Nexcel Metals amends Burnt Hill property agreement

Executive Summary

• Nexcel Metals Corp. has amended its purchase agreement to acquire an additional 42% interest in the Burnt Hill tungsten project in New Brunswick, bringing its total ownership to 71.58%.
• The amendment modifies the consideration structure, increasing the number of non-transferable share purchase warrants to 6.25 million and setting the exercise price at $0.90 per common share.
• The acquisition involves the issuance of 3,931,094 common shares and 6.25 million warrants, subject to specific hold periods, voluntary resale restrictions, and a 19.99% blocker term for the vendor.

Key Details

• Transaction Structure: Amendment to the purchase agreement dated Jan. 30, 2026, with an arm's-length vendor.
• Asset Acquired: Additional 42% interest in the Burnt Hill tungsten project, New Brunswick, Canada.
• Total Ownership: Nexcel now holds a 71.58% property interest (previously 29.58%).
• Consideration:
  • Shares: 3,931,094 common shares issued to the vendor.
  • Warrants: 6.25 million non-transferable consideration warrants.
  • Warrant Exercise Price: $0.90 per common share.
  • Warrant Term: Exercisable until three years following issuance.
• Vendor Restrictions:
  • 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 per Canadian Securities Exchange policies.
  • Hold Period: 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 restricted until 6, 12, 14, 18, 24, and 30 months post-closing.
    • 10% of consideration shares are unrestricted.
• Closing Conditions: Subject to customary conditions, including exchange approval.
• Fees: No finder's fee payable.
• Context: Nexcel also holds an option to earn an additional 28.42% interest from Cadillac Ventures Inc. under a separate agreement dated Oct. 3, 2025.