October 2026 Close, July 27, 2026
Editorial Disclosure
This article is based on primary company disclosures: Nextech3D.ai Corp.’s August 4, 2026 and July 27, 2026 releases, both distributed via ACCESS Newswire. Securities discussed include Nextech3D.ai Corp. (CSE: NTAR) (OTCQX: NEXCF) (FSE: 1SS) and ARway Corporation (CSE: ARWY) (OTCQB: ARWYF). aktiego.com has not received any compensation from either company, their management, investor relations representatives, or any third party. No staff member or principal of aktiego.com holds a position in either security at the time of publication. This coverage focuses on a single transaction between two related companies. Nextech3D.ai already owns approximately 40% of ARway, and ARway’s own management and insiders own an additional approximately 20%, meaning insiders control roughly 60% of the company being acquired. Independent fairness opinions were a condition of the deal specifically because of that concentration, and both have now been satisfied. The transaction has not closed. It remains subject to ARway shareholder approval, CSE approval, and other customary closing conditions, and there is no guarantee it closes on the terms described or at all. The companies previously signed a definitive agreement on similar terms dated December 1, 2025 that did not close within its original timeframe. ARway’s revenue and gross profit figures for the fiscal year ended March 31, 2026 are company-reported and approximate. Market capitalization figures cited are approximate and sourced from third-party financial data providers, not the companies’ own disclosures. This is a speculative investment carrying significant risk including potential total loss of capital. Coverage on aktiego.com is provided for informational and educational purposes only. aktiego.com is not a registered investment advisor. Nothing in this article constitutes financial, investment, or professional advice. Readers are encouraged to conduct their own due diligence and consult a qualified financial advisor before making any investment decisions. For more information please see our full DISCLAIMER
