NexMetals Announces Upsizing of Public Offering to $80 Million

Rhea-AI Summary

NexMetals (TSXV:NEXM, NASDAQ:NEXM) increased its previously announced "best efforts" public offering from C$65.0 million to C$80.0 million due to strong institutional demand, representing a second upsizing.

The amended Offering will consist of up to 14,035,100 Units (one common share plus one warrant each), with no over-allotment option. Each warrant is exercisable for 24 months at C$8.00. Agents will receive a cash fee equal to 6% of gross proceeds (reduced to 2% for certain president's list sales up to C$7.0 million).

Net proceeds are planned to prepay a contingent milestone under the Asset Purchase Agreement for the Selebi and Selkirk mines prior to end-2025, advance exploration and development in Botswana, and for working capital. Closing is expected on or about November 13, 2025, subject to approvals.

Positive

• Offering upsized to C$80.0 million
• Issuance of 14,035,100 Units
• Warrants exercisable for 24 months at C$8.00
• Proceeds allocated to prepay Selebi/Selkirk milestone before 2026

Negative

• Potential dilution from 14,035,100 new shares and warrants
• Agents will receive a 6% cash fee of gross proceeds
• Securities not registered in the US; US persons excluded

Insights

Capital Markets Strategist

NexMetals upsized a public equity offering to C$80,000,000, allocating proceeds to a milestone prepayment, exploration and working capital.

NexMetals increased its previously announced "best efforts" unit offering from C$65,000,000 to C$80,000,000 and will issue up to 14,035,100 units. Each unit pairs one common share with one two‑year warrant exercisable at C$8.00. Agents receive a cash fee of 6% of gross proceeds, with a reduced 2.0% fee for up to C$7.0 million of president's list sales.

The proceeds are earmarked to prepay the first contingent milestone under the Asset Purchase Agreement for the Selebi and Selkirk mines before the end of 2025, to advance exploration and development in Botswana, and for general corporate and working capital purposes. The offering is expected to close on or about November 13, 2025, subject to approvals. All details stated here reflect the announced amended terms.

Further Upsized from $65 Million Due to Strong Demand

Vancouver, British Columbia--(Newsfile Corp. - October 30, 2025) - NexMetals Mining Corp. (TSXV: NEXM) (NASDAQ: NEXM) (the "Company" or "NEXM") is pleased to announce that it has increased the size of its previously announced "best efforts" public offering (the "Offering") of units of the Company ("Units") from up to C$65,000,000 to up to C$80,000,000 due to strong demand from institutional investors, representing the second time the offering has been upsized.

The Offering will be conducted by certain agents as co-lead agents, on their own behalf and on behalf of a syndicate of one or more additional agents.

Under the amended terms, the Offering will consist of up to 14,035,100 Units, and there will no longer be an over-allotment option. The Agents will receive a cash fee equal to 6% of the gross proceeds of the Offering, subject to a reduced cash fee equal to 2.0% payable in respect of sales to certain individuals on a "president's list" for gross proceeds of up to C$7.0 million (increased from C$5.0 million). All other details of the Offering remain as disclosed in the news release of the Company issued on October 28, 2025, and titled "NexMetals Announces C$65 Million Public Offering of Units". Each Unit will consist of one common share of the Company and one common share purchase warrant . Each warrant will entitle the holder to acquire one common share for a period expiring 24 months following the date of issuance at a price of C$8.00.

The net proceeds from the Offering are expected to be used to fund the prepayment of the first contingent milestone payment under the Asset Purchase Agreement for the Selebi and Selkirk mines, the timing of which is planned prior to the end of 2025, to advance exploration and development activities at the Company's mineral assets in Botswana, and for working capital and general corporate purposes.

The Offering is expected to close on or about November 13, 2025 and remains subject to the receipt of all necessary approvals.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any U.S. state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable U.S. state securities laws, or an exemption from such registration requirements is available.

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

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Facebook: https://www.facebook.com/NexMetalsMiningCorp

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.

Cautionary Note Regarding Forward-Looking Statements

This news release contains "forward-looking statements" within the meaning of the United States federal securities laws and "forward-looking information" within the meaning of applicable Canadian securities legislation (collectively, "forward-looking information") based on expectations, estimates and projections as at the date of this news release. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. For the purposes of this release, forward-looking information includes, but is not limited to, statements regarding closing of the Offering, the proceeds to be raised under the Offering and the intended use of net proceeds of the Offering. These forward-looking statements, by their nature, require the Company to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, the receipt of regulatory approvals for the Offering; changes in equity markets; inflation; fluctuations in commodity prices; the other risks involved in the mineral exploration and development industry; and those risks set out in the Company's filings with the U.S. Securities and Exchange Commission on EDGAR (www.sec.gov) and public disclosure record on SEDAR+ (www.sedarplus.ca), in each case, under the Company's issuer profile. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/272558

FAQ

What is the size and structure of NexMetals' upsized public offering (NEXM) announced October 30, 2025?

The offering was upsized to C$80.0 million, consisting of up to 14,035,100 Units; each Unit = one common share plus one warrant.

What are the warrant terms in NexMetals' C$80 million offering (NEXM)?

Each warrant is exercisable for one common share for 24 months at an exercise price of C$8.00.

How will NexMetals use the net proceeds from the offering (NEXM)?

Proceeds are expected to prepay the first contingent milestone for the Selebi and Selkirk mines, fund Botswana exploration and development, and support working capital.

When is the NexMetals (NEXM) offering expected to close and what approvals are required?

The offering is expected to close on or about November 13, 2025 and remains subject to receipt of all necessary approvals.

What fees do agents receive for NexMetals' upsized offering (NEXM)?

Agents receive a cash fee equal to 6% of gross proceeds, with a reduced 2% fee on certain president's list sales up to C$7.0 million.

Can US investors participate in NexMetals' offering (NEXM)?

No; the securities are not registered under the US Securities Act and may not be offered or sold in the United States or to US persons.