NextGen Digital Announces Private Placement of Special Warrants Convertible into Secured Digital Asset-Backed Notes
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, B.C., July 09, 2025 (GLOBE NEWSWIRE) -- NextGen Digital Platforms Inc. (CSE:NXT) (OTCQB:NXTDF) (FSE:Z12) (“NextGen” or the “Company”) is pleased to announce that it has entered into a term sheet with an arm’s-length purchaser (the “Purchaser”) providing for a non-brokered private placement (the “Offering”) of up to 2,000 special warrants of the Company (the “Special Warrants”) for gross proceeds of up to C$2,000,000.
The Offering will be funded 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 CoinMarketCap.com, 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% secured convertible notes (the “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 (the "Securities Commissions ") for a prospectus supplement qualifying the distribution of the Notes issuable upon exercise of the Special Warrants (the "Qualification Prospectus "), and (ii) the date that is four months and one day from the closing of the Offering (the “Qualification Date”). 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 annum, payable at maturity in cash or, subject to the approval of the Canadian Securities Exchange (the “Exchange”), in units of the Company (“Units”) at a price equal to the closing price of the Company’s common shares on the Exchange prior to the closing of the Offering (the “Conversion Price”).
Each Unit will consist of one common share (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant will be exercisable for one additional Share at a price equal to a 25% 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.
The securities to be issued pursuant to the Offering have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold withinthe United States or to, or for the account or benefit of, U.S. persons in the absence of U.S.registration or an applicable exemption from the U.S. registration requirements. This news releaseshall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any saleof the securities in the United States or in any other jurisdiction in which such offer, solicitation orsale would be unlawful.
About NextGen Digital Platforms Inc.
NextGen Digital Platforms Inc. (CSE: NXT) (OTCQB:NXTDF) (FSE:Z12) 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 hosting (“Cloud AI 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 micro-technology platforms.
For More Information:
Alexander Tjiang, Interim Chief Executive Officer
(416) 300-7398
https://nextgendigital.ca/
info@nextgendigital.ca
The Exchange does not accept responsibility for the adequacy or accuracy of this release.
This press release includes certain "forward-looking information " within the meaning of applicable Canadian securities legislation. All statements contained herein, other than statements of historical fact, including, without limitation, those relating to the Offering, the intended use of proceeds, the completion of the Offering on the terms described herein or at all, the anticipated filing of a Prospectus Supplement, and the receipt of necessary regulatory approvals, 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.
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. The Company undertakes no obligation to update forward-looking statements herein except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements herein.
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