Nexcel Metals expects to close $3.5M financing Dec. 5

Executive Summary

• Nexcel Metals Corp. provided an update on its previously announced non-brokered private placement, confirming the structure of flow-through (FT) and non-flow-through (NFT) units.
• The company secured shareholder approval via written consent for the issuance of securities that would otherwise exceed 100% of the current issued and outstanding common shares, as required by Canadian Securities Exchange Policy 4.
• The private placement targets aggregate gross proceeds of up to $3.5 million, with closing anticipated on or about December 5, 2025.

Key Details

• Total Gross Proceeds: Up to $3.5 million.
• Flow-Through (FT) Units:
  • Quantity: Up to 1,190,476 units.
  • Price: 42 cents per FT unit.
  • Gross Proceeds: Up to $500,000.
  • Composition: One flow-through common share and one common share purchase warrant per unit.
  • Warrant Terms: Entitles holder to purchase one non-flow-through common share at an exercise price of 50 cents for a period of 24 months from issuance.
  • 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 (NFT) Units:
  • Quantity: Up to 8,571,428 units.
  • Price: 35 cents per NFT unit.
  • Gross Proceeds: Up to $3 million.
  • Composition: One non-flow-through common share and one common share purchase warrant per unit.
  • Warrant Terms: Entitles holder to purchase one non-flow-through common share at an exercise price of 45 cents for a period of 24 months from issuance.
  • Use of Proceeds: Additional exploration work on company properties, general and administrative expenses, and working capital.
• Regulatory Approvals:
  • Offered pursuant to BC Securities Commission Instrument 45-536 (Section 3) and Alberta Securities Commission Rule 45-516 (Section 4), in addition to the accredited investor exemption under National Instrument 45-106.
  • Shareholder approval obtained via written consent from shareholders holding more than 50% of outstanding common shares as at Nov. 7, 2025, satisfying CSE Policy 4 requirements for issuances exceeding 100% of current shares.
• Closing and Conditions:
  • Anticipated closing date: On or about Dec. 5, 2025.
  • Subject to customary conditions.
  • No minimum aggregate offering amount.
  • Statutory hold period: Four months and one day from the closing date.
• Finders' Fees: The company may issue cash and/or securities as finders' fees in connection with the placement.

Notable Quotes

• "The company confirms that there is no material fact or material change related to the company that has not been generally disclosed."