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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/A00-0000000 |
| (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.
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.
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.