Mr. Hugh Rogers reports

NEXCEL CLOSES OVERSUBSCRIBED $3.55 MILLION PRIVATE PLACEMENT

Further to its news releases dated Nov. 7, 2025, and Nov. 21, 2025, Nexcel Metals Corp. has closed its non-brokered private placement for aggregate gross proceeds of $3,549,800 that consists of the issuance of a combination of:

• 1.19 million flow-through units of the company at a price of 42 cents per flow-through unit for gross proceeds of $499,800;
• 8,714,285 non-flow-through units of the company at a price of 35 cents per non-flow-through unit for gross proceeds of $3.05-million.

Each flow-through unit consists of one flow-through common share of the company and one transferable common share purchase warrant. Each flow-through 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 until Dec. 4, 2027.

Each non-flow-through unit consists of one non-flow-through common share of the company and one transferable common share purchase warrant. Each non-flow-through 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 until Dec. 4, 2027.

Each flow-through unit share will qualify as a flow-through share within the meaning of the Income Tax Act (Canada). An amount equal to the gross proceeds from the sale of the flow-through 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 flow-through units.

The securities issued pursuant to and in connection with the private placement, including any securities of the company issuable upon exercise thereof, resulted in the issuance of more than 100 per cent of the current number of issued and outstanding common shares of the company, which required 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 received approval by written consent of shareholders holding more than 50 per cent of the outstanding common shares of the company as at Nov. 7, 2025.

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

In connection with the private placement, the company paid an aggregate of $230,276 in cash and issued an aggregate of 641,272 non-transferable common share purchase warrants exercisable until Dec. 4, 2027, in finders' fees, of which: (i) 161,000 finder warrants have an exercise price of 35 cents; (ii) 396,972 finder warrants have an exercise price of 45 cents; (iii) 16,800 finder warrants have an exercise price of 50 cents; (iv) 66,500 finder warrants have an exercise price of 42 cents.

The securities issued pursuant to and in connection with the private placement are subject to a hold period expiring on April 5, 2026.

In addition, the board of directors of the company approved the adoption by the company of a 20-per-cent rolling restricted share unit plan, in addition to the existing 10-per-cent rolling stock option plan. The RSU plan and any grants thereunder remain subject to the approval by the disinterested shareholders at the next annual general meeting of the shareholders.

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.