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

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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

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Fredericton, New Brunswick, May 16, 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 and April 29, 2025, and May 8, 2025, that the Company has completed the second tranche (the “Second Tranche”) of its previously announced non-brokered private placement (the “Offering”). Pursuant to the Second Tranche, the Company issued 3,393,100 special warrants (the “Special Warrants”) and 440,000 common shares (the “Common Shares”) (collectively, the “Securities”) at the price of $0.30 per Security for gross proceeds of $1,149,930.10.

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The Company plans to complete a third and final tranche of the Offering next week.

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In connection with the Second Tranche, the Company paid finder’s fees to eligible finders consisting of $41,845.31 in cash and 131,244 common share purchase warrants (the “Finder’s Warrants”). Each Finder’s Warrant is exercisable to acquire one common share of the Company at an exercise price of $0.30 per share for a period of 24-months.

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Each Special Warrant will automatically convert, for no additional consideration, into one common share in the capital of the Company (a “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 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.

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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.

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All securities issued in connection with the Offering are subject to a statutory hold period of four months plus a day in accordance with applicable securities legislation ending on September 17, 2025.

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

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Investor Relations Engagement
The Company also announces that it has entered into an agreement for marketing and investor relations. On May 13, 2025, the Company engaged Tafin GmbH (“Tafin”) to provide investor relations services with a focus on the German stock market (the “Agreement”). Tafin will, among other items, provide the Company with marketing services, including the creation of articles and content for various financial platforms and newsletters. The Agreement has an initial term of ten weeks, commencing on May 15, 2025 and the Company will make a one-time payment to Tafin for EUR250,000, as consideration for the services.

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The contact person for Tafin is Marco Marquardt, Tel: +49 6128 9792946 or Email: [email protected], and the address is Rosenweg 28, 65232 Taunusstein, Germany. The Company will not issue any securities to Tafin as compensation. Both Tafin and Marco Marquardt 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