Mr. Hugh Rogers reports

NEXCEL AMENDS AGREEMENT FOR THE ACQUISITION OF AN ADDITIONAL 42% INTEREST IN THE BURNT HILL TUNGSTEN PROJECT

Nexcel Metals Corp., further to its news release dated Feb. 2, 2026, has entered into an amendment to the purchase agreement dated Jan. 30, 2026, with an arm's-length party, pursuant to which the company proposes to acquire from the vendor an additional 42-per-cent interest (for a total 71.58-per-cent property interest) in and to the Burnt Hill tungsten project, located in New Brunswick, Canada. The amendment revised: (i) the number of non-transferable share purchase warrants issuable to the vendor to 6.25 million; and (ii) the exercise price of the consideration warrants to 90 cents per common share of the company.

The company currently owns a 29.58-per-cent property interest and also has the option to earn up to an additional 28.42-per-cent property interest from Cadillac Ventures Inc., an arm's-length party, pursuant to its option agreement dated Oct. 3, 2025, with the optionor and the vendor.

Under the terms of the purchase agreement, as amended by the amendment, the company will acquire the 42-per-cent property interest in consideration for the issuance to the vendor of 3,931,094 common shares and 6.25 million consideration warrants, with each consideration warrant exercisable to acquire one common share at a price of 90 cents until the date that is three years following issuance. The consideration warrants are subject to a blocker term that prohibits exercise of the consideration warrants to the extent the vendor would as a result of any exercise hold more than 19.99 per cent of the issued common shares, unless the vendor receives disinterested shareholder approval in accordance with the policies of the Canadian Securities Exchange.

In addition to any resale restrictions or escrow arrangements required under the policies of the exchange:

• All securities issued pursuant to the acquisition and issuable upon exercise thereof will be subject to a four-month-and-one-day hold period.
• The consideration shares shall be subject to the following voluntary resale restrictions: (i) 15 per cent of the consideration shares shall be restricted until each of the dates that are six, 12, 14, 18, 24 and 30 months following the closing of the acquisition; and (ii) 10 per cent of the consideration shares shall not be restricted.

The closing of the acquisition is subject to the satisfaction of customary closing conditions, including, among other things, exchange approval of the acquisition. No finder's' fee will be payable to any party with respect to the acquisition.

Please see the company's news release dated Dec. 12, 2025, and the company's SEDAR+ profile for additional information on the Burnt Hill project, option agreement, purchase agreement and amendment agreement.

About Nexcel Metals Corp.

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

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