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Leadership and equity changes at NexMetals Mining (NASDAQ: NEXM)

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8-K

Rhea-AI Filing Summary

NexMetals Mining Corp. reported several leadership and compensation changes. Director Morgan Lekstrom resigned from the board effective February 9, 2026, with no disagreements cited. He will continue supporting the company under a consulting agreement paying CA$500 per hour through November 18, 2026, with customary protections and expense reimbursement.

Chief Executive Officer Sean Whiteford was reappointed to the board to fill the vacancy. The company also appointed veteran geoscientist David Eichenberg as Vice President, Geology, and granted equity incentives under its Omnibus Equity Incentive Plan, including 134,300 RSUs at a deemed price of $5.80 and 50,000 stock options at C$8.00 that vest immediately and run for two years.

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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): February 9, 2026

 

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
(Commission File Number)   (IRS Employer Identification No.)
     

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Resignation of Morgan Lekstrom from the Board

 

On February 9, 2026, Morgan Lekstrom resigned from the board of directors (the “Board”) of NexMetals Mining Corp. (the “Company”), effective immediately. Mr. Lekstrom’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

 

In connection with his resignation from the Board, the Company entered into a consulting services agreement with Mr. Lekstrom dated February 9, 2026 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Lekstrom will provide advisory and consulting services to the Company on an as-needed basis as an independent contractor.

 

Under the terms of the Consulting Agreement, Mr. Lekstrom is entitled to an hourly consulting fee of CA$500, invoiced monthly and payable within ten days of receipt. Reasonable expenses may be reimbursed if pre-approved by the Company. The Consulting Agreement will terminate on November 18, 2026, unless earlier terminated by either party in accordance with its terms. The Consulting Agreement includes customary provisions relating to confidentiality, intellectual property ownership, indemnification, and non-conflict obligations.

 

The Consulting Agreement was entered into pursuant to the terms of a previously disclosed transition arrangement between the Company and Mr. Lekstrom. The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

Reappointment of Sean Whiteford to the Board

 

Concurrently with Mr. Lekstrom’s resignation from the Board, Sean Whiteford, the Company’s Chief Executive Officer, was reappointed to the Board on February 9, 2026, to fill the vacancy. There is no arrangement or understanding between Mr. Whiteford and any other person pursuant to which Mr. Whiteford was appointed as a director. No changes have been made to that certain Consulting Services Agreement dated January 14, 2026, by and between the Company, Elkam Consulting Ltd. and Mr. Whiteford, which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 20, 2026. Please refer to the Company’s Current Report on Form 8-K filed on January 20, 2026 for further details.

 

Item 8.01 Other Events.

 

On February 2, 2026, the Company issued a press release announcing the appointment of David Eichenberg as Vice President, Geology. On February 9, 2026, the Company issued a press release announced the resignation of Morgan Lekstrom from the board of directors and the reappointment of Sean Whiteford to the Board. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release dated February 2, 2026
99.2   Press Release dated February 9, 2026
10.1   Consulting Services Agreement dated February 9, 2026 between the Company and Morgan Lekstrom
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.

 

 

NEXMETALS MINING CORP.

(Registrant)

     
  By: /s/ Brett MacKay
    Brett MacKay
    Chief Financial Officer

 

Date: February 13, 2026

 

 

 

 

 

Exhibit 99.1

 

 

NexMetals Appoints David Eichenberg as Vice President, Geology and

Grants Equity Incentive Awards

 

Vancouver, British Columbia, February 2, 2025 NexMetals Mining Corp. (TSXV: NEXM) (Nasdaq: NEXM) (“NEXM” or the “Company”) is pleased to announce that it has appointed Mr. David Eichenberg as Vice President, Geology, effective immediately. The Company also announces that it has granted equity incentive awards to certain officers, employees and consultants pursuant to the Company’s Omnibus Equity Incentive Plan (the “Plan”).

 

Mr. Eichenberg is a veteran Geoscientist and leader with 28 years of global experience in mining, study-level projects, exploration and project generative roles. He has held senior technical leadership roles with De Beers and Rio Tinto. Most notably, he served as Chief Geoscientist and Qualified Person at the Diavik Mine, where he led technical operations with care and controlled the resource through multiple open-pit and underground mine developments. David’s extensive international portfolio spans Canada, Democratic Republic of Congo, Namibia, Botswana, South Africa, and Madagascar, where he generated targets and led exploration projects focused on copper, nickel, diamonds, uranium, heavy minerals, and iron ore. He is recognized for building high performing technical teams to deliver the critical data needed to advance projects and support mine operations. Throughout his career, David has remained committed to technical and safe operational excellence while delivering the quality data and clarity needed for organizations to make next-step decisions.

 

Sean Whiteford, CEO of the Company, commented: “David brings deep technical expertise and operational experience across both exploration and producing assets. His track record of building disciplined geological teams and advancing projects with high quality data aligns directly with our strategy as we continue to derisk these assets. We are very pleased to welcome him to NexMetals.”

 

Equity Incentive Grants

 

The Board of Directors has approved the grant of restricted share units (“RSUs”) representing an aggregate of 134,300 common shares to certain officers, employees and consultants. Of this amount, 47,800 RSUs will vest on the first anniversary of the date of grant. The remaining 86,500 RSUs will vest as to one half on the second anniversary of the date of grant and one half on the third anniversary of the date of grant. The RSUs were granted at a deemed price of $5.80, representing the 10-Day volume weighted average price of the Company’s shares on the TSX Venture Exchange as of January 27, 2026.

 

The Company has also granted 50,000 stock options of the Company (“Options”) to certain consultants pursuant to the Plan. The Options have an exercise price of C$8.00 per share, vest immediately, and have a two-year term from the date of grant.

 

About NexMetals Mining Corp.

 

NexMetals Mining Corp. is a TSX.V and NASDAQ listed mineral exploration and development company focused on redeveloping the past-producing Selebi and Selkirk copper-nickel-cobalt-platinum group element mines in Botswana. NexMetals has confirmed the scale of mineralization is larger than historical estimates, supported by NI 43-101-compliant resource estimates, with ongoing down-hole geophysics, drilling, and metallurgical programs aimed at expanding resources and supporting future economic studies. The Company is led by an experienced management and technical team with a proven track record in global mineral projects, emphasizing disciplined execution, transparent governance, and long-term stakeholder value creation.

 

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For further information about NexMetals Mining Corp., please contact:

 

Sean Whiteford

CEO

swhiteford@nexmetalsmining.com

 

Jaclyn Ruptash

V.P., Communications and Investor Relations

jaclyn@nexmetalsmining.com

1-833-770-4334

 

Follow Us

 

X: https://x.com/NexMetalsCorp

LinkedIn: https://www.linkedin.com/company/NexMetalsMiningCorp

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.

 

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Exhibit 99.2

 

 

NexMetals Announces Board Resignation and Appointment

 

Vancouver, British Columbia, February 9, 2026 NexMetals Mining Corp. (TSXV: NEXM) (Nasdaq: NEXM) (“NEXM” or the “Company”) announces that Morgan Lekstrom has submitted his resignation from the board of directors (the “Board”) effective immediately. Mr. Sean Whiteford, the Company’s Chief Executive Officer, has been reappointed to the Board filling the vacant Board seat. Mr. Whiteford previously served as a director on the Board from July 2022 to March 2023 before stepping off the Board to become President.

 

Mr. Lekstrom joined the Board in March 2025 and served as the Company’s Chief Executive Officer from that time until January 15, 2026. During his tenure, Mr. Lekstrom led the restructuring of the Company in 2025.

 

On behalf of the Board, Paul Martin, Chairman of the Board, said: “The Board thanks Mr. Lekstrom for the significant contributions he made during his time at NEXM and wishes him well in his future endeavours.”

 

About NexMetals Mining Corp.

 

NexMetals Mining Corp. is a TSX.V and NASDAQ listed mineral exploration and development company focused on redeveloping the past-producing Selebi and Selkirk copper-nickel-cobalt-platinum group element mines in Botswana. NexMetals has confirmed the scale of mineralization is larger than historical estimates, supported by NI 43-101-compliant resource estimates, with ongoing down-hole geophysics, drilling, and metallurgical programs aimed at expanding resources and supporting future economic studies. The Company is led by an experienced management and technical team with a proven track record in global mineral projects, emphasizing disciplined execution, transparent governance, and long-term stakeholder value creation.

 

For further information about NexMetals Mining Corp., please contact:

 

Paul Martin

Chairman

pmartin@nexmetalsmining.com

 

Jaclyn Ruptash

V.P., Communications and Investor Relations

jaclyn@nexmetalsmining.com

1-833-770-4334

 

Follow Us

 

X: https://x.com/NexMetalsCorp

LinkedIn: https://www.linkedin.com/company/NexMetalsMiningCorp

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.

 

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FAQ

What board changes did NexMetals Mining Corp. (NEXM) disclose in this 8-K?

NexMetals reported that director Morgan Lekstrom resigned from the board effective February 9, 2026, without any disagreement. Chief Executive Officer Sean Whiteford was reappointed to the board on the same date to fill the resulting vacancy, maintaining leadership continuity at the company.

What are the terms of Morgan Lekstrom’s consulting role with NexMetals (NEXM)?

Following his resignation, Morgan Lekstrom entered a consulting services agreement with NexMetals at CA$500 per hour, invoiced monthly and payable within ten days. The agreement runs until November 18, 2026, and includes customary confidentiality, intellectual property, indemnification, non-conflict, and expense reimbursement provisions.

Who is NexMetals (NEXM) appointing as Vice President, Geology, and what is his background?

NexMetals appointed David Eichenberg as Vice President, Geology. He is a geoscientist with 28 years of global mining and exploration experience, including senior roles at De Beers and Rio Tinto, and service as Chief Geoscientist and Qualified Person at the Diavik Mine overseeing multiple mine developments.

What equity incentive awards did NexMetals Mining Corp. (NEXM) grant?

NexMetals granted 134,300 restricted share units to officers, employees, and consultants, using a deemed price of $5.80 per share. It also granted 50,000 stock options to consultants with a C$8.00 exercise price, immediate vesting, and a two-year term from the grant date under its Omnibus Equity Incentive Plan.

How will the RSUs granted by NexMetals (NEXM) vest over time?

Of the 134,300 RSUs granted, 47,800 will vest on the first anniversary of the grant date. The remaining 86,500 RSUs vest in two equal tranches on the second and third anniversaries, creating a multi-year incentive structure aligned with longer-term employment and performance.

What is the exercise price and term of NexMetals (NEXM) stock options granted to consultants?

NexMetals granted 50,000 stock options at an exercise price of C$8.00 per share. These options vest immediately and have a two-year term from the grant date, providing consultants with near-term equity participation potential tied to the company’s share performance.

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