Vancouver, British Columbia–(Newsfile Corp.) – Nexcel Metals Corp. (NEXX) has officially declared a private placement initiative aiming to raise a total of up to $3,500,000. This fundraising will involve the issuance of both flow-through units (referred to as “FT Units”) and non-flow-through units (termed “NFT Units”). Specifically, the plan includes the sale of up to 1,190,476 FT Units priced at $0.42 each, alongside a maximum of 8,571,428 NFT Units available for $0.35 each.
### Details of the Units Offered
Each FT Unit will comprise one flow-through common share and a warrant, allowing the holder to purchase one non-flow-through common share at an exercise price of $0.50, valid for 24 months post-issuance. Conversely, each NFT Unit will consist of one non-flow-through common share and a warrant, enabling the purchase of another non-flow-through common share at $0.45 within the same 24-month time frame. Notably, the shares included in the FT Units are classified as “flow-through shares” under the Canadian Income Tax Act. The funds raised through the sale of FT Units will be directed towards “Canadian exploration expenses” for the Lac Ducharme Property in Quebec and the Burnt Hill Property in New Brunswick, which will qualify as “flow-through mining expenditures,” in accordance with the Tax Act.
### Shareholder Approval Requirements
If the maximum number of FT Units and NFT Units are sold, the total issuance will exceed 100% of the current outstanding common shares, necessitating shareholder approval under Policy 4 of the Canadian Securities Exchange (CSE). To comply with this requirement, the company will seek consent from shareholders representing over 50% of the outstanding common shares as of November 7, 2025.
### Use of Proceeds
The net proceeds from the NFT Units will be allocated towards further exploration activities on the company’s properties, as well as for essential general and administrative expenses and working capital needs. Additionally, the company may offer cash or securities as finder’s fees in alignment with securities regulations and CSE policies.
### Anticipated Closing Date and Regulatory Compliance
The completion of the private placement is expected to occur around December 5, 2025, pending customary conditions. All securities issued in connection with this private placement will be subject to a hold period of four months and one day following the closing date.
### Important Legal Disclaimers
The securities detailed in this announcement have not been registered under the U.S. Securities Act of 1933 or any state securities regulations, and they cannot be sold or offered in the United States without proper registration or exemptions. This release should not be interpreted as an offer to sell or a solicitation to purchase any securities within the United States or jurisdictions where such actions would be illegal.
### About Nexcel Metals Corp.
Nexcel is a junior mining entity focused on acquiring, exploring, and developing mineral properties, with particular emphasis on the Lac Ducharme Property in Quebec and the Burnt Hill Property in New Brunswick.
### Forward-Looking Statements
This announcement contains forward-looking statements that involve various risks and uncertainties. These statements may lead to actual outcomes differing materially from those anticipated, due to factors such as the company’s ability to finalize the private placement by the expected closing date, the use of proceeds, and the proposed tax treatment of shares. Readers are advised not to place undue reliance on these forward-looking statements, which are subject to change.
The Canadian Securities Exchange, along with the Market Regulator, has not reviewed or endorsed the content of this release.
