NEXTGEN DIGITAL PLATFORMS ENTERS INTO LOI TO ACQUIRE CRYPTO ASSETS

NextGen expands into the cryptocurrency market, acquiring approximately 10,000 Solana coins (SOL)

– NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES –

/EIN News/ -- Fredericton, New Brunswick, Jan. 26, 2025 (GLOBE NEWSWIRE) -- NextGen Digital Platforms Inc. (CSE:NXT) (FSE:Z12) (“NextGen” or the “Company”), a publicly traded company listed on the Canadian Securities Exchange (the “CSE”), is pleased to announce its strategic entry into the rapidly expanding cryptocurrency sector. NextGen has entered into a letter of intent dated January 26, 2025 (the “Letter of Intent”) with a publicly-listed technology company (the “Vendor”) to acquire (the “Acquisition”) the claim of approximately 10,000 Solana coins (the “SOL”) or an equivalent cash amount (the “Crypto Proceeds”, and together with the SOL, the “Crypto Assets”). 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 (the “TSXV”). 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 $4.0 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 C$5.5 million, subject to receiving all necessary regulatory approvals, including from the CSE and TSXV. The acquisition will be fully paid with the issuance of NextGen common shares (the “Consideration Shares”).

Following the release of each tranche of Crypto Assets to the Vendor by the Custodian (each a “Custodian Delivery Date”), the Vendor will, within three (3) 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 coinmarketcap.com over the ten (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 the $0.75, 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 4-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 finder’s fees are expected to be paid in connection with the Acquisition.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

About NextGen Digital Platforms

NextGen Digital Platforms Inc. (CSE: NXT) is a publicly traded company listed on the Canadian Securities Exchange, 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 (“Cloud AI Hosting”), delivering advanced infrastructure solutions for AI-driven applications.

For More Information:

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

Caution Regarding Forward-Looking Information

This press release includes certain "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements herein, other than statements of historical fact, constitute forward-looking information. Forward-looking information is frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved.

Forward-looking information in this press release includes, but is not limited to, statements relating to the Company's business plans and expected future growth, the entering into of a definitive agreement in respect of the Acquisition, the completion of the Acquisition on the terms described herein or at all, the expected closing of the Acquisition and the expected benefits of the Acquisition. Forward-looking information reflects the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, technical, economic, and competitive uncertainties and contingencies, including the speculative nature of cryptocurrencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, without limitation, the Company's ability to execute on its business and investment plans; the Company's ability to raise debt or equity through future financing activities; the Company's ability to increase its investments in cryptocurrency-based technologies; any adverse changes and developments regarding Solana, XRP, DOGE or the cryptocurrency ecosystem; the growth and development of decentralized finance and the digital asset sector; any new rules and regulations with respect to decentralized finance and digital assets; the inherent volatility in the prices of certain cryptocurrencies including Solana, XRP and DOGE; increasing competition in the crypto and blockchain industries; general economic, political and social uncertainties in Canada and the United States; currency exchange rates and interest rates; the limited resources of the Company; the Company's reliance on the expertise and judgment of senior management and the Company's ability to attract and retain key personnel; the speculative nature of cryptocurrencies in general; and the Company's ability to continue as a going concern.

There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by law. Investors are cautioned against attributing undue certainty to forward-looking statements.

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.