Sigma Additive Solutions Announces Signing of Definitive Agreement for NextTrip Acquisition

Sigma Additive Solutions, Inc. (NASDAQ:SASI) ("Sigma", "we," "our," or the "Company"), a provider of quality assurance software to the commercial 3D printing industry, today announced the signing of a definitive agreement (the “Agreement”) for the acquisition of NextTrip Holdings, Inc., a travel technology company based in Sunrise, Florida (“NextTrip”). Additionally, Sigma has signed a definitive asset purchase agreement (the “APA”) to sell its in-process quality assurance technology suite of assets to Divergent Technologies, Inc. (Divergent), inventor of the Divergent Adaptive Production System (DAPSTM) and parent company of the performance automotive company CZV, Inc. (Czinger Vehicles) assets.

NextTrip Transaction Terms

• Pursuant to the terms and conditions of the Agreement, Sigma will acquire 100% of the capital stock of NextTrip in exchange for shares of Sigma common stock constituting 19.99% of its outstanding common stock plus additional contingent shares of Sigma common stock upon the achievement of post-closing milestone earnouts tied to the business performance of NextTrip.
• Assuming all business milestones are achieved, NextTrip will receive a total of 6 million shares of our common stock, resulting in existing Sigma holders retaining, on a pro forma basis, 9.8% of the total outstanding shares. Based on an analysis by Sigma’s financial advisors, NextTrip has an implied enterprise valuation of approximately $50 million.
• Following a period of strategic realignment which is tied to certain NextTrip business objectives, NextTrip's potential future initiatives will be focused on driving the company's renewed growth agenda, exploring strategic M&A to drive revenue synergies through the expansion of product and travel consumer offerings, and continuing to invest in the development of innovative technologies to connect travel customers for discovery and booking domestic and international destinations.
• At closing, NextTrip CEO William Kerby will become CEO of the publicly traded company and NextTrip will have the right to appoint one member to the board of directors.
• The remaining board seats will continue to be filled by Sigma’s current directors during the realignment period, with NextTrip earning the right to designate additional board members and officers upon reaching business milestones.
• The transactions are expected to be completed in the fourth quarter of 2023, subject to regulatory and shareholder approvals and other customary closing conditions. In connection with the transactions, Sigma is expected to change its name to NextTrip, Inc. and to be listed on Nasdaq under a new trading symbol reflecting the NextTrip name.
• Until the NextTrip transaction closes, Sigma Additive Solutions and NextTrip will remain separate, independent companies and will continue to operate as such.
• Lake Street Capital Markets is acting as the financial advisor to Sigma.

The transaction was unanimously approved by the board of directors and will provide the opportunity for NextTrip to become a publicly traded company on Nasdaq.