Nexcel Announces the Acquisition of an Additional 42% Interest in the Burnt Hill Tungsten Project

Executive Summary

• Nexcel Metals Corp. entered into a Purchase Agreement to acquire an additional 42% interest in the Burnt Hill Tungsten Project, bringing its total ownership to 71.58%.
• Consideration will be paid with 3,931,094 newly issued common shares and 5,000,000 non‑transferable warrants exercisable at $0.70 per share (subject to a 19.99% ownership blocker).
• The transaction is subject to customary closing conditions, including Canadian Securities Exchange approval, and includes hold periods and resale restrictions on the issued securities.

Key Details

• Current Ownership: 29.58% of Burnt Hill Project.
• Target Ownership Post‑Closing: 71.58% (additional 42%).
• Consideration Shares: 3,931,094 common shares to be issued to the Vendor.
• Warrants Issued: 5,000,000 non‑transferable warrants; each warrant allows purchase of one common share at $0.70.
• Blocker Provision: Warrants cannot be exercised if resulting ownership would exceed 19.99% of outstanding shares without disinterested shareholder approval per CSE policy.
• Hold Periods: All securities issued in the acquisition are subject to a 4‑month + 1‑day hold period.
• Resale Restrictions on Consideration Shares:
• 15% of the shares restricted until each of the dates 6, 12, 18, 24 and 30 months after closing.
• Remaining 10% unrestricted.
• Closing Conditions: Subject to customary conditions, including approval by the Canadian Securities Exchange; no finder's fee will be payable.
• Related Prior Disclosure: Reference to Company news release dated December 12 2025 for background on Burnt Hill Project and existing option agreement.

Notable Quotes

“We are pleased to advance our ownership in the Burnt Hill Tungsten Project, positioning Nexcel Metals for accelerated exploration and development of this high‑potential asset.” – Hugh Rogers, CEO

All forward‑looking statements are subject to risks and uncertainties detailed in the release.