Nexcel Gives an Update to Private Placement
Executive Summary
- Nexcel Metals Corp. announced a non‑brokered private placement for up to $3,500,000 consisting of flow‑through (FT) and non‑flow‑through (NFT) units.
- The offering includes 1,190,476 FT Units at $0.42 each (up to $500,000) and 8,571,428 NFT Units at $0.35 each (up to $3,000,000).
- Proceeds will fund Canadian exploration expenses on the Lac Ducharme (QC) and Burnt Hill (NB) properties, as well as general & administrative working capital; FT proceeds will be renounced for tax flow‑through benefits.
Key Details
- Units Offered
- FT Units: Up to 1,190,476 units @ $0.42 per unit → max gross proceeds $500,000. Each FT Unit = 1 flow‑through common share + 1 warrant (exercise $0.50, 24‑month term).
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NFT Units: Up to 8,571,428 units @ $0.35 per unit → max gross proceeds $3,000,000. Each NFT Unit = 1 non‑flow‑through common share + 1 warrant (exercise $0.45, 24‑month term).
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Exemptions Utilized – Section 3 of BC Securities Commission Instrument 45‑536, Section 4 of Alberta Securities Commission Rule 45‑516, and accredited investor exemption under NI 45‑106.
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Use of Proceeds
- FT Unit proceeds → incur Canadian exploration expenses on Lac Ducharme (QC) & Burnt Hill (NB) properties; expenses to be renounced to FT Unit subscribers for tax flow‑through treatment.
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NFT Unit proceeds → additional exploration work on existing properties, plus general and administrative expenses and working capital.
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Share Dilution & Shareholder Approval – Issuance of the maximum number of units (including warrants exercised) would exceed 100 % of current outstanding common shares; required CSE Policy 4 shareholder approval was obtained via written consent from shareholders holding >50 % as of Nov 7, 2025.
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Finder’s Fees – Company may issue cash and/or securities as finder’s fees in connection with the placement, subject to applicable laws and CSE policies.
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Closing & Hold Period – Anticipated closing on or about December 5, 2025, subject to customary conditions; all securities subject to a statutory hold period of four months and one day from the closing date.
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U.S. Offering Disclaimer – Securities not registered under U.S. federal or state law; no offer or solicitation in the United States.
Notable Quotes
“The private placement provides us with essential capital to advance exploration on our key Quebec and New Brunswick assets while delivering tax‑efficient financing for our shareholders.” – Hugh Rogers, CEO