Nexcel Metals closes $3.54-million private placement

Executive Summary

• Nexcel Metals Corp. has closed an oversubscribed non-brokered private placement raising aggregate gross proceeds of $3,549,800.
• The financing consists of 1.19 million flow-through units and 8,714,285 non-flow-through units, with proceeds allocated to Canadian exploration expenses on the Lac Ducharme and Burnt Hill properties, as well as general corporate purposes.
• The transaction resulted in the issuance of more than 100% of the company's current outstanding shares, requiring and receiving shareholder approval via written consent.

Key Details

• Total Gross Proceeds: $3,549,800.
• Flow-Through Units:
  • Quantity: 1,190,000 units.
  • Price: $0.42 per unit.
  • Gross Proceeds: $499,800.
  • Composition: One flow-through common share and one transferable common share purchase warrant.
  • Warrant Terms: Exercisable at $0.50 per share until Dec. 4, 2027.
  • Use of Proceeds: To incur Canadian exploration expenses on the Lac Ducharme property (Quebec) and Burnt Hill property (New Brunswick), qualifying as flow-through mining expenditures to be renounced to subscribers.
• Non-Flow-Through Units:
  • Quantity: 8,714,285 units.
  • Price: $0.35 per unit.
  • Gross Proceeds: $3,050,000.
  • Composition: One non-flow-through common share and one transferable common share purchase warrant.
  • Warrant Terms: Exercisable at $0.45 per share until Dec. 4, 2027.
  • Use of Proceeds: Additional exploration work on company properties, general and administrative expenses, and working capital.
• Shareholder Approval:
  • The issuance resulted in more than 100% of the current issued and outstanding common shares.
  • Approval was obtained via written consent of shareholders holding more than 50% of outstanding common shares as at Nov. 7, 2025, in accordance with CSE Policy 4.
• Finder’s Fees:
  • Total Cash Paid: $230,276.
  • Total Warrants Issued: 641,272 non-transferable common share purchase warrants (exercisable until Dec. 4, 2027).
  • Warrant Breakdown:
    • 161,000 warrants at $0.35 exercise price.
    • 396,972 warrants at $0.45 exercise price.
    • 16,800 warrants at $0.50 exercise price.
    • 66,500 warrants at $0.42 exercise price.
• Hold Period: Securities are subject to a hold period expiring on April 5, 2026.
• Corporate Governance Update:
  • Board approved the adoption of a 20% rolling restricted share unit (RSU) plan.
  • This is in addition to the existing 10% rolling stock option plan.
  • RSU plan and grants remain subject to approval by disinterested shareholders at the next annual general meeting.

Notable Quotes

• None provided in the text.