NEXTGEN DIGITAL CLOSES FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT OF UNITS

Executive Summary

• Completed the first tranche of a non‑brokered private placement, issuing 2,065,000 units at $0.40 per unit for gross proceeds of $826,000.
• Each unit includes one common share and half of a transferable warrant; warrants allow purchase of additional shares at $0.60 with an acceleration clause tied to the share price.
• CEO Matthew Priebe will resign effective December 5, 2025.

Key Details

• Units Issued: 2,065,000 units @ $0.40 per unit → Gross proceeds: $826,000.
• Unit Composition: 1 common share + ½ transferable common share purchase warrant.
• Warrant Terms: Whole warrant purchases one additional share at $0.60; exercisable for 24 months from closing.
• Acceleration Clause: If the share price exceeds $0.90 for any ten consecutive trading days, warrants expire 30 calendar days after a 7‑day notice period.
• Finder’s Fees: Paid $30,820 in cash and issued 57,050 finder’s warrants (exercise price $0.40, 24‑month term).
• Future Tranches: Company expects to close one or more additional tranches in the coming weeks.
• Statutory Hold Period: All securities subject to a four‑month plus one day hold period.
• Use of Proceeds: Corporate development, marketing, and general working capital.
• CEO Resignation: Matthew Priebe will step down as CEO effective December 5, 2025; departure is for other opportunities.

Notable Quotes

(No direct quotes were provided in the release.)