Mr. Alexander Tjiang reports

NEXTGEN DIGITAL PLATFORMS ENTERS INTO LOI TO ACQUIRE CRYPTO ASSETS

Nextgen Digital Platforms Inc. is making its strategic entry into the rapidly expanding cryptocurrency sector. Nextgen has entered into a letter of intent dated Jan. 26, 2025, with a publicly listed technology company to acquire the claim of approximately 10,000 Solana (SOL) coins or an equivalent cash amount. The acquisition marks the start of Nextgen's strategy to build a strong digital asset portfolio, offering investors exposure to the growing cryptocurrency market.

The vendor is a publicly traded technology company listed on the TSX Venture Exchange. These assets are currently held by Genesis Global (the custodian), a cryptocurrency lender and market maker that filed for Chapter 11 bankruptcy in January, 2023, due to financial difficulties. After completing its restructuring in August, 2024, Genesis began distributing approximately $4-billion in digital assets and cash to creditors, including the crypto assets, which are now being distributed. The custodian is currently subject to certain bankruptcy proceedings, and, as a result, the crypto assets are in the process of being distributed by the custodian to the vendor. In light of the restructuring of Genesis, there is no guarantee that any crypto assets will be advanced to the vendor and Nextgen or that any consideration shares will be issued.

Under the terms of the letter of intent, Nextgen plans to acquire the crypto assets from the vendor for up to $5.5-million, subject to receiving all necessary regulatory approvals, including from the Canadian Securities Exchange and the TSX-V. The acquisition will be fully paid with the issuance of Nextgen common shares.

Following the release of each tranche of crypto assets to the vendor by the custodian, the vendor will, within three business days of such custodian delivery date, deliver to Nextgen the applicable SOL or, if so elected by the custodian, the cash proceeds, which shall be equal to the number of SOL subject to such tranche. However, if the volume-weighted average trading price (VWAP) of SOL on the CoinMarketCap website over the 10 trading days immediately prior to the applicable custodian delivery date is less than a reference SOL price, Nextgen may elect not to proceed with the acquisition of the applicable crypto assets subject to such tranche, and no consideration shares will be issuable in exchange therefore.

In exchange for such crypto assets, Nextgen will issue to the vendor 540 common shares at a discounted market price for each SOL coin or equivalent received. However, that in the event that the Nextgen's common shares trading on the CSE immediately prior to a custodian delivery date is less than 75 cents, then the vendor may elect to not proceed with the acquisition of the applicable consideration shares subject to such tranche and no crypto assets will be issuable in exchange.

All consideration shares issued pursuant to the acquisition will be subject to a statutory four-month hold period from the date of issuance in accordance with applicable securities laws.

Completion of the acquisition remains subject to the satisfaction of various conditions, including, without limitation, the receipt by the company and the vendor of all necessary corporate and regulatory approvals and other conditions customary for a transaction of this nature and entering into a definitive agreement on or before March 15, 2025. The acquisition is an arm's-length transaction and there will be no changes to the company's board or management in connection with the acquisition. No finders' fees are expected to be paid in connection with the acquisition.

About Nextgen Digital Platforms Inc.

Nextgen Digital Platforms is a publicly traded company listed on the CSE with a dual focus on digital assets and artificial intelligence infrastructure. The company is committed to democratizing access to cryptocurrencies by providing investors with exposure to a diversified basket of digital assets through a regulated public vehicle, offering a seamless entry into the growing cryptocurrency market. In parallel, Nextgen operates a hardware-as-a-service business supporting the artificial intelligence sector, known as cloud AI hosting, delivering advanced infrastructure solutions for AI-driven applications.

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