Nexcel Metals to bring Burnt Hill interest to 71.58%

Executive Summary

• Nexcel Metals Corp. has entered into a purchase agreement to acquire an additional 42% interest in the Burnt Hill tungsten project in New Brunswick, increasing its total ownership from 29.58% to 71.58%.
• The acquisition consideration consists of 3,931,094 common shares and 5,000,000 non-transferable common share purchase warrants.
• The transaction is subject to customary closing conditions, including exchange approval, with no finders' fees payable.

Key Details

• Transaction Structure: Acquisition of an additional 42% interest in the Burnt Hill tungsten project.
• Ownership Change: Interest increases from 29.58% to a total of 71.58%.
• Consideration:
  • Shares: 3,931,094 common shares issued to the vendor.
  • Warrants: 5,000,000 non-transferable common share purchase warrants.
  • Warrant Exercise Price: $0.70 per share.
  • Warrant Term: Exercisable until three years following issuance.
  • Warrant Blocker: Exercise is prohibited if the vendor would hold more than 19.99% of issued common shares, unless disinterested shareholder approval is obtained.
• Resale Restrictions:
  • Hold Period: All securities issued and issuable upon exercise are subject to a four-month-and-one-day hold period.
  • Voluntary Restrictions on Consideration Shares:
    • 15% restricted until 6, 12, 18, 24, and 30 months post-closing.
    • 10% not restricted.
• Counterparties: Vendor is an arm's-length party; option agreement with Cadillac Ventures Inc. dated Oct. 3, 2025, allows for earning an additional 28.42% interest.
• Conditions: Closing is subject to customary conditions, including Canadian Securities Exchange approval.
• Fees: No finders' fees payable.

Notable Quotes

• None provided in the text.