Nexcel Gives an Update to Private Placement

Core Viewpoint - Nexcel Metals Corp. is conducting a non-brokered private placement to raise up to $3,500,000 through the issuance of flow-through (FT) and non-flow-through (NFT) units, aimed at funding exploration activities and general expenses [1][2]. Group 1: Private Placement Details - The private placement will consist of up to 1,190,476 FT Units priced at $0.42 each for gross proceeds of up to $500,000, and up to 8,571,428 NFT Units priced at $0.35 each for gross proceeds of up to $3,000,000 [9]. - Each FT Unit includes one flow-through common share and one warrant, allowing the purchase of a non-flow-through common share at $0.50 for 24 months [3]. - Each NFT Unit consists of one non-flow-through common share and one warrant, allowing the purchase of a non-flow-through common share at $0.45 for 24 months [4]. Group 2: Use of Proceeds - Gross proceeds from the FT Units will be allocated to Canadian exploration expenses on the Lac Ducharme Property in Quebec and the Burnt Hill Property in New Brunswick, qualifying as flow-through mining expenditures [5]. - Net proceeds from the NFT Units will be used for additional exploration work, general administrative expenses, and working capital [7]. Group 3: Regulatory and Approval Aspects - The private placement is not subject to a minimum aggregate offering amount, and there are no undisclosed material facts related to the company [2]. - The issuance of securities may exceed 100% of the current number of outstanding common shares, requiring shareholder approval, which has been obtained from shareholders holding over 50% of the outstanding shares as of November 7, 2025 [6]. Group 4: Closing and Hold Period - The closing of the private placement is anticipated around December 5, 2025, subject to customary conditions, with all securities issued being subject to a four-month and one-day statutory hold period from the closing date [8].