Nexcel Announces Flow-Through and Non-Flow Through Unit Private Placement

Executive Summary

• Nexcel Metals Corp. announced a non‑brokered private placement to raise up to $3,500,000 in gross proceeds.
• The offering consists of 1,190,476 flow‑through units at $0.42 each and 8,571,428 non‑flow‑through units at $0.35 each, each unit paired with a 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 needs; FT Unit proceeds are earmarked for flow‑through mining expenditures.

Key Details

• Units Offered
• Up to 1,190,476 Flow‑Through (FT) Units @ $0.42 per unit → $500,000 gross potential.
  • Each FT Unit = 1 flow‑through common share + 1 warrant to purchase 1 non‑flow‑through common share at $0.50 (24‑month term).

• Up to 8,571,428 Non‑Flow‑Through (NFT) Units @ $0.35 per unit → $3,000,000 gross potential.

  • Each NFT Unit = 1 non‑flow‑through common share + 1 warrant to purchase 1 non‑flow‑through common share at $0.45 (24‑month term).

• Use of Proceeds

• FT Unit proceeds: Canadian exploration expenses on Lac Ducharme (QC) and Burnt Hill (NB); will be renounced to unit subscribers as flow‑through mining expenditures.

• NFT Unit proceeds: Additional exploration work on existing properties plus general & administrative expenses and working capital.

• Share Dilution

• Full issuance of maximum units and subsequent warrant exercises would result in >100 % increase in the current number of issued and outstanding common shares, requiring shareholder approval under CSE Policy 4.

• Shareholder Approval

• Company will seek written consent from shareholders holding >50 % of outstanding common shares by November 7 2025 (per CSE Section 4.6(1)(b)).

• Closing & Hold Period

• Anticipated closing date: on or about December 5 2025, subject to customary conditions.

• All securities will be subject to a statutory hold period of four months and one day from the closing date.

• Finder’s Fees

• Company may pay cash and/or securities as finder's fees in accordance with applicable laws and CSE policies.

• Regulatory Notices

• Securities are not registered under U.S. federal or state securities laws; cannot be offered/sold in the United States absent exemption or registration.

Notable Quotes

“We are pleased to provide our shareholders and investors with this financing opportunity, which will enable us to advance exploration on our key Quebec and New Brunswick projects while preserving flexibility for future growth,” – Hugh Rogers, CEO.