SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)

Jan 22, 2025

2. SEC Identification Number

CS201718692

3. BIR Tax Identification No.

009-695-754-000

4. Exact name of issuer as specified in its charter

NEXGEN ENERGY CORP.

5. Province, country or other jurisdiction of incorporation

NCR, PHILIPPINES

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

3RD FLOOR, JTKC CENTRE, 2155 DON CHINO ROCES AVE., BRGY. PIO DEL PILAR, MAKATI CITY, PHILIPPINES Postal Code 1230

8. Issuer's telephone number, including area code

8813-8892 TO 97

9. Former name or former address, if changed since last report

N/A

10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA

Title of Each Class	Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
COMMON SHARES	1,490,000,003

11. Indicate the item numbers reported herein

ITEM 9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

NexGen Energy Corp.XG

PSE Disclosure Form 4-3 - Amendments to Articles of Incorporation References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure
APPROVAL BY THE BOARD (6 OF 6 MEMBERS PRESENT AND VOTING) TO CONVERT 100M COMMON SHARES AT THE PAR VALUE OF P0.10 / SHARE FROM OUT OF THE UNISSUED ACS, TO 100M PREFERRED SHARES AT THE PAR VALUE OF P0.10 PER SHARE WITH THE FOLLOWING FEATURES: (1) REDEEMABLE AT THE OPTION OF THE CORPORATION; (2) NON-VOTING EXCEPT IN THE CASES PROVIDED BY LAW; (3) CONVERTIBLE; (4) NON-PARTICIPATING; (5) CUMULATIVE; (6) NO PREEMPTIVE RIGHTS; (7) ISSUE PRICE, DIVIDEND RATE & OTHER TERMS TBD BY THE BOARD BEFORE ISSUE.
Background/Description of the Disclosure
THE PROPOSED CONVERSION TO PREFERRED SHARES WILL ADDRESS CAPITAL REQUIREMENTS AND OTHER BUSINESS FUNDING NEEDS OF THE COMPANY. THE PROPOSED AMENDMENTS TO THE CORPORATE CHARTERS WILL INCLUDE THE CONVERTIBILITY OF COMMON SHARES TO PREFERRED SHARES. THE DATE OF THE STOCKHOLDERS’ MEETING AT WHICH THE PROPOSED AMENDMENTS ARE TO BE APPROVED BY AT LEAST 2/3 OF THE OUTSTANDING CAPITAL STOCK IS YET TO BE ANNOUNCED.

Date of Approval by Board of Directors	Jan 22, 2025
Date of Approval by Stockholders	TBA
Other Relevant Regulatory Agency, if applicable	N/A
Date of Approval by Relevant Regulatory Agency, if applicable	N/A
Date of Approval by Securities and Exchange Commission	TBA
Date of Receipt of SEC approval	N/A

Amendment(s)

Article No.	From	To
SEVENTH	“SEVENTH: That the authorized capital stock of the corporation is TWO HUNDRED MILLION (P 200,000,000.00) Pesos in lawful money of the Philippines, divided into TWO BILLION (2,000,000,000) shares of stock with a par value of TEN CENTAVOS (P0.10) each. X X X"	“SEVENTH: That the authorized capital stock of the corporation is TWO HUNDRED MILLION (P 200,000,000.00) Pesos in lawful money of the Philippines, divided into ONE BILLION NINE HUNDRED MILLION (1,900,000,000) common shares of stock with a par value of TEN CENTAVOS (P0.10) each and ONE HUNDRED MILLION (100,000,000) preferred shares with a par value of TEN CENTAVOS (P0.10) each. X X X"

Rationale for the amendment(s)

Subject to the approval of the stockholders of the Corporation comprising at least 2/3 of the capital stock thereof, and to meet capital requirements of the Corporation and fund other legitimate business purposes, to reclassify/convert 100M common shares from out of the unissued ACS, to 100M preferred shares with no change in the par value. The proposed conversion seeks to tap viable capital resources without bringing on high debt/equity structures nor unduly diminishing existing stockholders' equity structure and appurtenant rights.

The timetable for the effectivity of the amendment(s)

Expected date of filing the amendments to the Articles of Incorporation with the SEC	TBA
Expected date of SEC approval of the Amended Articles of Incorporation	TBA

Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
The creation of Preferred Shares will provide needed funding for the Company's pipeline of projects, and attract good-quality investors. Thereby, the capital raised with provide impetus for the fruition of the Company's goals and objectives.
Other Relevant Information
Please see attachment.