Mr. Alexander Tjiang reports

NEXTGEN DIGITAL ANNOUNCES PRIVATE PLACEMENT OF SPECIAL WARRANTS CONVERTIBLE INTO SECURED DIGITAL ASSET-BACKED NOTES

Nextgen Digital Platforms Inc. has entered into a term sheet with an arm's-length purchaser providing for a non-brokered private placement of up to 2,000 special warrants of the company for gross proceeds of up to $2-million.

The offering will be financed through the contribution by the purchaser of bitcoin and/or ethereum (collectively, the digital assets) to the company, which will be held by a third party custodian designated by the company (the custodian). The value of the digital assets will be determined based on the closing price of the applicable digital asset(s), as reported on the CoinMarketCap website, on the business day immediately preceding the closing date of the offering.

Each special warrant will be automatically exercised, without payment of additional consideration, into $1,000 principal amount of 10.0 per cent secured convertible notes of the company on the date that is the earlier of: (i) the date that is three business days following the date on which the company obtains a receipt from the applicable securities regulatory authorities in Canada for a prospectus supplement qualifying the distribution of the notes issuable upon exercise of the special warrants; and (ii) the date that is four months and one day from the closing of the offering. The special warrants may not be converted before the qualification date.

The notes will mature one year from the date of issuance and will bear interest at a rate of 10.0 per cent per annum, payable at maturity in cash or, subject to the approval of the Canadian Securities Exchange, in units of the company at a price equal to the closing price of the company's common shares on the exchange prior to the closing of the offering.

Each unit will consist of one common share and one common share purchase warrant. Each warrant will be exercisable for one additional share at a price equal to a 25-per-cent premium to the conversion price and will remain exercisable for a period of 24 months from the date of issuance.

Subject to the policies of the exchange, holders of the notes may, upon issuance of the notes and at any time prior to the maturity date, elect to convert the outstanding principal amount into units at the conversion price. Otherwise, subject to the policies of the exchange, the principal will be repayable at maturity, at the option of the holder(s), either: (i) through the return of the digital assets contributed on subscription; or (ii) by converting the principal into units at the conversion price.

The digital assets will be held in segregated custody by the third party custodian and subject to a first-priority security interest in favour of the holder(s) of special warrants and the notes. The digital assets shall not be used, pledged or otherwise encumbered by the company prior to maturity without the consent of the holder(s) of the notes. The notes will constitute senior secured obligations of the company.

The offering will be conducted in reliance on available prospectus exemptions, including the accredited investor exemption, and other exemptions as permitted under applicable securities laws in Canada and certain foreign jurisdictions. All securities issued in connection with the offering will be subject to a statutory four-month hold period under applicable Canadian securities laws, subject to the earlier filing of a qualification prospectus with the securities commissions qualifying such securities for resale, as applicable. There is no assurance that a qualification prospectus will be filed or that a receipt therefor will be obtained prior to the expiry of the statutory four-month hold period.

Closing of the offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the approval of the exchange. The company may, at its discretion, elect to close the offering in one or more tranches. The closing of the offering is expected to occur in Q3 2025, subject to customary closing conditions. The company may pay finders' fees in accordance with exchange policies on all or part of the offering.

The offering and the company's partnership with the purchaser represents a key milestone in Nextgen's long-term corporate strategy, as previously announced on April 16, 2025, and establishes a bitcoin treasury. Further to the company's intention to expand its existing operations into the digital asset ecosystem, the company plans to acquire or purchase digital assets, specifically for use in staking activities.

About Nextgen Digital Platforms Inc.

Nextgen Digital Platforms 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 (artificial intelligence) 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 microtechnology platforms.

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