Arway Ltd entered into a binding letter agreement to acquire PC 1 Corp. (TSXV:PCAA.P) in a reverse merger transaction on June 1, 2022. The transaction is currently expected to be structured as a share purchase of all of the issued and outstanding shares of ARWAY by PC 1 Corp, but will be subject to final tax and legal structuring considerations. Prior to completion of the transaction, PC 1 proposes to seek shareholder approval to effect a consolidation (the “Consolidation”) of the issued and outstanding PC 1 Shares on a basis that will result in no more than 8 million PC 1 Corp. shares outstanding. Nextech will receive an aggregate of 16 million in consideration of all of the issuance and outstanding ARWAY Shares held immediately prior to the transaction. Aritize Maps will be the principal asset of Arway Ltd, to become a stand-alone public company, in which Nextech will continue to be a significant shareholder. It is expected that following completion of the transaction but prior to giving effect to the private placement, the current holders of PC 1 Corp shares will hold approximately 33.3% of the outstanding PC 1 Corp post consolidation shares, the holders of the Distributed Shares will hold approximately 6.6% of the outstanding PC 1 Corp post-consolidation shares (subject to increase at the discretion of Nextech), the holders of the Services Shares will hold approximately 6.6% of the outstanding PC 1 Corp post-consolidation shares (subject to increase at the discretion of Nextech) and Nextech will hold approximately 53.3% of the outstanding PC 1 Corp post-consolidation shares (in each case, assuming the completion of the consolidation and without giving effect to the exercise of any outstanding convertible securities of PC 1 Corp). In the event that the agreement is terminated, then Nextech shall pay to PC 1 Corp either (a) $0.05 million (CAD 0.06 million) if such termination occurs within sixty (60) days of the date of the agreement; or (ii) $0.1 million (CAD 0.13 million) if such termination occurs thereafter. It is anticipated that following persons will serve as directors and officers of PC 1 Corp: Evan Gappelberg – Director and Chairman, Paul Duffy – Director and President, Belinda Tyldesley – Director and Corporate Secretary and Andrew Chan – Chief Financial Officer.

The transaction is subject to receipt of all requisite approvals from shareholders of each party, regulatory authorities (including the TSXV) and third parties relating to the transaction; execution of a definitive agreement giving effect to the Transaction; the nominees of Nextech shall have been duly appointed as the management and board of directors of PC 1 Corp; all officer and members of management of PC 1 Corp shall have executed and delivered resignations, the private placement shall have been completed to raise minimum gross proceeds of CAD 1.5 million and other conditions. Parties have agreed to diligently and in good faith to 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.

Arway Ltd cancelled the acquisition of PC 1 Corp. (TSXV:PCAA.P) in a reverse merger transaction on July 5, 2022.