NextGen Digital Announces Private Placement of Special Warrants Convertible into Secured Digital Asset-Backed Notes

Core Viewpoint - NextGen Digital Platforms Inc. has announced a non-brokered private placement of up to 2,000 special warrants for gross proceeds of up to C$2,000,000, funded through the contribution of Bitcoin and/or Ethereum by an arm's-length purchaser [1][2][11] Group 1: Offering Details - The Offering will consist of up to 2,000 special warrants, with gross proceeds expected to reach C$2,000,000 [1] - Each special warrant will automatically convert into $1,000 principal amount of 10.0% secured convertible notes upon certain conditions [3] - The notes will mature one year from issuance and bear interest at a rate of 10.0% per annum, payable at maturity either in cash or in units of the company [4] Group 2: Structure of Securities - Each unit will consist of one common share and one common share purchase warrant, with the warrant exercisable at a 25% premium to the conversion price [5] - Holders of the notes may convert the principal amount into units at the conversion price or receive the digital assets contributed upon subscription [6] - The digital assets will be held in segregated custody and will not be used or encumbered by the company prior to maturity [7] Group 3: Regulatory and Closing Conditions - The Offering will rely on available prospectus exemptions and all securities issued will be subject to a four-month hold period under Canadian securities laws [8] - Closing of the Offering is contingent upon necessary corporate and regulatory approvals, with an expected closing in Q3 2025 [9] Group 4: Strategic Importance - This Offering and partnership with the purchaser represent a key milestone in the company's long-term strategy, establishing a Bitcoin treasury and expanding into the digital asset ecosystem [10][11]