Mr. Hugh Rogers reports

NEXCEL GIVES AN UPDATE TO PRIVATE PLACEMENT

Nexcel Metals Corp. has provided an update on its previously announced non-brokered private placement for aggregate gross proceeds of up to $3.5-million that will consist of the issuance of a combination of:

• Up to 1,190,476 flow-through (FT) units of the company at a price of 42 cents per FT unit for gross proceeds of up to $500,000;
• Up to 8,571,428 non-flow-through (NFT) units of the company at a price of 35 cents per NFT unit for gross proceeds of up to $3-million.

Further to the company's news release dated Nov. 7, 2025, the FT units and NFT units will also be offered pursuant to Section 3 (Exemption for distributions made with suitability advice) of British Columbia Securities Commission Instrument 45-536 and Section 4 (Exemption for sales to purchasers advised by Investment Dealers) of Alberta Securities Commission Rule 45-516, in addition to other exemptions, including the accredited investor exemption under Section 2.3 of National Instrument 45-106, Prospectus Exemptions.

The private placement is not subject to a minimum aggregate offering amount, and the company confirms that there is no material fact or material change related to the company that has not been generally disclosed.

Each FT unit shall consist of one flow-through common share of the company and one common share purchase warrant. Each FT unit warrant will entitle the holder thereof to purchase one non-flow-through common share of the company at an exercise price of 50 cents for a period of 24 months from the date of issuance.

Each NFT unit shall consist of one non-flow-through common share of the company and one common share purchase warrant. Each NFT unit warrant will entitle the holder thereof to purchase one non-flow-through common share of the company at an exercise price of 45 cents for a period of 24 months from the date of issuance.

Each FT unit share will qualify as a flow-through share within the meaning of the Income Tax Act (Canada). The gross proceeds from the sale of the FT units will be used to incur Canadian exploration expenses on any of the Lac Ducharme property, located in Quebec, and the Burnt Hill property, located in New Brunswick, which will qualify as flow-through mining expenditures, as those terms are defined in the tax act, and which the company intends to renounce to the subscribers of the FT units.

The: (i) sale of the maximum number of FT units and the HD units under the private placement, and the common shares of the company to be issued thereunder and issuable upon exercise of the FT unit warrants and the NFT unit warrants thereunder; and (ii) issuance of any securities of the company as finders' fees (as defined below), including any securities of the company issuable upon exercise thereof, will result in the issuance of more than 100 per cent of the current number of issued and outstanding common shares, which will require approval by shareholders of the company under Policy 4 of the Canadian Securities Exchange. In accordance with Section 4.6(1)(b) of Policy 4 of the CSE, the company has received approval by written consent of shareholders holding more than 50 per cent of the outstanding common shares as at Nov. 7, 2025.

The net proceeds from the sale of the NFT units will be used for additional exploration work on the company's properties, and for general and administrative expenses and working capital purposes.

The company may issue cash and/or securities as finders' fees in connection with the private placement in accordance with applicable securities laws and the policies of the CSE.

Closing of the private placement is anticipated to occur on or about Dec. 5, 2025, and is subject to customary conditions. All securities issued pursuant to and in connection with the private placement will be subject to a statutory hold period of four months and one day from the closing date.

About Nexcel Metals Corp.

Nexcel is a junior mining company engaged in the acquisition, exploration and development of mineral properties. The company is currently focused on the Lac Ducharme property, located in the province of Quebec, and the Burnt Hill property, located in the province of New Brunswick.

We seek Safe Harbor.