Nexcel Acquires an Additional 42% Interest in the Burnt Hill Tungsten Project

Executive Summary

• Nexcel Metals Corp. acquired an additional 42% interest in the Burnt Hill Tungsten Project, bringing its total ownership to 71.58%.
• Consideration consisted of 3,931,094 common shares and 6,250,000 non‑transferable common share purchase warrants (exercise price $0.90, expiry Feb 17 2029) issued to Wyloo Ring of Fire Ltd.
• The acquisition is subject to hold periods and extended resale restrictions; no finder's fees were paid.

Key Details

• Acquisition Structure: 42% Property Interest purchased from Wyloo Ring of Fire Ltd. under the Purchase Agreement dated Jan 30 2026 (amended Feb 4 2026).
• Consideration – Shares: 3,931,094 Nexcel common shares issued to Vendor.
• Consideration – Warrants: 6,250,000 non‑transferable warrants, each exercisable for one common share at $0.90 until 17 Feb 2029; subject to a blocker term limiting Vendor’s ownership to ≤19.99% without shareholder approval.
• Hold Periods: All securities issued are subject to a four‑month + one‑day hold period per securities laws and Exchange policies.
• Extended Resale Restrictions (Extended Hold):
• 15% of the consideration shares restricted until each of the dates that are 6, 12, 18, 24 and 30 months post‑closing.
• Remaining 10% of the consideration shares unrestricted.
• No Finder’s Fees: The transaction was completed without any finder’s fee payments.
• Option to Earn Remaining Interest: Nexcel retains an option (per Oct 3 2025 Option Agreement) to earn the remaining 28.42% interest from Cadillac Ventures Inc., subject to terms outlined in a Dec 12 2025 release.
• Project Overview – Burnt Hill Tungsten Project:
• Approx. 1,540 ha property in central New Brunswick.
• NI 43‑101 indicated resource: 1,761,000 t (open pit & underground) at 0.292% WO₃, 0.007% MoS₂, 0.008% SnO₂.
• Inferred resource: 1,520,000 t at 0.263% WO₃, 0.008% MoS₂, 0.005% SnO₂.
• Contained metal (indicated): 8.99 M lb W, 162.91 k lb Mo, 244.64 k lb Sn; (inferred) 6.99 M lb W, 160.7 k lb Mo, 131.98 k lb Sn.
• Investor Relations Engagement: Clarification of a three‑month engagement with Investor Insights Systems Inc.; compensation USD 250,000 with optional increase to USD 500,000.

Notable Quotes

• “Nexcel is pleased to have a globally recognized critical minerals investor as a major shareholder of the Company.” – Hugh Rogers, CEO

Materiality Assessment: Material – Positive (significant increase in ownership of a tungsten‑molybdenum‑tin project and issuance of equity‑based consideration).