Apr. 10 at 11:23 AM
$NEXCF Nextech3D.AI signs LOI to sell up to 80% interest in Toggle3D.ai
Nextech3D.ai entered into a Letter of Intent on April 4 to sell up to an 80% equity interest in its spin-out subsidiary, Toggle3D.ai to TQG Technologies. The transaction marks a significant strategic move to both provide Nextech3d.ai with a non-dilutive cash infusion of
$610,000 as well as unlocking shareholder value by transitioning Toggle3D.ai into its next phase of growth under a new controlling shareholder. Under the terms of the non-binding LOI, the transaction will be completed in three tranches.
TQG has committed to an aggregate purchase of up to 80% of Toggle3D.ai's issued and outstanding common shares. The first tranche of 11M shares will be acquired for a cash consideration of C
$610,000. Subject to the closing of TQG's capital raise a second tranche of 5M shares will follow for C
$276,000. The final tranche will complete the 80% acquisition through a combination of share purchase and the vending-in of TQG's assets into TGGL.
A non-refundable deposit of C
$177,000 is to be paid upon the structure being finalized by TQG's management. Additional payments are scheduled through August 2025, with a potential bonus of
$710,000 payable if TQG closes a financing round of at least
$5M by that date. The LOI provides for an integration and advisory period during which the parties will determine the optimal transaction structure.
It also includes standard conditions such as satisfactory due diligence, execution of a definitive agreement within 90 days, and any necessary regulatory or shareholder approvals. TGGL management will maintain insight into major financial decisions for 180 days post-closing to support operational continuity. A joint public announcement from both companies is planned to coincide with the execution of the definitive agreement. The companies also intend to roll out joint PR initiatives featuring Toggle3D.ai's new business.
