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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2025
NEXMETALS MINING CORP.
(Exact name of registrant as specified in its charter)
British Columbia, Canada
(State or other jurisdiction of incorporation)
| 001-42750 | N/A 00-0000000 | |
| (Commission
File Number) |
(IRS
Employer Identification No.) |
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3123-595 Burrard Street Vancouver, British Columbia, Canada |
V7X 1J1 | |
| (Address of principal executive offices) | (Zip Code) |
(604) 770-4334
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Shares, no par value | NEXM | Nasdaq Stock Market LLC (Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On November 18, 2025, NexMetals Mining Corp. (the “Company”) announced that it has granted annual equity incentive awards to directors, employees and consultants under the Company’s Omnibus Equity Incentive plan. A copy of this press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The Company undertakes no obligation to update, supplement or amend the materials attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated November 18, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NEXMETALS MINING CORP. (Registrant) |
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| By: | /s/ Morgan Lekstrom | |
| Morgan Lekstrom | ||
| Chief Executive Officer | ||
Date: November 18, 2025
Exhibit 99.1
NEXMETALS ANNOUNCES ANNUAL EQUITY INCENTIVE GRANTS
Vancouver, British Columbia, November 18, 2025 – NexMetals Mining Corp. (TSXV: NEXM) (Nasdaq: NEXM) (“NEXM” or the “Company”) announces that it has granted annual equity incentive awards to certain directors, officers, employees and consultants pursuant to the Company’s Omnibus Equity Incentive Plan (the “Plan”).
The Board of Directors has approved the grant of restricted share units (“RSUs”) representing an aggregate of 332,512 common shares to certain officers, employees and consultants. Of this amount, 287,512 RSUs have been granted at a deemed price of $7.60 per RSU, representing the 90-Day volume weighted average price of the Company’s shares on the TSX Venture Exchange as of November 7, 2025, and reflecting a 55% premium to the Company’s closing share price on November 17, 2025. These RSUs will vest annually in equal thirds beginning on the first anniversary of the date of grant. A further 45,000 RSUs have been granted to certain officers and consultants at a deemed price of $8.80 per RSU, representing a 79% premium to the Company’s closing share price on November 17, 2025. These RSUs will vest in full on the first anniversary of the date of grant.
The Company has also granted deferred share units (“DSUs”) representing an aggregate of 46,600 common shares to directors at a deemed price of $7.60 per DSU. The DSUs will be payable in cash and settled in accordance with the terms of the Plan.
The equity incentive grants are intended to align the interests of directors, management, employees and consultants with those of shareholders and to support the Company’s long-term retention and performance objectives.
Further information regarding the Plan is set out in the Company’s Management Information Circular dated as of April 28, 2025 and filed on May 6, 2025, which is available under the Company’s profile on SEDAR+ (www.sedarplus.ca).
About NexMetals Mining Corp.
NexMetals Mining Corp. is a mineral exploration and development company that is focused on the redevelopment of the previously producing copper, nickel and cobalt resources mines owned by the Company in the Republic of Botswana.
NexMetals is committed to governance through transparent accountability and open communication within our team and our stakeholders. NexMetals’ team brings extensive experience across the full spectrum of mine discovery and development. Collectively, the team has contributed to dozens of projects, including work on the Company’s Selebi and Selkirk mines. Senior team members each have on average, more than 20 years of experience spanning geology, engineering, operations, and project development.
For further information about NexMetals Mining Corp., please contact:
Morgan Lekstrom
CEO and Director
morganl@nexmetalsmining.com
Jaclyn Ruptash
V.P., Communications and Investor Relations
jaclyn@nexmetalsmining.com
1-833-770-4334
Neither the TSX Venture Exchange and its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) nor the Nasdaq Stock Market LLC accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
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