NextGen Digital Platforms — Capital/Financing Update 2025

Jan 30, 2025

Form 51-102F3
MATERIAL CHANGE REPORT

Item 1. Name and Address of Company
NextGen Digital Platforms Inc. (“NextGen” or the “Company”)
1500 – 1055 West Georgia Street
Vancouver, BC V6E 4N7

Item 2. Date of Material Change
January 23, 2025

Item 3. News Release
News Release dated January 23, 2025 was disseminated via Executive Business Services and filed on SEDAR+ on January 23, 2025.

Item 4. Summary of Material Change
The Company has completed the first tranche of its previously announced non-brokered private placement financing. Pursuant to the first tranche, the Company issued 633,750 units of the Company, at a price of $1.28 per Unit for gross proceeds of $811,200.

The Company has also received approval from the Canadian Securities Exchange for its proposed split of its Shares on the basis of 2 (two) post-split Shares for each issued and outstanding pre-split Share.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change
The Company has completed the first tranche (the “First Tranche”) of its previously announced non-brokered private placement financing (the “Offering”). Pursuant to the First Tranche, the Company issued 633,750 units of the Company (the “Units”), at a price of $1.28 per Unit for gross proceeds of $811,200.

Each Unit consists of one common share in the capital of the Company (a “Share”) and one transferrable common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to purchase one additional Share at an exercise price of $1.60 for a period of 24 months from the date of issuance.

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In connection with the First Tranche, the Company paid finder's fees to eligible finders consisting of $31,848 in cash and 24,631 common share purchase warrants (the "Finder's Warrants"). Each Finder's Warrant is exercisable to acquire one Share at an exercise price of $1.60 for a period of 24 months from the date of issuance.

The Company will use the net proceeds from the Offering for corporate development, marketing, and general working capital. All securities issued in connection with the First Tranche are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation ending on May 24, 2025. The Company plans to complete a second tranche of the Offering in the coming weeks.

The Company is also pleased to announce, further to its news release dated December 20, 2024, that the Company has received approval from the Canadian Securities Exchange ("CSE") for its proposed split of its Shares on the basis of 2 (two) post-split Shares for each issued and outstanding pre-split Share (the "Share Split"). The Company's name and stock symbol are currently expected to remain unchanged following the Share Split. The Share Split will take effect on a record date to be announced in due course and after closing of the last tranche of the Offering.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

None.

Item 8. Executive Officers

The following senior officer of the Company is knowledgeable about the material change and this Material Change Report and may be contacted:

Alexander Tjiang, Interim Chief Executive Officer
Telephone: (416) 300-7398

Item 9. Date of Report

January 30, 2025.

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