Mr. Zayn Kalyan reports

NEXCO RESOURCES INC. APPLIES FOR PARTIAL REVOCATION OF FAILURE TO FILE CEASE TRADE ORDER AND ANNOUNCES PROPOSED PRIVATE PLACEMENT

Nexco Resources Inc. has applied to the British Columbia Securities Commission for a partial revocation order of the failure-to-file cease trade order issued by the BCSC on Jan. 2, 2025. The company further announces a proposed non-brokered private placement financing, subject to receipt of the partial revocation order and applicable regulatory approvals.

Failure-to-file cease trade order

The FFCTO was issued as a result of the company's failure to file certain continuous disclosure documents, including: audited annual financial statements for the year ended Aug. 31, 2024; interim financial report for the period ended Nov. 30, 2024; management discussion and analysis for the periods ended Aug. 31, 2024, and Nov. 30, 2024; and related chief executive officer and chief financial officer certifications.

Trading in the company's common shares on the Canadian Securities Exchange remains halted as a result of the FFCTO.

Application for partial revocation order

The company has applied for the partial revocation order pursuant to National Policy 11 207, Failure to File Cease Trade Orders and Revocations in Multiple Jurisdictions, in order to permit the completion of the private placement (as defined herein).

If granted, the partial revocation order will allow the company to complete the private placement for the purpose of raising funds to prepare and file all outstanding financial statements and related continuous disclosure documents and to apply for a full revocation of the FFCTO.

The partial revocation order, if granted, would permit only the completion of the private placement and would not constitute a full revocation of the FFCTO. Trading in the company's securities would remain prohibited until a full revocation is obtained. There can be no assurance that the partial revocation order will be granted on the terms proposed, or at all.

Proposed private placement

Subject to receipt of the partial revocation order and applicable regulatory approvals, the company proposes to complete a non-brokered private placement of up to 20 million common shares at a price of one cent per common share for aggregate gross proceeds of up to $200,000.

The company expects the private placement to be conducted in British Columbia, Alberta and Ontario and potentially in other Canadian jurisdictions, pursuant to available prospectus exemptions, including the accredited investor and family, friends and business associates exemptions, under National Instrument 45-106, Prospectus Exemptions, as applicable.

Prior to completion of the private placement, each participant will receive a copy of the FFCTO and the partial revocation order and will be required to provide an acknowledgment to the company that all of the company's securities, including the common shares issued in connection with the private placement, will remain subject to the FFCTO until such order is fully revoked and that the granting of the partial revocation order does not guarantee the issuance of a full revocation order in the future.

Closing of the private placement will be subject to acceptance by the CSE and other customary closing conditions. In addition to the FFCTO, securities issued under the private placement will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws.

There can be no assurances that the private placement will be completed on the terms set out herein, or at all, or that the proceeds of the private placement will be sufficient for the purposes of the company.

The company expects that its directors, officers, principal shareholders and control persons will remain the same following completion of the private placement. Certain insiders of the company may acquire common shares pursuant to the private placement. Any participation by insiders in the private placement would constitute a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. However, the company expects such participation would be exempt from the formal valuation and minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the common shares subscribed for by the insiders nor the consideration for the common shares paid by such insiders would exceed 25 per cent of the company's market capitalization.

The gross proceeds from the private placement are expected to be used to address the company's outstanding continuous disclosure deficiencies and related costs, including audit fees, accounting fees, legal and regulatory filing fees, general and administrative expenses, and working capital. None of the proceeds are expected to be used to pay related parties or insiders of the company.

About Nexco Resources Inc.

Nexco Resources is a Canadian mineral exploration company headquartered in Vancouver, B.C.

We seek Safe Harbor.