Nextgen Digital enters LOI for 4.28% ownership of Centi

Executive Summary

• Nextgen Digital Platforms Inc. has entered into a Letter of Intent (LOI) to make a strategic investment in Centi Ltd., a blockchain-powered stablecoin payment solutions company.
• In exchange for the investment, Nextgen secures an exclusive 60-month license to operate and commercialize Centi’s technology in North America, granting sole rights to deploy the platform under its own brand.
• The transaction involves a $300,000 investment at a $7 million pre-money valuation, resulting in approximately 4.286% ownership of Centi, with an option to increase interest by up to 50% within 24 months.

Key Details

• Investment Amount: $300,000.
• Valuation: $7 million pre-money valuation for Centi Ltd.
• Equity Stake: Approximately 4.286% of Centi’s issued and outstanding shares upon closing.
• License Terms: Nextgen receives an exclusive 60-month license to deploy, integrate, and expand Centi’s platform in North America.
• Option to Expand: Nextgen holds a 24-month option to increase its interest in Centi by up to 50%, based on Centi's value at the time of the top-up investment.
• Target Company Capabilities: Centi’s platform includes consumer mobile applications, merchant processing infrastructure, stablecoin systems, cross-border payment capabilities, and tools for digital vouchers, loyalty programs, and collectible assets.
• Regulatory/Compliance: Centi utilizes a supervised non-custodial wallet design, ensuring users maintain direct access to assets on the blockchain (compatible with MetaMask).
• Closing Conditions: Subject to satisfactory due diligence, customary closing conditions, and regulatory approvals, including the Canadian Securities Exchange.
• Definitive Agreement Deadline: Parties agreed to enter into a definitive agreement on or before October 15, 2025.

Notable Quotes

• "This investment advances our mission to bridge digital assets with traditional finance and real-world operations... Bringing this model to North America gives Nextgen an immediate foothold in the stablecoin payments space, while also positioning us at the forefront of blockchain-driven loyalty, rewards and digital commerce innovation." — Matthew Priebe, CEO of Nextgen Digital Platforms Inc.