Nexcel Metals arranges $3.5-million private placement

Executive Summary

• Nexcel Metals Corp. announced a non‑brokered private placement to raise up to $3.5 million through the issuance of flow‑through and non‑flow‑through units.
• The placement consists of up to 1,190,476 flow‑through units @ $0.42 each and up to 8,571,428 non‑flow‑through units @ $0.35 each, each unit paired with a 24‑month common share purchase warrant.
• Proceeds will fund Canadian exploration expenses on the Lac Ducharme (QC) and Burnt Hill (NB) properties, as well as general & administrative costs; shareholder approval is required because issuance exceeds 100 % of current outstanding shares.

Key Details

• Units Offered
• Flow‑through units: up to 1,190,476 @ C$0.42 per unit
  • Each unit = 1 flow‑through common share + 1 warrant (right to purchase 1 non‑flow‑through share at $0.50 for 24 months)

• Non‑flow-through units: up to 8,571,428 @ C$0.35 per unit

  • Each unit = 1 non‑flow‑through common share + 1 warrant (right to purchase 1 non‑flow‑through share at $0.45 for 24 months)

• Gross Proceeds: Up to C$3.5 million (aggregate of both unit types).

• Use of Proceeds
• Flow‑through proceeds → Canadian exploration expenses on Lac Ducharme (QC) and Burnt Hill (NB); will be renounced to subscribers as flow‑through mining expenditures.

• Non‑flow-through proceeds → Additional exploration work, general & administrative expenses, and working capital.

• Share Dilution: Issuance of units and subsequent warrant exercises will result in >100 % of current outstanding common shares, triggering required shareholder approval under CSE Policy 4.

• Shareholder Approval: Company will seek written consent from shareholders holding >50 % of the outstanding shares as of Nov 7 2025.

• Closing Timeline: Anticipated closing on or about Dec 5 2025, subject to customary conditions.

• Statutory Hold Period: All securities issued are subject to a hold period of four months and one day from the closing date.

• Finder’s Fees: Company may issue cash and/or securities as finder’s fees in accordance with applicable laws and CSE policies.