Nexcel acquires additional 42% in Burnt Hill project

Mr. Hugh Rogers reports NEXCEL ACQUIRES AN ADDITIONAL 42% INTEREST IN THE BURNT HILL TUNGSTEN PROJECT Further to Nexcel Metals Corp.'s news releases dated Feb. 2, 2026, and Feb. 5, 2026, the company has acquired an additional 42-per-cent interest (for a total 71.58-per-cent property interest) in and to the Burnt Hill tungsten project located in New Brunswick, Canada, pursuant to the purchase agreement dated Jan. 30, 2026, as amended on Feb. 4, 2026, with Wyloo Ring of Fire Ltd. (the vendor), an arm's-length party. Under the terms of the purchase agreement, the company acquired the 42-per-cent property interest in consideration for the issuance to the vendor of 3,931,094 common shares of the company and 6.25 million non-transferrable common share purchase warrants, with each consideration warrant exercisable to acquire one common share at a price of 90 cents until Feb. 17, 2029. The consideration warrants are subject to a blocker term that prohibits exercise of the consideration warrants to the extent the vendor would as a result of any exercise hold more than 19.99 per cent of the issued common shares, unless the vendor receives disinterested shareholder approval in accordance with the policies of the Canadian Securities Exchange. All securities issued pursuant to the acquisition and issuable upon exercise thereof will be subject to a four-month-and-one-day hold period pursuant to applicable securities laws and the policies of the exchange. The consideration shares will also be subject to the following voluntary resale restrictions, which restrictions constitute an extended hold under the policies of the exchange: (i) 15 per cent of the consideration shares shall be restricted until each of the dates that are six, 12, 18, 24 and 30 months following the closing of the acquisition, and (ii) 10 per cent of the consideration shares shall not be restricted. No finders' fees were paid with respect to the acquisition. The company currently holds a 71.58-per-cent property interest and has the option to earn up to the remaining 28.42-per-cent property interest from Cadillac Ventures Inc. (the optionor), an arm's-length party, pursuant to its option agreement dated Oct. 3, 2025, with the optionor and the vendor. Please see the company's news release dated Dec. 12, 2025, for additional information on the option agreement. About Wyloo Ring of Ring Ltd. Wyloo delivers critical energy transition minerals and manages a diverse portfolio of strategic investments in several public and private companies. Through its subsidiary, Wyloo Ring of Fire, Wyloo's integrated nickel business includes the world-class Eagle's Nest project in the Ring of Fire region of Northern Ontario, as well as two nickel mines in Kambalda, Western Australia. Across its mines and development projects, Wyloo is working to deliver sustainable production of green critical minerals in partnership with first nation communities. Nexcel is pleased to have a globally recognized critical minerals investor as a major shareholder of the company. The Burnt Hill tungsten project The Burnt Hill tungsten/molybdenum property covers approximately 1,540 hectares in central New Brunswick and hosts a National Instrument 43-101 indicated resource of 1,761,000 tonnes within an open pit and underground averaging 0.292 per cent WO3, 0.007 per cent MoS2 and 0.008 per cent SnO2, along with a further 1.52 million inferred tonnes averaging 0.263 per cent WO3, 0.008 per cent MoS2 and 0.005 per cent SnO2, as presented in the attached table. Also presented, extracted from the 2013 resource report, is a statement of contained metal. In addition to the deposit area of the property, there are several other areas of identified tin, tungsten and molybdenum mineralization within the property boundary not yet at the resource stage. The contained metal represented by this resource statement after converting the metal compound to contained metal equivalents for the respective metal compounds is as shown in the attached table. Qualified person Francis Newton, PGeo, a consultant of the company and a qualified person as defined in National Instrument 43-101 -- Standards of Disclosure for Mineral Projects, has reviewed, verified and approved the scientific and technical information contained in this news release. Mr. Newton is not independent of the company. Investor relations Further to the company's news release dated Feb. 13, 2026, the company wishes to clarify the three-month engagement with Investor Insights Systems Inc. Under the terms of the agreement, the company will compensate Investor Insights $250,000 (U.S.), with an option to increase the advertising budget up to $500,000 (U.S.) during the engagement. The engagement will expire at either the end of the relevant time period or when the budget is fully spent. About Nexcel Metals Corp Nexcel Metals is a junior mining company engaged in the acquisition, exploration and development of mineral properties. The company is currently focused on the Lac Ducharme project located in the province of Quebec and the Burnt Hill project located in the province of New Brunswick. We seek Safe Harbor.