Nexcel Amends Agreement for the Acquisition of an Additional 42% Interest in the Burnt Hill Tungsten Project

Executive Summary

• Nexcel Metals Corp. amended its January 30, 2026 Purchase Agreement to acquire an additional 42% interest in the Burnt Hill Tungsten Project, raising its total ownership to 71.58%.
• The acquisition will be funded by issuing 3,931,094 common shares and 6,250,000 non‑transferable warrants (exercise price $0.90) to the Vendor, with hold periods and resale restrictions attached.
• Closing is subject to customary conditions, including Canadian Securities Exchange approval; no finders’ fee will be payable.

Key Details

• Amendment Scope: Increases Nexcel’s stake in Burnt Hill Project from 29.58% to 71.58% (additional 42%).
• Consideration Shares: 3,931,094 common shares issued to Vendor.
• Warrants: 6,250,000 non‑transferable warrants, each exercisable at $0.90 per share for three years from issuance.
• Blocker Term: Warrants cannot be exercised if Vendor would hold >19.99% of outstanding shares without disinterested shareholder approval per CSE policy.
• Hold Periods: All securities issued are subject to a 4‑month + 1‑day lock‑up; Consideration Shares have additional voluntary resale restrictions (15% restricted at 6, 12, 14, 18, 24, 30 months post‑closing; remaining 10% unrestricted).
• Closing Conditions: Subject to customary conditions, including Exchange approval; no finders’ fee payable.
• Related Agreements: References prior news release (Feb 2, 2026) and Option Agreement dated Oct 3, 2025 that allows Nexcel to earn up to an additional 28.42% interest from Cadillac Ventures Inc.

Notable Quotes

“On behalf of the Board of Directors” – Hugh Rogers, CEO

All boilerplate, forward‑looking statements and contact information have been omitted for brevity.