Nexcel Announces Flow-Through and Non-Flow Through Unit Private Placement

Vancouver, British Columbia--(Newsfile Corp. - November 7, 2025) - Nexcel Metals Corp. (CSE: NEXX) (OTCQB: NXXCF) (FSE: 2OH) ("Nexcel" or the "Company") is pleased to announce a non-brokered private placement (the "Private Placement") for aggregate gross proceeds of up to $3,500,000 that will consist of the issuance of a combination of:

• up to 1,190,476 flow-through units of the Company ("FT Units") at a price of $0.42 per FT Unit; and
• up to 8,571,428 non-flow-through units of the Company ("NFT Units") at a price of $0.35 per NFT Unit.

Each FT Unit shall consist of one flow-through common share of the Company (a "FT Unit Share") and one common share purchase warrant (a "FT Unit Warrant"). Each FT Unit Warrant will entitle the holder thereof to purchase one non-flow-through common share of the Company at an exercise price of $0.50 for a period of 24 months from the date of issuance.

Each NFT Unit shall consist of one non-flow-through common share of the Company and one common share purchase warrant (a "NFT Unit Warrant"). Each NFT Unit Warrant will entitle the holder thereof to purchase one non-flow-through common share of the Company at an exercise price of $0.45 for a period of 24 months from the date of issuance.

Each FT Unit Share will qualify as a "flow-through share" within the meaning of the Income Tax Act (Canada) (the "Tax Act"). The gross proceeds from the sale of the FT 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 FT Units.

The sale of the maximum number of FT Units and the HD Units under the Private Placement, and the common shares of the Company ("Common Shares") to be issued thereunder and issuable upon exercise of the FT Unit Warrants and the NFT Unit Warrants thereunder, will result in the issuance of more than 100% of the current number of issued and outstanding Common Shares, which will require approval by shareholders of the Company ("Shareholders") under Policy 4 of the Canadian Securities Exchange (the "CSE"). 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% of the outstanding Common Shares at at November 7, 2025 by written consent.