Mr. Hugh Rogers reports

NEXCEL ANNOUNCES FLOW-THROUGH AND NON-FLOW THROUGH UNIT PRIVATE PLACEMENT

Nexcel Metals Corp. has arranged a 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 units of the company at a price of 42 cents per flow-through unit;
• Up to 8,571,428 non-flow-through units of the company at a price of 35 cents per non-flow-through unit.

Each flow-through unit shall consist of one flow-through common share of the company and one 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 for a period of 24 months from the date of issuance.

Each non-flow-through unit shall consist of one non-flow-through common share of the company and one 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 for a period of 24 months from the date of issuance.

Each flow-through 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 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 sale of the maximum number of flow-through units and the hard-dollar units under the private placement, and the common shares of the company to be issued thereunder and issuable upon exercise of the flow-through unit warrants and the non-flow-through unit warrants thereunder, 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 will be seeking approval of shareholders holding more than 50 per cent of the outstanding common shares as at Nov. 7, 2025, by written consent.

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.

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.