EARLY WARNING PRESS RELEASE - WYLOO ANNOUNCES ACQUISITION OF COMMON SHARES AND WARRANTS OF NEXCEL

Executive Summary

• Wyloo Ring of Fire Ltd. announced the acquisition of 3,931,094 Nexcel Metals Corp. common shares and 6,250,000 non‑transferable purchase warrants.
• The transaction raises Wyloo’s ownership to approximately 28.7 % of Nexcel’s outstanding common shares (post‑exercise) and gives it control over a total of 71.58 % interest in the Burnt Hill Tungsten Project.
• Each warrant is exercisable at $0.90 per share until February 17, 2029, subject to a blocker term limiting Wyloo’s ultimate ownership to ≤19.99 % without shareholder approval.

Key Details

• Shares Acquired: 3,931,094 common shares of Nexcel Metals Corp.
• Warrants Issued: 6,250,000 non‑transferable Common Share purchase warrants.
• Exercise Price: $0.90 per share for each warrant.
• Warrant Expiration: February 17, 2029.
• Blocker Term: Warrants cannot be exercised if Wyloo’s post‑exercise ownership would exceed 19.99 % of Nexcel’s issued common shares without disinterested shareholder approval under CSE policies.
• Resulting Ownership (Post‑Exercise): Approximately 28.7 % of Nexcel’s outstanding common shares.
• Project Interest: Wyloo now controls a total of 71.58 % interest in the Burnt Hill Tungsten Project, New Brunswick, following an earlier purchase agreement dated January 30, 2026 (amended February 4, 2026).
• Purpose: Acquisition made in the ordinary course of business for investment purposes; Wyloo may later acquire or dispose of securities through market transactions, private agreements, treasury subscriptions, etc.
• Regulatory Filing: An early‑warning report will be filed by Wyloo under applicable securities laws and posted on Nexcel’s SEDAR+ profile.

Notable Quotes

(No executive quotes were included in the release.)