Nexcel acquires additional 42% in Burnt Hill project

Executive Summary

• Nexcel Metals Corp. has acquired an additional 42% interest in the Burnt Hill tungsten project in New Brunswick, Canada, bringing its total ownership to 71.58%.
• The acquisition was made from Wyloo Ring of Fire Ltd. via the issuance of 3,931,094 common shares and 6.25 million non-transferrable warrants.
• The company retains an option to earn the remaining 28.42% interest from Cadillac Ventures Inc.

Key Details

• Transaction Structure: Nexcel acquired a 42% interest in the Burnt Hill tungsten project from Wyloo Ring of Fire Ltd. (an arm's-length party).
• Total Interest: Nexcel now holds a 71.58% property interest in Burnt Hill.
• Consideration:
  • Shares: 3,931,094 common shares of Nexcel issued to the vendor.
  • Warrants: 6.25 million non-transferrable common share purchase warrants.
  • Warrant Exercise Price: $0.90 per share.
  • Warrant Expiry: February 17, 2029.
  • Blocker Term: Warrants cannot be exercised if the vendor would hold more than 19.99% of issued common shares, unless disinterested shareholder approval is obtained.
• Hold Periods & Restrictions:
  • All securities issued and issuable upon exercise are subject to a four-month-and-one-day hold period.
  • Voluntary Resale Restrictions on Shares:
    • 15% of consideration shares are restricted until dates falling 6, 12, 18, 24, and 30 months post-closing.
    • 10% of consideration shares are not restricted.
• Remaining Interest: Nexcel has the option to earn the remaining 28.42% interest from Cadillac Ventures Inc. under an option agreement dated October 3, 2025.
• Burnt Hill Project Resource Data (NI 43-101):
  • Location: Central New Brunswick, Canada.
  • Size: Approximately 1,540 hectares.
  • Indicated Resource: 1,761,000 tonnes averaging 0.292% WO3, 0.007% MoS2, and 0.008% SnO2.
  • Inferred Resource: 1.52 million tonnes averaging 0.263% WO3, 0.008% MoS2, and 0.005% SnO2.
  • Other Mineralization: Several other areas of identified tin, tungsten, and molybdenum mineralization exist within the property boundary but are not yet at the resource stage.
• Investor Relations Update: Nexcel clarified a three-month engagement with Investor Insights Systems Inc., compensating them $250,000 USD with an option to increase the budget to $500,000 USD.

Notable Quotes

• "Nexcel is pleased to have a globally recognized critical minerals investor as a major shareholder of the company." (Referring to Wyloo)