08:37:01 EST Tue 03 Mar 2026
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Nexco Resources Inc (2)
Symbol NXU
Shares Issued 35,862,666
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Nexco Resources applies for partial revocation of FFCTO

2026-03-02 19:37 ET - News Release

Subject: News Word Document

File: '\\swfile\EmailIn\20260302 162354 Attachment 26-03-02 NXU NR re Partial Revocation Order and Private Placement (Final).docx'

2

NEXCO RESOURCES INC.

#750 - 1095 West Pender Street

Vancouver, British Columbia V6E 2M6

Telephone: 778-938-3367

Trading Symbol: CSE: NXU

Nexco Resources Inc. Applies for Partial Revocation of Failure to File Cease Trade Order and Announces Proposed Private Placement

Vancouver, British Columbia, March 2, 2026 - Nexco Resources Inc. (the "Company" or "Nexco") announces that it has applied to the British Columbia Securities Commission (the "BCSC") for a partial revocation order (the "Partial Revocation Order") of the failure to file cease trade order (the "FFCTO") issued by the BCSC on January 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 August 31, 2024; interim financial report for the period ended November 30, 2024; management's discussion and analysis for the periods ended August 31, 2024 and November 30, 2024; and related CEO and CFO certifications.

Trading in the Company's common shares on the Canadian Securities Exchange (the "CSE") 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 20,000,000 common shares at a price of $0.01 per common share for aggregate gross proceeds of up to $200,000 (the "Private Placement").

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 acknowledgement 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 ("MI 61- 101"). 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% 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.

ON BEHALF OF THE BOARD

Zayn Kalyan, Chief Executive Officer

Telephone: 778-938-3367

Email: zayn@altuscapital.ca

About Nexco Resources Inc.

Nexco Resources Inc. is a Canadian mineral exploration company headquartered in Vancouver, British Columbia.

Forward Looking Statements

Certain statements in this press release constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different from the outlook or any future results, performance or achievements implied by such statements. In particular, this news release contains forward-looking information regarding the completion of the Private Placement, the use of proceeds of the Private Placement, the completion of the filings in default, the application and grant for the Partial Revocation Order and a full revocation of the FFCTO by the BCSC. These forward-looking statements involve numerous assumptions made by the Company based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. These assumptions include, but are not limited to: market demand for and market acceptance of the Private Placement; and the Private Placement and the Company's use of proceeds proceeding as intended. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will prove inaccurate, certain of which are beyond the Company's control. These risks and uncertainties include, but are not limited to, the risk that the Company is unable to raise sufficient proceeds under the Private Placement and the risk that the Company is not able to use the proceeds from the Private Placement as anticipated by management.

Readers should not place undue reliance on forward-looking statements. Except as required by law, the Company does not intend to revise or update these forward-looking statements after the date hereof or revise them to reflect the occurrence of future unanticipated events.

Neither the Canadian Securities Exchange nor its regulations services provider have reviewed or accept responsibility for the adequacy or accuracy of this release.

PDF Document

File: Attachment 26-03-02 NXU NR re Partial Revocation Order and Private Placement (Final).pdf

NEXCO RESOURCES INC. #750 1095 West Pender Street Vancouver, British Columbia V6E 2M6

Telephone: 778-938-3367

Trading Symbol: CSE: NXU

Nexco Resources Inc. Applies for Partial Revocation of Failure-to-File Cease Trade Order and Announces Proposed Private Placement

Vancouver, British Columbia, March 2, 2026 Nexco Resources Inc. (the "Company" or "Nexco") announces that it has applied to the British Columbia Securities Commission (the "BCSC") for a partial revocation order (the "Partial Revocation Order") of the failure-to-file cease trade order (the "FFCTO") issued by the BCSC on January 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 August 31, 2024; interim financial report for the period ended November 30, 2024; management's discussion and analysis for the periods ended August 31, 2024 and November 30, 2024; and related CEO and CFO certifications.

Trading in the Company's common shares on the Canadian Securities Exchange (the "CSE") 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 20,000,000 common shares at a price of $0.01 per common share for aggregate gross proceeds of up to $200,000 (the "Private Placement").

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 acknowledgement 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 ("MI 61- 101"). 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% 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.

ON BEHALF OF THE BOARD

2 Zayn Kalyan, Chief Executive Officer Telephone: 778-938-3367 Email: zayn@altuscapital.ca

About Nexco Resources Inc.

Nexco Resources Inc. is a Canadian mineral exploration company headquartered in Vancouver, British Columbia.

Forward-Looking Statements

Certain statements in this press release constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different from the outlook or any future results, performance or achievements implied by such statements. In particular, this news release contains forward-looking information regarding the completion of the Private Placement, the use of proceeds of the Private Placement, the completion of the filings in default, the application and grant for the Partial Revocation Order and a full revocation of the FFCTO by the BCSC. These forward-looking statements involve numerous assumptions made by the Company based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. These assumptions include, but are not limited to: market demand for and market acceptance of the Private Placement; and the Private Placement and the Company's use of proceeds proceeding as intended. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will prove inaccurate, certain of which are beyond the Company's control. These risks and uncertainties include, but are not limited to, the risk that the Company is unable to raise sufficient proceeds under the Private Placement and the risk that the Company is not able to use the proceeds from the Private Placement as anticipated by management.

Readers should not place undue reliance on forward-looking statements. Except as required by law, the Company does not intend to revise or update these forward-looking statements after the date hereof or revise them to reflect the occurrence of future unanticipated events.

Neither the Canadian Securities Exchange nor its regulations services provider have reviewed or accept responsibility for the adequacy or accuracy of this release.

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