Nexcel earns 29.58% interest in Burnt Hill project

Executive Summary

• Nexcel Metals Corp. has earned an initial 29.58% interest in the Burnt Hill tungsten project in New Brunswick, Canada, pursuant to an option agreement with Cadillac Ventures Inc. and a minority owner.
• The initial interest was acquired through a combination of cash payments and the issuance of common shares, with additional earn-in opportunities available to increase the stake to 58%.
• The transaction involves specific share issuances to the optionor and a third-party assignee, subject to hold periods and voluntary resale restrictions.

Key Details

• Interest Earned: Initial 29.58% property interest in the Burnt Hill tungsten project.
• Counterparties: Cadillac Ventures Inc. (holding 28.42% interest) and the owner of the remaining 42% interest.
• Consideration for Initial Interest:
  • Cash: Aggregate payment of $170,000.
  • Shares: Issuance of 355,775 common shares to the optionor.
  • Share Valuation: Deemed price of $0.78 per common share.
  • Share Value Calculation: $330,000 less $52,495 (costs of summer work program) = $277,505 net value attributed to shares (Note: Text states "$330,000 (less... $52,495) in common shares... satisfied by issuance of 355,775... at 78 cents").
• Future Earn-In Rights:
  • Nexcel may earn an additional 28.42% interest (totaling 58%) by paying $250,000 in cash and issuing $600,000 worth of common shares.
  • Upon reaching at least 51% interest, a joint venture will be formed among Nexcel, the optionor, and the minority owner.
• Assignment to Third Party:
  • Nexcel issued 1,000,000 common shares to Northex Capital Partners Inc. for the assignment of options underlying the agreement.
• Share Restrictions:
  • Hold Period: The 355,775 shares issued to the optionor and 1,000,000 shares issued to Northex are subject to a hold period expiring April 9, 2026.
  • Voluntary Resale Restrictions:
    • 15% of shares issued under the option agreement are restricted until specific dates: April 3, 2026; Oct. 3, 2026; April 3, 2027; Oct. 3, 2027; April 3, 2028; and Oct. 3, 2028.
    • 10% of the shares are not restricted.
• Project Details (Historical MRE):
  • Location: Central New Brunswick, covering ~1,540 hectares.
  • Historical Resource Estimate (Not Current):
    • Measured/Indicated: 1,761,000 tonnes averaging 0.292% WO3, 0.007% MoS2, and 0.008% SnO2.
    • Inferred: 1.52 million tonnes averaging 0.263% WO3, 0.008% MoS2, and 0.005% SnO2.
  • Strategic Context: Tungsten is designated a critical mineral by Canadian and US governments due to its use in aerospace, defense, and high-tech applications.
• Qualified Person: Francis Newton, PGeo, reviewed the technical information. He is a consultant to the company and not independent.