Nexcel Metals Enters into Option Agreement for the Burnt Hill Tungsten Project in New Brunswick

Rhea-AI Summary

Nexcel Metals (OTCQB: NXXCF) entered an option agreement to earn up to a 58% interest in the Burnt Hill Tungsten Project in New Brunswick by acquiring Cadillac Ventures' 58% stake in four staged options.

Consideration includes cash payments totaling at least $420,000 (staged) and issuance of $930,000 in common shares, with monthly $5,000 payments until the first cash installment and staged share resale restrictions over 36 months. The agreement requires Canadian Securities Exchange approval. On reaching 51% interest, a joint venture will form with the existing 42% minority owner remaining unchanged unless otherwise agreed.

Positive

• Earn-in structure allows staged risk exposure to Burnt Hill project
• Joint venture forms at 51% interest, enabling shared project development
• Up to 58% potential ownership secured without immediate full cash outlay

Negative

• Issuance of $930,000 in shares creates potential dilution
• Minimum cash payments of $420,000 required over staged options
• Agreement conditional on Canadian Securities Exchange approval

Vancouver, British Columbia--(Newsfile Corp. - October 8, 2025) - Nexcel Metals Corp. (CSE: NEXX) (OTCQB: NXXCF) (FSE: 2OH) ("Nexcel" or the "Company") is pleased to announce that it has entered into an option agreement (the "Agreement") with Cadillac Ventures Inc. (the "Optionor") and Wyloo Ring of Fire Ltd. (the "Minority Owner") pursuant to which the Company may earn up to a 58% interest in the Burnt Hill Tungsten Project (the "Property") located in New Brunswick, Canada. The Property is currently owned 58% by the Optionor and 42% by the Minority Owner.

Under the terms of the Agreement, the Company may acquire the Optionor's 58% interest in the Property in four stages:

First Option (to 29.6%): by paying $170,000 in cash (10% on signing and 90% within 45 days), issuing $330,000 in common shares of the Company within 45 business days, and making $5,000 monthly payments until the first cash installment is made;

Second Option (to 38.3%): by paying $25,000 in cash and issuing $200,000 in common shares of the Company on or before the first anniversary of the Agreement;

Third Option (to 46.4%): by paying $25,000 in cash and issuing $200,000 in common shares of the Company on or before the second anniversary of the Agreement; and

Fourth Option (to 58%): by paying $200,000 in cash and issuing $200,000 in common shares of the Company any time after the second anniversary of the Agreement.

All common shares issued pursuant to the Agreement will be subject to statutory hold periods in accordance with applicable securities laws and voluntary resale restrictions providing for staged release over a 36-month period. The Agreement remains subject to the approval of the Canadian Securities Exchange.

Upon the Company earning a 51% interest in the Property, a joint venture will be formed between the Company, the Optionor and the Minority Owner. The Minority Owner has consented to the Agreement and its 42% interest in the Property will remain unaffected unless the Company and the Minority Owner agree to an acquisition of the 42% interest in the future.

No finders' fees are payable in connection with the Agreement. The Optionor and Minority Owner are arm's length parties to the Company.

About the Burnt Hill Project

The Burnt Hill tungsten/molybdenum property covers approximately 1540 hectares in central New Brunswick and hosts an NI 43-101 indicated resource of 1,761,000 tonnes within an open pit and underground averaging 0.292% WO₃, 0.007% MoS₂ and 0.008% SnO₂, along with a further 1,520,000 inferred tonnes averaging 0.263% WO₃, 0.008%MoS₂ and 0.005% SnO₂, as presented below. Also presented below, extracted from the 2013 Resource Report, is a statement of contained metal. In addition to the deposit area of the property, there are several other areas of identified tin, tungsten and molybdenum mineralization within the property boundary not yet at the resource stage.¹

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/11702/269547_12da7611247afb6f_001full.jpg

The contained metal represented by this resource statement after converting the metal compound to contained metal equivalents for the respective metal compounds is as follows:

(0.303% WO3) (79.29% Weight Percent Tungsten) (2,205 lbs/tonne) (527,000 tonnes) = 2.79
1,000,000

Mineral Resources		Tungsten	Molybdenum	Tin
Contained Metal		(million pounds)	(thousand pounds)	(thousand pounds)
Open Pit	Indicated	2.79	34.82	45.76
Underground	Indicated	6.19	130.46	192.867
Total	Indicated	8.99	162.91	244.64
Open Pit	Inferred	0.21	3.25	4.27
Underground	Inferred	6.79	152.03	124.86
Total	Inferred	6.99	160.7	131.98

 

Image 1: Property Location Map, Burnt Hill Project

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/11702/269547_12da7611247afb6f_002full.jpg

Strategic Importance of Tungsten

Tungsten is a critical mineral with unique properties including the highest melting point of all metals, exceptional density, and resistance to thermal and mechanical stress. These characteristics make it indispensable in numerous high-performance applications.

In particular, tungsten plays an increasingly vital role in the aerospace and space industries. It is used in satellite components, rocket engine nozzles, radiation shielding, and high-temperature structural materials for spacecraft. Its strength and heat resistance also make tungsten a preferred material in the manufacture of advanced alloys used in turbine blades and hypersonic flight technology.

With growing demand for high-tech and defense applications, and limited global supply, tungsten has been designated a critical mineral by both the Canadian and U.S. governments. Projects like Burnt Hill are strategically important as secure domestic sources of this vital material.

About Nexcel Metals Corp

Nexcel Metals Corp. 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 Québec.

Qualified Person

Francis Newton, P.Geo, a consultant for the Company, is the designated qualified person as defined by National Instrument 43-101, has reviewed and approved the technical information contained in this press release.

ON BEHALF OF THE BOARD OF DIRECTORS

'Hugh Rogers'
CEO

For all other inquiries:
Email: hughrogersinc@gmail.com
Phone: (604) 250-6162

Forward-Looking Statements

All statements included in this press release that address activities, events or developments that Nexcel expects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements may involve, but are not limited to, statements with respect to the exploration and development of the Company's mineral properties. These forward-looking statements involve numerous assumptions made by Nexcel based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. 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 Nexcel's control. Readers should not place undue reliance on forward-looking statements. Except as required by law, Nexcel 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 Regulation Service Provider accepts responsibility for the adequacy or accuracy of this news release.

---

¹ Deposit Modeling & NI 43-101 Resource Estimate Burnt Hill Tungsten-Molybdenum-Tin Property Stanley Parish, York County, New Brunswick. Prepared by Southampton Associates Inc, August 1, 2013

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/269547

FAQ

What does Nexcel Metals' option agreement for Burnt Hill (NXXCF) allow?

Nexcel may earn up to a 58% interest in Burnt Hill through four staged options involving cash and $930,000 in share issuances.

How much cash and shares must Nexcel pay to reach 58% at Burnt Hill?

Staged cash payments total at least $420,000 and the company will issue $930,000 in common shares under the agreement.

When does a joint venture form if Nexcel earns interest in Burnt Hill?

A joint venture is formed upon Nexcel earning a 51% interest, with the 42% minority owner remaining unchanged unless sold later.

Are the shares issued under the Burnt Hill agreement restricted?

Yes, all shares will be subject to statutory hold periods and voluntary staged resale restrictions over a 36‑month period.

Does the Burnt Hill option agreement require regulatory approval for Nexcel (NXXCF)?

Yes, the agreement remains subject to approval by the Canadian Securities Exchange.