A copy of this preliminary short form prospectus has been filed with the securities regulatory authorities in the each of the provinces and territories of Canada, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form base shelf prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from the securities regulatory authorities.

This preliminary short form prospectus is a base shelf prospectus. This short form base shelf prospectus has been filed under legislation in each of the provinces and territories of Canada, that permit certain information about these securities to be determined after the short form base shelf prospectus has become final and that permit the omission of that information from this prospectus. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities, except in cases where an exemption from such delivery requirements has been obtained.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This preliminary short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). They may not be offered or sold in the United States of America or to or for the account or benefit of a "U.S. person" as defined in Regulation S under the U.S. Securities Act. This short form base shelf prospectus does not constitute an offer to sell or a solicitation of an offer to buy these securities in the United States or to any "U.S. person".

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of NextGen Digital Platforms Inc., Suite 1500, 1055 West Georgia Street, Vancouver, BC. V6E 4N7, telephone: (416) 300-7398, and are also available electronically at www.sedarplus.ca.

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS

New Issue

June 10, 2025

NEXTGEN DIGITAL PLATFORMS INC.

$20,000,000

Common Shares

Warrants

Subscription Receipts

Debt Securities

Units

This short form base shelf prospectus (this “Prospectus”) relates to the offering for sale of common shares (the “Common Shares”), warrants (the “Warrants”) and subscription receipts (the “Subscription Receipts”), debt securities (the “Debt Securities”) or any combination of such securities (the “Units”) (all of the foregoing, collectively, the “Securities”) by NextGen Digital Platforms Inc. (“NextGen” or the “Company”) from time to time, during the 25-month period that the Prospectus, including any amendments hereto, remains effective, in one or more series or issuances, with a total offering price of the Securities in the aggregate, of up to $20,000,000. The Securities may be offered for sale separately or in combination with one or more other Securities and may be sold from time to time in one or more transactions at a fixed price or prices (which may be changed) or at market prices prevailing at the time of sale, at prices determined by reference to such prevailing market prices or at negotiated prices.

The specific terms of any Securities offered will be described in one or more shelf prospectus supplements (collectively or individually, as the case may be, a “Prospectus Supplement”), including, where applicable: (i) in the case of Common Shares, the number of Common Shares offered, the offering price and any other specific terms; (ii) in the case of Warrants, the number of Warrants offered, the offering price, the designation, number and terms of the Common Shares issuable upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, dates and periods of exercise, the currency in which the Warrants are issued and any other specific terms; (iii) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price, the procedures for the exchange of the Subscription Receipts for Common Shares or Warrants, as the case may be, and any other specific terms; (iv) in the case of Debt Securities, the specific designation, aggregate principal amount, the currency or the currency unit for which the Debt Securities may be purchased, the maturity, interest provisions, authorized denominations, offering price, covenants, events of default, any terms for redemption, any exchange or conversion terms, whether the debt is senior, senior subordinated or subordinated, whether the debt is secured or unsecured and any other terms specific to the Debt Securities being offered; and (v) in the case of Units, the designation, number and terms of the Common Shares, Warrants or Subscription Receipts comprising the Units. Where required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to the Securities will be included in the Prospectus Supplement describing the Securities. A Prospectus Supplement may include specific variable terms pertaining to the Securities that are not within the alternatives and parameters described in this Prospectus.

In addition, the Debt Securities that may be offered may be guaranteed by the Company and certain direct and indirect subsidiaries of the Company with respect to the payment of the principal, premium, if any, and interest on the Debt Securities. The Company expects that any guarantee provided in respect of senior Debt Securities would constitute a senior unsecured or secured obligation of the applicable guarantor. For a more detailed description of the Debt Securities that may be offered, see “Description of Securities – Debt Securities - Guarantees”, below.

All shelf information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be incorporated by reference to this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains. Investors should read the Prospectus and any applicable Prospectus Supplement carefully before investing in the Securities.

This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the Securities in such jurisdictions. The Company may offer and sell Securities to, or through, underwriters or dealers, directly to one or more other purchasers, or through agents pursuant to exemptions from registration or qualification under applicable securities laws. A Prospectus Supplement relating to each issue of Securities will set forth the

names of any underwriters, dealers or agents involved in the offering and sale of the Securities and will set forth the terms of the offering of the Securities, the initial issue price (in the event that the offering is a fixed price distribution), the method of distribution of the Securities, including, to the extent applicable, the proceeds to the Company and any fees, discounts, concessions or other compensation payable to the underwriters, dealers or agents, and any other material terms of the plan of distribution. The Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, Securities may be offered at market prices prevailing at the time of sale, at prices determined by reference to such prevailing market prices or at negotiated prices, which prices may vary as between purchasers and during the period of distribution of the Securities.

This Prospectus may qualify an "at-the-market" distribution (as such term is defined in National Instrument 44-102 – Shelf Distributions ("NI 44-102"). In connection with any offering of the Securities (unless otherwise specified in a Prospectus Supplement), other than an "at-the-market distribution", the underwriters or agents may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be interrupted or discontinued at any time. A purchaser who acquires Securities forming part of the underwriter's over allocation position acquires those securities under this Prospectus and the relevant prospectus supplement, regardless of whether the over-allocation position is filled through the exercise of the over-allotment option or secondary market purchases. See "Plan of Distribution".

The Company's outstanding Common Shares are listed and posted for trading on the Canadian Securities Exchange (the "CSE") under the symbol "NXT" and on the Frankfurt Stock Exchange under the symbol "Z12". The Company's principal address is located at Suite 1500, 1055 West Georgia Street, Vancouver, BC, V6E 4N7. The Company's registered office is located at 2200 HSBC Building, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8.

The Company has negative operating cash flow for the year ended March 31, 2024 and the nine months ended December 31, 2024. To the extent that the Company has negative operating cash flow in future periods, it may need to allocate a portion of its cash reserves to fund such negative cash flow. The Company may also be required to raise additional funds through the issuance of equity or debt securities. There can be no assurance that the Company will be able to generate positive cash flow from its operations, that additional capital or other types of financing will be available when needed or that these financings will be on terms favourable to the Company.

No underwriter has been involved in the preparation of the Prospectus or performed any review of the contents of the Prospectus.

Unless otherwise disclosed in any applicable Prospectus Supplement, the Warrants, Subscription Receipts, Debt Securities and the Units will not be listed on any securities exchange. Unless the Securities are disclosed to be listed, there will be no market through which these Securities may be sold and purchasers may not be able to resell these Securities purchased under this Prospectus. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities, and the extent of issuer regulation. See "Risk Factors".

Page

GENERAL MATTERS...1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION...1
CURRENCY PRESENTATION...2
DOCUMENTS INCORPORATED BY REFERENCE...2
THE COMPANY...4
RECENT DEVELOPMENTS...5
DIRECTORS AND EXECUTIVE OFFICERS...5
CONSOLIDATED CAPITALIZATION...9
USE OF PROCEEDS...9
DESCRIPTION OF SECURITIES...10
PLAN OF DISTRIBUTION...15
PRIOR SALES...16
PRICE RANGE AND TRADING VOLUME...17
RISK FACTORS...18
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS...20
CERTAIN INCOME TAX CONSIDERATIONS...21
LEGAL MATTERS...21
EXEMPTIONS...21
INTEREST OF EXPERTS...21
AUDITORS, TRANSFER AGENT AND REGISTRAR...21
STATUTORY RIGHTS OF WITHDRAWAL AND RECISSION...21
CONTRACTUAL RIGHTS OF RESCISSION...22
CERTIFICATE OF THE COMPANY...C-1

GENERAL MATTERS

In this Prospectus, references to “NextGen”, the “Company”, “we”, “us” and “our” refers, collectively, to NextGen Digital Platforms Inc.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Prospectus contains forward-looking information and forward-looking statements (collectively, “forward-looking statements”) that relate to the Company’s current expectations and views of future events. In some cases, these forward-looking statements can be identified by words or phrases such as “may”, “might”, “will”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “indicate”, “seek”, “believe”, “predict” or “likely”, or the negative or grammatical variations of these terms, or other similar expressions intended to identify forward-looking statements, although not all forward-looking statements include such words. The Company has based these forward-looking statements on its current expectations and projections about future events and financial trends that it believes might affect its financial condition, results of operations, business, prospects and financial needs. These forward-looking statements include, among other things, statements relating to:

the Company’s business plans focussed on the acquisition and development of revenue-generating Micro-technology platforms;
the proposed development and operations of the website and business of PCSections.com (“PCS”), an e-commerce platform facilitating direct wholesaler-to-consumer sales of premium gaming electronics and other specialized hardware;
the proposed development and operations of the business line for cloud AI hosting (“Cloud AI Hosting”), a hardware-as-a-service business whereby the computing power of NextGen’s specialized hardware workstations are leased to third-party end users for artificial intelligence applications, via a cloud-based portal;
costs and timing of future acquisition and development activities;
ability to attract and retain skilled management and staff, as applicable;
market competition;
the market for and potential revenues to be derived from the Company’s products;
timing and receipt of securities regulatory approvals;
business objectives and milestones; and
deployment of available funds, and adequacy of financial resources.

Such forward-looking statements are based on a number of material factors and assumptions, including, but not limited in any manner to, those disclosed elsewhere herein, and include sufficient working capital to acquire, develop and operate any proposed Micro-technology platforms, access to adequate services and supplies, economic conditions, current and future Common Share prices, foreign currency exchange rates, interest rates, access to equity and debt markets and associated costs of funds, availability of a qualified work force, the future operational and financial activities of the Company generally, the Company’s ability to obtain appropriate intellectual property applications and protections in a timely and cost-efficient manner, the regulatory framework governing intellectual property in the jurisdictions in which the Company will conduct its business and any other jurisdictions in which the Company may conduct its business in the future, the impact of competition on the Company, and anticipated

and unanticipated costs. While the Company considers these material factors and assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in this Prospectus. See “Risk Factors”.

For the reasons set forth above, investors should not place undue reliance on forward looking statements. This Prospectus includes many cautionary statements, including those stated under the heading “Risk Factors”. You should read these cautionary statements as being applicable to all related forward-looking statements wherever they appear in this Prospectus.

References to certain websites in this Prospectus do not incorporate by reference the information on such website in this Prospectus, and the Company disclaims any such incorporation by reference. The information on such websites is from sources believed to be reliable, but that have not been independently verified by the Company. These links are included in this Prospectus for reference purposes only.

All of the forward-looking statements contained in this Prospectus are expressly qualified by the foregoing cautionary statements. Investors should read this entire Prospectus and consult their own professional advisors to assess the income tax, legal, and other risk factors, and other aspects, of their investment.

CURRENCY PRESENTATION

Unless stated otherwise or as the context otherwise requires, all references to dollar amounts in this Prospectus, any Prospectus Supplement, and any other document that are incorporated by reference into this Prospectus are references to Canadian dollars, unless otherwise indicated.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed with the securities commission or similar regulatory authority in each of the provinces and territories of Canada are available at www.sedarplus.ca and are specifically incorporated by reference into, and form an integral part of, this Prospectus, provided that such documents are not incorporated by reference to the extent that their contents are modified or superseded by a statement contained in this Prospectus or in any other subsequently filed document that is also incorporated by reference in this Prospectus:

the annual information form of the Company for the year ended March 31, 2025 dated June 10, 2025 (the “AIF”);
the audited annual financial statements of the Company for the years ended March 31, 2025 and 2024;
the management’s discussion and analysis of financial condition and results of operations of the Company for the year ended March 31, 2025;
the management information circular of the Company dated November 13, 2024 distributed in connection with the Company’s annual general meeting of shareholders held on December 18, 2024;
the material change report dated May 16, 2025 regarding the closing of the first tranche of a private placement of 3,118,366 special warrants at the price of $0.30 per special warrant for gross proceeds of approximately $935,510;

the material change report dated May 26, 2025 regarding the closing of the second tranche of a private placement of 3,393,100 special warrants at the price of $0.30 per special warrant and 440,000 common shares at a price of $0.30 per share for gross proceeds of approximately $1,149,930.10; and
the material change report dated June 2, 2025 regarding the closing of the third and final tranche of a private placement of 2,468,032 special warrants at the price of $0.30 per special warrant for gross proceeds of approximately $740,409.74.

Any documents of the type referred to above or in Section 11.1 of Form 44-101F1, including any material change reports (excluding confidential reports), annual and interim financial statements (including management’s discussion and analysis filed in connection with such annual and interim financial statements), updated disclosure of earnings interest coverage ratios, and information circulars or annual filings that are filed by the Company with the Securities Commissions or any similar authorities in the provinces and territories of Canada after the date of this Prospectus and prior to the termination of the offering under any Prospectus Supplement shall be deemed to be incorporated by reference into this Prospectus.

In addition, the Company may determine to incorporate into any Prospectus Supplement to this Prospectus, including any Prospectus Supplement that it files in respect of an “at-the-market” offering, any news release that the Company disseminates in respect of previously undisclosed information that, in the Company’s determination, constitutes a “material fact” (as such term is defined under applicable Canadian securities laws). In this event, the Company will identify such news release as a “designated news release” for the purposes of the Prospectus in writing on the face page of the version of such news release that the Company files on SEDAR+ (any such news release, a “Designated News Release”), and any such Designated News Release shall be deemed to be incorporated by reference into the Prospectus Supplement for the offering in respect to which the Prospectus Supplement relates. These documents will be available through the internet on SEDAR+.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that was required to be stated or that was necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

Upon a new annual information form and the related annual financial statements being filed by the Company with, and, where required, accepted by the Securities Commissions and similar authorities in the provinces and territories of Canada during the currency of this Prospectus, the previous annual information form, the previous annual financial statements and all interim financial statements, material change reports and annual filings or information circulars filed before the commencement of the Company’s fiscal year in which the new annual information form is filed will be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities under this Prospectus.

A Prospectus Supplement containing the specific terms in respect of any Securities, updated disclosure of earnings interest coverage ratios (if applicable) and any additional or updated information that

the Company may elect to include (provided that such information does not describe a material change that has not already been the subject of a material change report or a prospectus amendment) will be delivered to purchasers of such Securities, together with this Prospectus, and will be deemed to be incorporated into this Prospectus as of the date of such Prospectus Supplement, but only for the purposes of the offering of such Securities.

Any template version of any “marketing materials” (as such terms are defined in National Instrument 41-101 – General Prospectus Requirements of the Canadian Securities Administrators) filed after the date of a Prospectus Supplement and before the termination of the distribution of the Securities offered pursuant to such Prospectus Supplement (together with this Prospectus) is deemed to be incorporated by reference in such Prospectus Supplement.

THE COMPANY

The Company is a Canadian technology company specializing in the development and acquisition of revenue-generating Micro-technology digital platforms. The Company’s first business was the website and business of PCS, an e-commerce platform facilitating direct wholesaler-to-consumer sales of premium gaming electronics and other specialized hardware. Recently, the Company has focused its efforts on developing its Cloud AI Hosting business, which is a business line for cloud AI hosting, a hardware-as-a-service business whereby the computing power of NextGen’s specialized hardware workstations are leased to third-party end users for artificial intelligence applications, via a cloud-based portal. The Company anticipates potential synergies between PCS and Cloud AI Hosting through shared marketing and the potential resale of workstations on PCS. From time to time the Company also intends to evaluate and acquire or develop other Micro-technology platforms.

The Company’s e-commerce platform, PCS, offers a variety of premium PC gaming technologies and other specialized hardware, including productivity hardware, from well-known brands such as ASUS, Corsair, Dell, and others. The Company sources its products from reputable manufacturers and suppliers in the industry. The Company’s initial competitive strategy is centred on pricing, wherein products are sourced from suppliers offering the most cost-effective rates. Additionally, limited-time discounts or other promotions are offered from time to time to attract new customers. The Company demonstrates a proactive approach to managing its product mix by closely monitoring evolving market trends and customer preferences. In addition to PCS, the Company is building a business line referred to as Cloud AI Hosting, a hardware-as-a-service business whereby the computing power of NextGen’s specialized hardware workstations are leased, for an hourly rental fee, to third-party end users for artificial intelligence applications, via a cloud-based portal.

The Company’s core competencies include managing and optimizing high-performance computing infrastructure, with a focus on delivering scalable, technology-driven services. The Company is seeking to expand its fleet of computing workstations for its Cloud AI Hosting business and is exploring potential, value-additive asset acquisitions.

In line with its existing capabilities and business strategy, the Company is expanding its operations into the digital asset ecosystem, including cryptocurrency mining, staking, and blockchain infrastructure support (collectively, “Digital Asset Infrastructure Operations”). This expansion represents a strategic extension of the Company’s current business activities, forming a third operational segment that complements its Cloud AI Hosting and e-commerce lines.

As part of this expansion, the Company plans to acquire or purchase digital assets (cryptocurrency) specifically for use in staking activities. These assets will be deployed as part of the Company’s infrastructure operations to validate blockchain transactions, earn staking rewards, and enhance network

security. The acquisition of cryptocurrency for staking purposes is an operational input, similar to acquiring hardware or computing resources, rather than a passive financial investment.

The Company's expansion into Digital Asset Infrastructure Operations is not only a strategic extension of its business but also reflects the Company's expertise in managing and optimizing complex, technology-driven operations. The Company's experience with GPU fleets and technology infrastructure is expected to position the Company to actively contribute to the growing digital asset economy, creating value by providing infrastructure services and securing decentralized networks.

This initiative aligns with the Company's strategy of maximizing the utilization of its hardware assets and capitalizing on growth opportunities within the broader digital ecosystem.

RECENT DEVELOPMENTS

There have been no material developments in the Company's business since the date of the AIF, which have not been disclosed in this Prospectus or the documents incorporated by reference therein.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets out the names, provinces or states of residence, positions, principal occupations, and the number and percentage of Common Shares that are beneficially owned or controlled by each of the current directors and executive officers of the Company as at the date of this Prospectus. The current directors of the Company are Alexander Tjiang, Ajaypreet Toor, Anthony Zelen and Matt Zahab, and the current officers of the Company are Alexander Tjiang (Interim CEO) and Ajaypreet Toor (CFO & Corporate Secretary). The Company's directors are expected to hold office until the next annual general meeting of the Company's shareholders and are elected annually and, unless re-elected, retire from office at the end of the next annual general meeting of the Company's shareholders.

Name, age and city of residence	Position(s)	Principal occupations held during the last five years	Number and Percentage of Common Shares as at the date of this Prospectus(3)	Date Appointed
Alexander TjiangAge 28Vancouver, British Columbia	Interim Chief Executive Officer and Director	Investment Banker,Echelon Capital Markets,April 2021 – July 2024;Investment Analyst,Richardson GMP, June 2018 – April 2021;Investment Analyst, Lloyd Point Capital Management,March 2017 – May 2018	712,000 (2.81%)	Director: March 14, 2025Interim CEO:December 20, 2024
Ajaypreet Toor (1)Age 31Vancouver, British Columbia	CFO and Corporate Secretary	Accountant, BroadBand TV Corp., March 2022 to February 2023; Self-employed consultant,January 2021 to February 2022; Senior Corporate Finance Analyst, October 2017 to December 2020	Nil (Nil%)	Director: December 20, 2024CFO and Corporate Secretary:December 11, 2024
Anthony Zelen (1)Age 53Vancouver, British Columbia	Director	President of Zelen Consulting Inc., June 1997 to present	Nil (Nil%)	April 1, 2025

Name, age and city of residence	Position(s)	Principal occupations held during the last five years	Number and Percentage of Common Shares as at the date of this Prospectus(3)	Date Appointed
Matt Zahab (1)
Age 30
Toronto, Ontario	Director	Owner, NFT Daddy Inc., 2021 to present; Podcast Host, Cryptonews.com, 2021 to present; Head of Sales, Hush Blankets, 2019 to 2021	Nil (Nil%)	May 26, 2025

Notes:
(1) Denotes a member of the Audit Committee of the Company.

As of the date of this Prospectus, the directors and officers of the Company, as a group, own or control or exercise direction over 712,000 Common Shares, representing 2.81% of the issued and outstanding Common Shares.

Directors and Officers – Biographies

The following biographies provide information in respect of the current directors and officers of the Company.

Alexander Tjiang, Interim Chief Executive Officer and Director

Alexander Tjiang is a seasoned public equities investment management and capital markets professional with 7+ years of industry experience in long/short equities investing and investment banking across a wide array of equity financing, debt arranging, and mergers & acquisitions assignments.

Mr. Tjiang expects to devote approximately 50% of his time to the Company’s activities, but will at all times devote sufficient time to the Company’s activities as is reasonably necessary to discharge his responsibilities as Interim CEO and a director.

Mr. Tjiang is not an employee of the Company but is an independent contractor of the Company. Mr. Tjiang has not entered into a non-competition or non-disclosure agreement with the Company.

Ajaypreet Toor, Chief Financial Officer, Corporate Secretary and Director

Mr. Toor is a finance professional with six years of experience in investment banking, corporate finance, financial management and full cycle accounting. Mr. Toor successfully completed the Common Final Exam (CFE) and holds a Bachelor in Business from Simon Fraser University.

As the Chief Financial Officer and Corporate Secretary of the Company, Mr. Toor is responsible for coordination of the financial operations and corporate management of the Company in conjunction with the Chief Executive Officer and with outside accounting, tax, auditing and legal firms.

Mr. Toor expects to devote approximately 50% of his time to the Company’s activities, but will at all times devote sufficient time to the Company’s activities as is reasonably necessary to discharge his responsibilities as CFO, Corporate Secretary and a director.

Mr. Toor is not an employee of the Company but is an independent contractor of the Company. Mr. Toor has not entered into a non-competition or non-disclosure agreement with the Company.

Anthony Zelen, Director

Mr. Zelen has over 23 years of experience in finance, investor relations, start-ups and corporate development. He has served as a director and officer for a number of public companies listed both in the United States and Canada in roles relating to investor relations, public relations, financing and strategic marketing for companies in the technology, mining and oil and gas sectors. Mr. Zelen is a former director of BIGG Digital Assets Inc. (TSXV: BIGG), a company that owns, operates and invests in cryptocurrency businesses. Mr. Zelen received a Bachelor of Arts from Simon Fraser University.

Mr. Zelen expects to devote approximately 10% of his time to the Company’s activities, but will at all times devote sufficient time to the Company’s activities as is reasonably necessary to discharge his responsibilities as a director.

Mr. Zelen is neither an employee nor an independent consultant of the Company. Mr. Zelen has not entered into a non-competition or non-disclosure agreement with the Company.

Matt Zahab, Director

Mr. Zahab is a technology professional with a proven track record in helping companies grow, and specializes in marketing, growth, strategy, and sales. Mr. Zahab is currently the Chief Marketing Officer and Podcast Host at CryptoNews.com; in this role, he leads strategic marketing initiatives and hosts the widely acclaimed “Cryptonews Podcast”, where he engages with industry leaders to discuss emerging trends and innovations in blockchain technology.

Previously, Mr. Zahab held a variety of growth- and strategy-oriented leadership positions, having acted as Head of Growth at Cypherpunk Holdings Inc. – now SOL Strategies Inc. (CSE:HODL) – and leading sales at Hush Blankets, wherein he played an instrumental role in executing the company’s sale to Sleep Country Canada.

Mr. Zahab expects to devote approximately 10% of his time to the Company’s activities, but will at all times devote sufficient time to the Company’s activities as is reasonably necessary to discharge his responsibilities as a director.

Mr. Zahab is neither an employee nor an independent consultant of the Company. Mr. Zahab has not entered into a non-competition or non-disclosure agreement with the Company.

Committees

The only committee of the Board of Directors is the Audit Committee, which consists of Anthony Zelen (Chair), Matt Zahab and Ajaypreet Toor.

Corporate Cease Trade Orders

Other than as disclosed below, no director or executive officer or promoter of the Company is, as at the date of this Prospectus, or was, within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any person or company, including the Company, that:

a) was subject to (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (an “order”) that was issued while the

director or executive officer or promoter was acting in the capacity of a director, the chief executive officer or the chief financial officer thereof; or

b) was subject to an order that was issued after the director or executive officer or promoter ceased to be a director, the chief executive officer or the chief financial officer thereof and which resulted from an event that occurred while that person was acting in such capacity.

Anthony Zelen was a director of Hollister Biosciences Inc. (“Hollister”) when the British Columbia Securities Commission issued a cease trade order on June 16, 2020 against it for failure to file its annual financial statements and related management’s discussion and analysis and certifications for the year ended December 31, 2019. This cease trade order was revoked on July 15, 2020.

Anthony Zelen was a director of Hollister when the British Columbia Securities Commission issued a cease trade order on May 4, 2021 against it for failure to file its annual financial statements and related management’s discussion and analysis and certifications for the year ended December 31, 2020. This cease trade order was revoked on June 1, 2020.

Anthony Zelen was a director of New Wave Holdings Corp. (“New Wave”) when the British Columbia Securities Commission issued a cease trade order on July 31, 2021 against it for failure to file its annual financial statements and related management’s discussion and analysis and certifications for the year ended March 31, 2021. This cease trade order was revoked on October 29, 2021.

Anthony Zelen was a director of New Wave when the Ontario Securities Commission issued a cease trade order on August 3, 2021 against it for failure to file its annual financial statements and related management’s discussion and analysis and certifications for the year ended March 31, 2021. This cease trade order was revoked on November 1, 2021.

Anthony Zelen was a director of New Wave when the Ontario Securities Commission issued a cease trade order on October 5, 2021 against it for failure to file its interim financial statements and related management’s discussion and analysis and certifications for the period ended June 30, 2021. This cease trade order was revoked on October 29, 2021.

Bankruptcies

No director or executive officer or promoter of the Company or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company:

a) is, as at the date of this Prospectus, or has been within the 10 years before the date hereof, a director or executive officer of any person or company, including the Company, that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

b) has, within the 10 years before the date of this Prospectus, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

Penalties or Sanctions

No director or executive officer or promoter of the Company or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, has been subject to:

a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Personal Bankruptcies

No director or officer of the Company, nor any shareholder holding sufficient securities of the Company to affect materially the control of the Company, nor any personal holding company of any such person has, within the ten years before the date of this Prospectus, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangements or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

Conflicts Of Interest

The directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interests which they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his interest and abstain from voting on such matter.

There are no known existing or potential conflicts of interest among the Company, its promoters, directors and officers or other members of management of the Company or of any proposed promoter, director, officer or other member of management as a result of their outside business interests except that certain of the directors and officers serve as directors and officers of other companies and, therefore, it is possible that a conflict may arise between their duties to the Company and their duties as a director or officer of such other companies.

CONSOLIDATED CAPITALIZATION

There have been no material changes in the Company's share and loan capitalization, on a consolidated basis, since March 31, 2025, being the date of the Company's most recently filed financial statements incorporated by reference in this Prospectus other than as described under "Prior Sales".

USE OF PROCEEDS

The use of proceeds from the sale of Securities will be described in a Prospectus Supplement relating to a specific issuance of Securities. This information will include the net proceeds to the Company from the sale of the Securities, the use of those proceeds and the specific business objectives that the Company expects to accomplish with those proceeds. Unless otherwise specified in a Prospectus Supplement, the net proceeds from the sale of Securities will be used for working capital, sales and marketing, and general corporate purposes. More detailed information regarding any determinable milestones at the applicable time will be described in any applicable Prospectus Supplement.

All expenses relating to an offering of Securities and any compensation paid to underwriters, dealers or agents, as the case may be, will be paid out of our general funds, unless otherwise stated in the applicable Prospectus Supplement.

The Company has negative operating cash flow for the year ended March 31, 2025. To the extent that the Company has negative operating cash flow in future periods, it may need to allocate a portion of its cash reserves to fund such negative cash flow. The Company may also be required to raise additional funds through the issuance of equity or debt securities. There can be no assurance that the Company will be able to generate a positive cash flow from its operations, that additional capital or other types of financing will be available when needed or that these financings will be on terms favourable to the Company.

Business Objectives and Milestones (12-24 months)

NextGen is seeking to build a diversified technology platform in the digital asset, cryptocurrency, and blockchain technology sectors with the objective of capitalizing on revenue-generating market opportunities, alongside the ongoing growth and adoption of the digital assets across a variety of industries, through investing in and developing digital assets and digital infrastructure.

The Company intends to use the net proceeds from the sale of any Securities to achieve the following milestones over the next 12 to 24 months:

the Company operates a fleet of computing workstations for its online hardware-as-a-service business, Cloud AI Hosting, and a premium computing and electronics e-commerce platform under the brand PCS. The Company intends to explore opportunities to leverage its existing GPU infrastructure and digital footprint to support operations across the digital asset ecosystem, including cryptocurrency mining, staking, and associated blockchain infrastructure operations, including quantum computing;
NextGen is also selling hardware as demanded and Cloud AI Hosting as required, constantly rotating older equipment out for resale and acquiring the latest hardware demanded by clients. The Company will seek to leverage these existing operations and expertise in cloud computing within the artificial intelligence space to enter into complimentary areas within the sector, including artificial intelligence and quantum computing focused operations;
the Company is also seeking to become an active participant in a variety of selected blockchain ecosystems. As part of this initiative, the Company will seek to develop an active staking strategy to support a variety of liquidity pools and earn additional cryptocurrency rewards;
the Company intends to actively evaluate revenue-generating technology companies and assets that are operating within the blockchain ecosystem, with the intention of acquiring, investing, or developing digital asset infrastructure; and
NextGen plans to explore opportunities to act as a validator across select cryptocurrency networks, using its capital and digital assets to earn additional rewards and income.

DESCRIPTION OF SECURITIES

The following is a summary of the material attributes and characteristics of the Securities as at the date of this Prospectus. This summary does not purport to be complete. A Prospectus Supplement will include specific variable terms pertaining to the Securities, some of which may not be within the alternatives and parameters generally described in this Prospectus.

Common Shares

NextGen is authorized to issue an unlimited number of Common Shares without par value. As of the date of this Prospectus, there were 25,420,050 Common Shares issued and outstanding as fully paid and non-assessable common shares.

Holders of the Common Shares are entitled to receive notice of, and to attend and vote at, all meetings of the shareholders of the Company, and each Common Share confers the right to one vote, provided that the shareholder is a holder on the applicable record date declared by the Board. The holders of the Common Shares, subject to the prior rights, if any, of any other class of shares of the Company, are entitled to receive such dividends in any financial year as the Board may by resolution determine. In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or other distribution of the Company’s assets among its shareholders by way of repayment of capital, the net equity of the Company shall be distributed among the holders of the Common Shares, without priority and on a share for share basis. There are no redemption or retraction rights associated with the Common Shares.

Warrants

This section describes the general terms that will apply to any Warrants that may be offered by the Company pursuant to a Prospectus Supplement to this Prospectus. Warrants may be offered separately or together with other Securities.

The specific terms of the Warrants, and the extent to which the general terms described in this section apply to those Warrants, will be set forth in the applicable Prospectus Supplement. The Warrants may or may not be issued under a warrant indenture involving the Company’s share transfer agent. The applicable Prospectus Supplement will include the details of the warrant indenture governing the Warrants being offered.

The particular terms of each issue of Warrants will be described in the related Prospectus Supplement. Such description will include, where applicable:

a) the number of Warrants being offered and, if offered as a units with another Security, the number of Warrants or a fraction of a Warrant being offered with such other Security;
b) the Securities which are underlying the Warrants;
c) the exercise price of the Warrants;
d) the expiry date of the Warrants;
e) the procedure for exercising Warrants into underlying Securities;
f) details of any warrant indenture and its administration;
g) the material Canadian federal tax consequences of owning the Warrants (if any); and
h) any other material terms and conditions of the Warrants.

Subscription Receipts

This section describes the general terms that will apply to any Subscription Receipts that may be offered by the Company pursuant to a Prospectus Supplement to this Prospectus. Subscription Receipts may be offered separately or together with Common Shares or Warrants, as the case may be. The Subscription Receipts will be issued under a Subscription Receipt agreement.

In the event the Company issues Subscription Receipts, the Company will provide the original purchasers of Subscription Receipts a contractual right of rescission exercisable following the issuance of Common Shares to such purchasers.

The applicable Prospectus Supplement will include details of the Subscription Receipt agreement covering the Subscription Receipts being offered. A copy of the Subscription Receipt agreement relating to an offering of Subscription Receipts will be filed by the Company with the applicable securities regulatory authorities after it has been entered into. The specific terms of the Subscription Receipts, and the extent to which the general terms described in this section apply to those Subscription Receipts, will be set forth in the applicable Prospectus Supplement. This description will include, where applicable:

a) the number of Subscription Receipts;
b) the price at which the Subscription Receipts will be offered;
c) the conditions of, and procedures for, the exchange of the Subscription Receipts into Common Shares or Warrants;
d) the number of Common Shares or Warrants that may be exchanged upon exercise of each Subscription Receipt;
e) the designation and terms of any other securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each security;
f) terms applicable to the gross or net proceeds from the sale of the Subscription Receipts plus any interest earned thereon;
g) material Canadian federal income tax consequences of owning the Subscription Receipts; and
h) any other material terms and conditions of the Subscription Receipts.

Description of Debt Securities

This section describes the general terms that will apply to any Debt Securities that may be offered by the Company pursuant to a Prospectus Supplement to this Prospectus. Debt Securities may be offered separately or together with other Securities. The specific terms of the Debt Securities, and the extent to which the general terms described in this section apply to those Debt Securities, will be set forth in the applicable Prospectus Supplement.

The Debt Securities will be direct obligations of the Company and may be guaranteed by the Company and/or an affiliate or associate of the Company. The Debt Securities may be senior or subordinated indebtedness of the Company and may be secured or unsecured, all as described in the relevant Prospectus Supplement. In the event of the insolvency or winding up of the Company, the subordinated indebtedness of the Company, including the subordinated Debt Securities, will be subordinate in right of

payment to the prior payment in full of all other liabilities of the Company (including senior indebtedness), except those which by their terms rank equally in right of payment with or are subordinate to such subordinated indebtedness.

The Debt Securities will be issued under one or more trust indentures (each, a “Trust Indenture”), in each case between the Company and a trustee (each, an “Indenture Trustee”). The statements made hereunder relating to any Trust Indenture and the Debt Securities to be issued thereunder are only references to the customary anticipated provisions and may differ materially for any final Trust Indenture to which reference will need to be made by any investor.

A Trust Indenture will provide that Debt Securities may be issued thereunder up to a stated aggregate principal amount or may provide that amounts may be authorized from time to time by the Company.

The particular terms of each issue of Debt Securities will be described in the related Prospectus Supplement. Such description will include, as applicable:

the designation, aggregate principal amount and authorized denominations of such Debt Securities;
the currency or currency units for which the Debt Securities may be purchased and the currency or currency unit in which the principal and any interest is payable (in either case, if other than Canadian dollars);
the percentage of the principal amount at which such Debt Securities will be issued;
the date or dates on which such Debt Securities will mature and be due for repayment;
the rate or rates per annum at which such Debt Securities will bear interest (if any), or the method of determination of such rates (if any);
the dates on which any such interest will be payable and the record dates for such payments;
the Indenture Trustee of the Debt Security under the Trust Indenture pursuant to which the Debt Securities are to be issued;
the designation and terms of any securities with which the Debt Securities will be offered, if any, and the number of Debt Securities that will be offered with each security;
whether the Debt Securities are subject to redemption or call and, if so, the terms of such redemption or call provisions;
whether such Debt Securities are to be issued in registered form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
any exchange or conversion terms into other Securities;
whether the Debt Securities will be subordinated to other liabilities of the Company and, if so, to what extent;

the material Canadian federal tax consequences of owning the Debt Securities, if any; and
any other material terms and conditions of the Debt Securities.

Debt Securities may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary.

Units

This section describes the customary terms that will apply to Units that may be offered by the Company pursuant to a Prospectus Supplement to this Prospectus.

The following sets forth certain general terms and provisions of the Units under this Prospectus. The following sets forth certain general terms and provisions of the Units offered pursuant to an accompanying Prospectus Supplement, and the extent to which the general terms described in this section apply to those Units, will be set forth in the applicable Prospectus Supplement.

The Units may be comprised of one or more of the other Securities described in the Prospectus in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each of the Securities included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included Security. The unit agreement, if any, under which a Unit is issued may provide that the Securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date.

The particular terms of each issue of Units will be described in the related Prospectus Supplement. Such description will include, where applicable:

a) the number of Units offered;
b) the price or prices, if any, at which the Units will be issued;
c) the currency at which the Units will be offered;
d) the Securities comprising the Units;
e) whether the Units will be issued with any other Securities and, if so, the amount and terms of these Securities;
f) any minimum or maximum subscription amount;
g) whether the Units and the Securities comprising the Units are to be issued in registered form, "book-entry only" form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
h) any material risk factors relating to such Units or the Securities comprising the Units;
i) any other rights, privileges, restrictions and conditions attaching to the Units or the Securities comprising the Units; and

j) any other material terms or conditions of the Units or the Securities comprising the Units, including whether and under what circumstances the Securities comprising the Units may be held or transferred separately.

PLAN OF DISTRIBUTION

The Company may offer and sell Securities directly to one or more purchasers, to underwriters or dealers acting as principal or through agents, underwriters or dealers designated by us from time to time. The Company may distribute the Securities from time to time in one or more transactions at fixed prices (which may be changed from time to time), at market prices prevailing at the times of sale, at varying prices determined at the time of sale, at prices related to prevailing market prices or at negotiated prices, including sales in transactions that are deemed to be "at-the-market distributions" (as defined in NI 44-102). A description of such manner of sale and pricing will be disclosed in the applicable Prospectus Supplement. The Company may offer different classes of Securities in the same offering, or the Company may offer different classes of Securities in separate offerings.

In addition, the Securities may be offered and issued by the Company in consideration for the acquisition of other businesses, assets or securities by the Company. The consideration for any such acquisition may consist of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

A Prospectus Supplement will describe the terms of each specific offering of Securities, including: (i) the terms of the Securities to which the Prospectus Supplement relates, including the type of Security being offered; (ii) the name or names of any agents, underwriters or dealers involved in such offering of Securities; (iii) the purchase price of the Securities offered thereby and the proceeds to, and the portion of expenses borne by, the Company from the sale of such Securities; (iv) a description to be provided by agents, underwriters or dealers in relation to the offering; (v) any agents' commission, underwriting discounts and other items constituting compensation payable to agents, underwriters or dealers; and (vi) any discounts or concessions allowed or re-allowed or paid to agents, underwriters or dealers.

If underwriters are used in an offering, the Securities offered thereby will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase Securities will be subject to the conditions precedent agreed upon by the parties and the underwriters will be obligated to purchase all Securities under that offering if any are purchased. Any public offering price and any discounts or concessions allowed or re-allowed or paid to agents, underwriters or dealers may be changed from time to time.

In connection with any offering of Securities, other than an "at-the-market distribution", unless otherwise specified in a Prospectus Supplement, underwriters or agents may over-allot or effect transactions which stabilize, maintain or otherwise affect the market price of Securities offered at levels other than those which might otherwise prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time. A purchaser who acquires securities forming part of an underwriter's over allocation position, acquires those securities under this Prospectus and the relevant prospectus supplement, regardless of whether the over-allocation position is filled through the exercise of the over-allotment option or secondary market purchases. No underwriter of the at-the-market distribution, and no person or company acting jointly or in concert with an underwriter, may, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the market price of the Securities or securities of the same class as the Securities distributed under the Prospectus, including selling an aggregate number or principal amount of Securities that would result in the underwriter creating an over-allocation position in the Securities.

The Securities may also be sold: (i) directly by the Company at such prices and upon such terms as agreed to; or (ii) through agents designated by the Company from time to time. Any agent involved in the offering and sale of the Securities in respect of which this Prospectus is delivered will be named, and any commissions payable by the Company to such agent will be set forth, in the Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, any agent is acting on a “best efforts” basis for the period of its appointment.

The Company may agree to pay the underwriters a commission for various services relating to the issue and sale of any Securities offered under any Prospectus Supplement. Agents, underwriters or dealers who participate in the distribution of the Securities may be entitled under agreements to be entered into with the Company to indemnification by the Company against certain liabilities, including liabilities under securities legislation, or to contribution with respect to payments which such agents, underwriters and dealers may be required to make in respect thereof. Such underwriters, and dealers and agents may be customers of, engage in transactions with, or perform services for, the Company in the ordinary course of business.

Each class or series of Warrants, Subscription Receipts and Units will be a new issue of Securities with no established trading market. Unless otherwise specified in the applicable Prospectus Supplement, Warrants, Subscription Receipts or Units will not be listed on any securities or stock exchange. Unless otherwise specified in the applicable Prospectus Supplement, there is no market through which the Warrants, Subscription Receipts or Units may be sold and purchasers may not be able to resell Warrants, Subscription Receipts or Units purchased under this Prospectus or any Prospectus Supplement. This may affect the pricing of the Warrants, Subscription Receipts or Units in the secondary market, the transparency and availability of trading prices, the liquidity of the Securities, and the extent of issuer regulation. Subject to applicable laws, certain dealers may make a market in the Warrants, Subscription Receipts or Units, as applicable, but will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given that any dealer will make a market in the Warrants, Subscription Receipts or Units or as to the liquidity of the trading market, if any, for the Warrants, Subscription Receipts or Units.

The Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws. Accordingly, the Securities may not be offered, sold or delivered within the United States, and each underwriter or agent for any offering of Securities will agree that it will not offer, sell or deliver the Securities within the United States, except pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A thereunder (“Rule 144A”) and in compliance with applicable state securities laws. In addition, until 40 days after the commencement of the offering of Securities, any offer or sale of such Securities within the United States by a dealer (whether or not participating in the offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A.

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy the Securities in the United States or to, or for the account or benefit of, U.S. persons.

PRIOR SALES

For the 12-month period before the date of this Prospectus, the Company issued the following Common Shares and securities exercisable or convertible into Common Shares:

Date of Issuance	Security	Number of Securities	Issue/Exercise Price Per Security ($)^{(1)}
December 13, 2024	Options	2,280,000	$0.125

Date of Issuance	Security	Number of Securities	Issue/Exercise Price Per Security ($)(1)
January 23, 2025(2)	Common Shares	1,267,500	$0.64
January 23, 2025(2)	Warrants	1,267,500	$0.80
January 23, 2025(2)	Finder’s Warrants	49,262	$0.80
April 30, 2025(3)	Common Shares	550,000	$0.125
May 1, 2025(3)	Common Shares	250,000	$0.125
May 8, 2025(4)	Special Warrants	3,118,366	$0.30
May 8, 2025(4)	Finder’s Warrants	17,969	$0.30
May 16, 2025(4)	Special Warrants	3,393,100	$0.30
May 16, 2025(4)	Common Shares	440,000	$0.30
May 16, 2025(4)	Finder’s Warrants	131,244	$0.30
May 23, 2025(4)	Special Warrants	2,468,032	$0.30
May 23, 2025(4)	Finder’s Warrants	13,320	$0.30
June 6, 2025	Options	1,400,000	$0.55

Notes:
(1) On March 12, 2025, the Company effected a 2 for 1 share split. All figures shown are post-share split.
(2) 498,000 special warrants were automatically exercised for 498,000 Common Shares on June 3, 2024.
(3) Issued in connection with a private placement of units of the Company.
(4) 800,000 stock options (post 2:1 split) exercised for common shares at $0.125 per share.
(5) Issued in connection with a private placement of specials warrants of the Company.

PRICE RANGE AND TRADING VOLUME

The Common Shares are listed on the CSE under the symbol "NXT" and commenced trading on August 7, 2024.

The following table sets out the high and low sale prices and the aggregate volume of trading of the Common Shares on the CSE for the months indicated.

Date	High ($)	Low ($)	Volume (# of Common Shares)
August 7 – 31, 2024(1)	0.205	0.06	595,275
September 2024	0.065	0.05	119,691
October 2024	0.075	0.05	105,000
November 2024	0.09	0.045	295,050
December 2024	0.80	0.05	2,711,792

Date	High ($)	Low ($)	Volume (# of Common Shares)
January 2025	2.08	0.65	4,203,602
February 2025	1.70	0.90	517,290
March 2025	1.00	0.29	615,472
April 2025	0.58	0.34	359,025
May 2025	0.70	0.49	1,414,449
June 2–9, 2025	$0.62	$0.52	231,305

(1) Trading commenced on the TSXV August 7, 2024.

RISK FACTORS

An investment in the securities of the Company is speculative and subject to risks and uncertainties. The occurrence of any one or more of these risks or uncertainties could have a material adverse effect on the value of any investment in the Company and the business, prospects, financial position, financial condition or operating results of the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial may also impair the Company's business operations.

Prospective investors should carefully consider all information contained in this Prospectus, including all documents incorporated by reference, and in particular should give special consideration to the risk factors under the section titled "Risk Factors" in the Long Form Prospectus and in the section entitled "Trends, Risks and Uncertainties" in the Interim Financial Statements which are incorporated by reference in this Prospectus and which may be accessed on the Company's SEDAR+ profile at www.sedarplus.ca, and the information contained in the section entitled "Note Regarding Forward-Looking Information". Additionally, purchasers should consider the risk factors set forth below.

The risks and uncertainties described or incorporated by reference in this Prospectus are not the only ones the Company may face. Additional risks and uncertainties that the Company is unaware of, or that the Company currently deems not to be material, may also become important factors that affect the Company. If any such risks actually occur, the Company's business, financial condition or results of operations could be materially adversely affected, with the result that the trading price of the Common Shares could decline and investors could lose all or part of their investment.

Use of Proceeds

While information regarding the use of proceeds from the sale the Securities will be described in the applicable Prospectus Supplement, the Company will have broad discretion over the use of the net proceeds from an offering of Securities. Because of the number and variability of factors that will determine the use of such proceeds, the Company's ultimate use might vary substantially from its planned use. Purchasers of Securities may not agree with how the Company allocates or spends the proceeds from an offering of Securities. The Company may pursue acquisitions, collaborations or other opportunities that do

not result in an increase in the market value of our Securities, including the market value of the Common Shares, and that may increase our losses.

Return on Investment is not Guaranteed

There is no government or other guarantee that an investment in the Securities described herein will provide any positive return in the short term or long term. An investment in the Securities of the Company is speculative and involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in the securities of the Company described herein is appropriate only for holders who have the capacity to absorb a loss of some or all of their investment.

Negative Cash Flow from Operations

During the year ended March 31, 2025, the Company had negative cash flow from operating activities. The Company anticipates it will have negative cash flow from operating activities in future periods. To the extent that the Company has negative cash flow in any future period, certain of the net proceeds from the Offering may be used to fund such negative cash flow from operating activities, if any.

Cryptocurrencies Risk

Cryptocurrencies have a limited history; their fair values have historically been volatile, and the value of cryptocurrencies held by the Company could decline rapidly. A decline in the market prices of cryptocurrencies could negatively impact the Company's future operations. Historical performance of cryptocurrencies is not indicative of their future performance.

Many cryptocurrency networks are online end-user-to-end-user networks that host a public transaction ledger (blockchain) and the source code that comprises the basis for the cryptographic and algorithmic protocols governing such networks. In many cryptocurrency transactions, the recipient or the buyer must provide its public key, which serves as an address for a digital wallet, to the seller. In the data packets distributed from cryptocurrency software programs to confirm transaction activity, each party to the transaction user must sign transactions with a data code derived from entering the private key into a hashing algorithm, which signature serves as validation that the transaction has been authorized by the owner of the cryptocurrency. This process is vulnerable to hacking and malware and could lead to theft of the Company's digital wallets and the loss of the Company's cryptocurrency.

Cryptocurrencies are loosely regulated and there is no central marketplace for exchange. Supply is determined by a computer code, not a central bank. Additionally, exchanges may suffer from operational issues, such as delayed execution, which could have an adverse effect on the Company.

The cryptocurrency exchanges on which the Company may trade on are relatively new and, in many cases, largely unregulated, and therefore may be more exposed to fraud and failure than regulated exchanges for other assets. Any financial, security, or operational difficulties experienced by such exchanges may result in an inability of the Company to recover money or cryptocurrencies being held on the exchange. Further, the Company may be unable to recover cryptocurrencies awaiting transmission into or out of the exchange, all of which could adversely affect an investment of the Company. Additionally, to the extent that the digital asset exchanges representing a substantial portion of the volume in digital asset trading are involved in fraud or experience security failures or other operational issues, such digital asset exchanges' failures may result in loss or less favorable prices of cryptocurrencies, or may adversely affect the Company, its operations, and its investments.

Furthermore, crypto-exchanges engage in commingling their client's assets in exchange wallets. When crypto-assets are commingled transactions are not recorded on the applicable blockchain ledger but are only recorded by the exchange. Therefore, there is a risk around the occurrence of transactions or existence of period end balances represented by exchanges.

Loss of Access Risk

The loss of access to the private keys associated with the Company's cryptocurrency holdings may be irreversible and could adversely affect an investment. Cryptocurrencies are controllable only by an individual that posses both the unique public key and private key or keys relating to the "digital wallet" in which the cryptocurrency is held. To the extent a private key is lost, destroyed, or otherwise compromised and no backup is accessible the Company may be unable to access the cryptocurrency. Irrevocability of transactions Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred cryptocurrencies may be irretrievable. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer or theft generally will not be reversible, and the Company may not be capable of seeking compensation.

No Certainty of a Trading Market (other than for Common Shares)

There is currently no market through which the Securities (other than Common Shares) may be sold and purchasers of such Securities may not be able to resell such Securities purchased under a Prospectus Supplement to this Prospectus. Unless otherwise provided in such Prospectus Supplement, there can be no assurance that an active trading market will develop for such Securities after an offering or, if developed, that such market will be sustained. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation. The public offering prices of the Securities may be determined by negotiation between the Company and underwriters based on several factors and may bear no relationship to the prices at which the Securities will trade in the public market subsequent to such offering. See "Plan of Distribution".

Future Sales May Affect the Market Price of the Company Shares

In order to finance future operations, the Company will need to raise funds through the issuance of either additional Common Shares or the issuance of debt instruments or other securities which may or may not be convertible into Common Shares. The Company cannot predict the size of future issuances of Common Shares or the issuance of debt instruments or other securities convertible into Common Shares or the dilutive effect, if any, that future issuances and sales of the Company's securities will have on the market price of the Common Shares. These sales may have an adverse impact on the market price of the Common Shares.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as disclosed in this Prospectus, or the documents incorporated herein, there are no material interest, direct or indirect, of the directors or officers of the Company, any shareholder that beneficially owns more than 10% of the Common Shares or any associate or affiliate of any the foregoing persons in any transaction within the last three years or any proposed transaction that has materially affected or would materially affect the Company or any of its subsidiaries.

CERTAIN INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain Canadian federal income tax consequences generally applicable to investors described therein of acquiring Securities, including, in the case of an investor who is not a resident of Canada, Canadian non-resident withholding tax consideration.

LEGAL MATTERS

Certain legal matters relating to an offering of the Securities will be passed upon by McMillan LLP, on behalf of the Company. In addition, certain legal matters in connection with any offering of Securities will be passed upon for any underwriters, dealers or agents by counsel to be designated at the time of the offering by such underwriters, dealers or agents with respect to matters of Canadian and, if applicable, United States or other foreign law.

EXEMPTIONS

Pursuant to a decision of the Autorité des marchés financiers dated March 25, 2025, the Company was granted a permanent exemption from the requirement to translate into French this Prospectus as well as the documents incorporated by reference therein and any Prospectus Supplement to be filed in relation to an "at-the-market distribution". This exemption is granted on the condition that this Prospectus and any Prospectus Supplement (other than in relation to an "at-the-market distribution") be translated into French if the Company offers Securities to Québec purchasers in connection with an offering other than in relation to an "at-the-market distribution".

INTEREST OF EXPERTS

No person or company whose profession or business gives authority to a report, valuation, statement or opinion and who is named as having prepared or certified a part of this Prospectus or as having prepared or certified a report or valuation described or included in this Prospectus holds or is to hold any beneficial or registered interest, direct or indirect, in any securities or property of the Company or any Associate or affiliate of the Company.

The independent auditor of the Company, DNTW Toronto LLP, Chartered Professional Accountants, has informed the Company that it is independent with respect to the Company in accordance with applicable Canadian auditing standards.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The current auditor of the Company is Horizon Assurance LLP, with offices at 7100 Woodbine Avenue, Suite 219, Markham, Ontario, L3R 5J2. They have advised the Company that they are independent of the Company within the meaning of the Rules of Professional Conduct of the Institute of Chartered Professional Accountants.

The transfer agent and registrar for the Common Shares is Olympia Trust Company located at Suite 1900, 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2.

STATUTORY RIGHTS OF WITHDRAWAL AND RECISSION

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase Securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus or a Prospectus Supplement (including a pricing supplement) relating to the Securities purchased by a purchaser and any amendment thereto. In several of the provinces and territories of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, damages, if the prospectus or Prospectus Supplement

(including a pricing supplement) relating to the Securities purchased by a purchaser and any amendment thereto contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for the particulars of these rights or consult with a legal adviser.

In an offering of convertible, exchangeable or exercisable Securities, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial or territorial securities legislation, to the price at which the convertible, exchangeable or exercisable Securities is offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces or territories, if the purchaser pays additional amounts upon conversion, exchange or exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for the particulars of this right of action for damages or consult with a legal adviser.

CONTRACTUAL RIGHTS OF RESCISSION

In addition to statutory rights of withdrawal and rescission, original purchasers of Warrants (if offered separately from other Securities) and Subscription Receipts (or Units comprised partly thereof) will have a contractual right of rescission against the Company in respect of the exercise of such Warrant or Subscription Receipt, as the case may be.

The contractual right of rescission will entitle such original purchasers to receive, in addition to the amount paid on original purchase of the Warrant or Subscription Receipt (or Units comprised partly thereof), as the case may be, the amount paid upon exercise upon surrender of the underlying Securities gained thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the Warrant or Subscription Receipt under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the Warrant or Subscription Receipt under this Prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under Section 131 of the Securities Act (British Columbia) and is in addition to any other right or remedy available to original purchasers under Section 131 of the Securities Act (British Columbia) or otherwise at law.

Original purchasers are further advised that, in certain provinces, the statutory right of action for damages in connection with a prospectus misrepresentation is limited to the amount paid for the security that was purchased under a prospectus, and therefore a further payment at the time of exercise may not be recoverable in a statutory action for damages. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights or consult with a legal adviser.

C-1

CERTIFICATE OF THE COMPANY

Dated: June 10, 2025

This preliminary short form base shelf prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of the last supplement to this prospectus relating to the securities offered by this prospectus and the supplement(s), constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement(s) as required by the securities legislation of each of the provinces and territories of Canada.

(Signed) Alexander Tjiang
Interim Chief Executive Officer

(Signed) Ajaypreet Toor
Chief Financial Officer

On Behalf of the Board of Directors

(Signed) Matt Zahab
Director

(Signed) Anthony Zelen
Director

AI assistant

NextGen Digital Platforms Capital/Financing Update 2025

48506_rns_2025-06-11_1528bf74-ce1d-4c31-bbd9-62af869b69f7.pdf

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS

NEXTGEN DIGITAL PLATFORMS INC.

TABLE OF CONTENTS

GENERAL MATTERS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

CURRENCY PRESENTATION

DOCUMENTS INCORPORATED BY REFERENCE

THE COMPANY

RECENT DEVELOPMENTS

DIRECTORS AND EXECUTIVE OFFICERS

Directors and Officers – Biographies

Bankruptcies

Business Objectives and Milestones (12-24 months)

DESCRIPTION OF SECURITIES

Subscription Receipts

Description of Debt Securities

Units

PLAN OF DISTRIBUTION

PRIOR SALES

PRICE RANGE AND TRADING VOLUME

RISK FACTORS

Use of Proceeds

Return on Investment is not Guaranteed

Negative Cash Flow from Operations

Cryptocurrencies Risk

Loss of Access Risk

No Certainty of a Trading Market (other than for Common Shares)

Future Sales May Affect the Market Price of the Company Shares

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

CERTAIN INCOME TAX CONSIDERATIONS

LEGAL MATTERS

EXEMPTIONS

INTEREST OF EXPERTS

AUDITORS, TRANSFER AGENT AND REGISTRAR

STATUTORY RIGHTS OF WITHDRAWAL AND RECISSION

CONTRACTUAL RIGHTS OF RESCISSION

AI assistant

NextGen Digital Platforms — Capital/Financing Update 2025

48506_rns_2025-06-11_1528bf74-ce1d-4c31-bbd9-62af869b69f7.pdf

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS

NEXTGEN DIGITAL PLATFORMS INC.

TABLE OF CONTENTS

GENERAL MATTERS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

CURRENCY PRESENTATION

DOCUMENTS INCORPORATED BY REFERENCE

THE COMPANY

RECENT DEVELOPMENTS

DIRECTORS AND EXECUTIVE OFFICERS

Directors and Officers – Biographies

Bankruptcies

Business Objectives and Milestones (12-24 months)

DESCRIPTION OF SECURITIES

Subscription Receipts

Description of Debt Securities

Units

PLAN OF DISTRIBUTION

PRIOR SALES

PRICE RANGE AND TRADING VOLUME

RISK FACTORS

Use of Proceeds

Return on Investment is not Guaranteed

Negative Cash Flow from Operations

Cryptocurrencies Risk

Loss of Access Risk

No Certainty of a Trading Market (other than for Common Shares)

Future Sales May Affect the Market Price of the Company Shares

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

CERTAIN INCOME TAX CONSIDERATIONS

LEGAL MATTERS

EXEMPTIONS

INTEREST OF EXPERTS

AUDITORS, TRANSFER AGENT AND REGISTRAR

STATUTORY RIGHTS OF WITHDRAWAL AND RECISSION

CONTRACTUAL RIGHTS OF RESCISSION

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