Cadillac sells 29.58% of Burnt Hill to Nexcel Metals

Executive Summary

• Cadillac Ventures Inc. transferred its initial 29.58 % interest in the Burnt Hill tungsten project to Nexcel Metals Corp. for $170,000 cash plus $330,000 of common shares (net of $52,495 work‑program costs).
• The transaction was executed via issuance of 355,775 Nexcel common shares at a deemed price of $0.78 per share, subject to hold and resale restrictions through 2028.
• An additional up‑to‑28.42 % interest (bringing Cadillac’s total to 58 %) can be earned by Nexcel upon payment of $250,000 cash and $600,000 in common shares; a joint venture will form once Nexcel reaches at least a 51 % stake, pending TSX‑V approval.

Key Details

• Consideration Received:
• Cash: $170,000

• Common Shares Issued: 355,775 (valued at $0.78 per share) – net of $52,495 work‑program costs, resulting in a gross equity component of $330,000.

• Option Agreement Terms:

• Initial transfer: 29.58 % interest to Nexcel Metals Corp. (optionee).
• Potential additional earn‑in: up to 28.42 %, for a combined 58 % Cadillac stake in the project.

• Additional consideration for full earn‑in: $250,000 cash + $600,000 in Nexcel common shares.

• Hold & Resale Restrictions:

• Hold period expires 9 April 2026.
• Voluntary resale restrictions on the issued shares: 15 % locked until each of the following dates – 3 Apr 2026, 3 Oct 2026, 3 Apr 2027, 3 Oct 2027, 3 Apr 2028, and 3 Oct 2028.

• Remaining 10 % not restricted beyond the statutory hold period.

• Future Joint Venture:

• Upon Nexcel attaining at least a 51 % interest, a joint venture will be established among Cadillac Ventures Inc., Nexcel Metals Corp., and Wyloo Ring of Fire Ltd. (current 42 % minority owner).

• Regulatory Condition:

• The agreement is subject to approval by the TSX Venture Exchange.