Nextech AR Solutions Corp. (CSE:NTAR, OTCQB:NEXCF) said it acquired ownership and control of an aggregate of 12,999,900 ARway (CSE:ARWY) shares, while its president and chief executive officer Evan Gappelberg acquired ownership and control of an aggregate of 2,753,933 Arway common shares, both effective from October 25, 2022.
The Arway shares were acquired by Gappelberg and Nextech in connection with a plan of arrangement involving Nextech, Arway and 1373222 BC Ltd under the provisions of Section 288 of the Business Corporations Act (British Columbia).
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 as of 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.
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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). Immediately before the acquisition and arrangement, Nextech held an aggregate of 100 Arway shares, representing 100% of the issued and outstanding Arway shares.
Meanwhile, 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.
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 under 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.
Contact the author at jon.hopkins@proactiveinvestors.com