NEXTGEN DIGITAL CLOSES THIRD AND FINAL TRANCHE OF THE NON-BROKERED PRIVATE PLACEMENT OF SPECIAL WARRANTS AND COMMON SHARES

Not for distribution to United States newswire services or for release publication, distribution, or dissemination directly, or indirectly, in whole or in part, in or into the United States

Fredericton, New Brunswick, May 23, 2025 (GLOBE NEWSWIRE) — NextGen Digital Platforms Inc. (CSE:NXT) (OTCQB:NXTDF) (FSE:Z12) (“NextGen” or the “Company”) announces, further to its news releases of April 1, 2025, April 29, 2025, May 8, 2025, and May 16, 2025 that the Company has completed the third and final tranche (the “Third Tranche”) of its previously announced non-brokered private placement (the “Offering”). Pursuant to the Third Tranche, the Company issued 2,468,032 special warrants (the “Special Warrants”) at the price of $0.30 per Special Warrant for gross proceeds of $740,409.74.

In connection with the Third Tranche, the Company paid finder’s fees to eligible finders consisting of $7,476.00 in cash and 13,320 common share purchase warrants (the “Finder’s Warrants”). Each Finder’s Warrant is exercisable to acquire one common share of the Company (a “Common Share”) at an exercise price of $0.30 per Share for a period of 24-months.

In connection with the Offering, the Company issued a total of 8,979,498 Special Warrants and 440,000 Common Shares (collectively, the “Securities”), at a price of $0.30 per Security for total gross proceeds of $2,825,849.84 and paid total finder’s fees to eligible finders consisting of $54,712.01 in cash and 162,533 Finder’s Warrants.

Each Special Warrant will automatically convert, for no additional consideration, into one Common Share on the date that is the earlier of: (i) the date that is three business days following the date on which the Company files a prospectus supplement to a short form base shelf prospectus with the securities commissions qualifying distribution of the Common Shares underlying the Special Warrants (the “Prospectus Supplement“), and (ii) the date that is four months and one day after the closing of the Offering.

The Company will use its commercially reasonable efforts to file the Prospectus Supplement within 60 days of the closing of the Offering (not including the date of closing), provided, however, that there is no assurance that a Prospectus Supplement will be filed with the securities commissions, prior to the expiry of the statutory four month hold period.

All securities issued in connection with the Third Tranche are subject to a statutory hold period of four months plus a day in accordance with applicable securities legislation ending on September 24, 2025.

The Company will use the net proceeds from the Offering for corporate development, marketing, and general working capital.

Marketing Agreement

The Company is also pleased to announce in accordance with CSE policies, that it has entered into a marketing agreement with an arm’s length firm, Alpha Collective Inc. (“Alpha”) to provide, among other things, digital marketing services. In consideration for these services, Alpha will be paid a cash fee of $45,000 for a three-month term commencing May 21, 2025.

The contact person for Alpha is Mani Minhas, Email: info@alphaequityreport.com, Telephone: (236)-997-4461, and the address is 806 – 1238 Melville Street, Vancouver, BC V6E 4N2. The Company will not issue any securities to Alpha as compensation. Both Alpha and Mani Minhas are arm’s length to the Company and do not have any interest, direct or indirect, in the Company or its securities nor do they have any right to acquire such an interest

About NextGen Digital Platforms Inc.

NextGen Digital Platforms Inc. (CSE: NXT) is a technology company that operates e-commerce platform PCSections.com (“PCS”) and a hardware-as-a-service business supporting the artificial intelligence sector, called cloud AI hosting (“Cloud AI Hosting”). Both PCS and Cloud AI Hosting were developed in-house by NextGen. The Company also intends to democratize access to cryptocurrencies by providing investors with exposure to a diversified basket of digital assets through a regulated public vehicle. From time to time, the Company also intends to evaluate and acquire or develop other micro-technology platforms.

For More Information:

Alexander Tjiang, Interim Chief Executive Officer
(416) 300-7398
https://nextgendigital.ca/
‎info@nextgendigital.ca

Forward-Looking Statements

Some statements in this news release may contain forward-looking information (within the meaning of Canadian securities legislation), including, without limitation, the receipt of approval for the Offering including the approval of the CSE, the closing of the Offering, and the use of proceeds of the Offering. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the statements. Forward-looking statements speak only as of the date those statements are made. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guaranteeing of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by applicable law, the Company assumes no obligation to update or to publicly announce the results of any change to any forward-looking statement contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions, or changes in other factors affecting the forward-looking statements. If the Company updates any forward-looking statement(s), no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.

This news release does not constitute an offer for sale, or a solicitation of an offer to buy, in the United States or to any “U.S Person” (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “1933 Act”)) of any equity or other securities of the Company. The securities of the Company have not been, and will not be, registered under the 1933 Act or under any state securities laws and may not be offered or sold in the United States or to a U.S. Person absent registration under the 1933 Act and applicable state securities laws or an applicable exemption therefrom.

The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this release.