NEXTGEN DIGITAL CLOSES THIRD AND FINAL 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 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.

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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.

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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.

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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.

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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 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.

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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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Marketing Agreement

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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.