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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 10, 2025
NEXMETALS
MINING CORP.
(Exact
name of registrant as specified in its charter)
Ontario,
Canada
(State
or other jurisdiction of incorporation)
| 001-42750 |
|
N/A 00-0000000 |
| (Commission
File Number) |
|
(IRS
Employer Identification No.) |
Suite
3400, One First Canadian Place
P.O.
Box 130
Toronto,
Ontario, Canada |
|
M5X
1A4 |
| (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
5.03 | Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
October 10, 2025, NexMetals Mining Corp. (the “Company”) completed its continuance from the Province of Ontario into the
Province of British Columbia under the Business Corporations Act (British Columbia). In connection with the continuance, the Company
adopted new Articles of the Company, which replace its former by-laws under the Business Corporations Act (Ontario).
A
copy of the new Articles is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
On
October 10, 2025, the Company issued a news release announcing the completion of its continuance into British Columbia and adoption of
new Articles. 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 |
| 3.1 |
|
Articles of NexMetals Mining Corp. adopted effective October 10, 2025 |
| 99.1 |
|
Press Release dated October 10, 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.
| |
NEXMETALS
MINING CORP.
(Registrant) |
| |
|
| |
By:
|
/s/
Morgan Lekstrom |
| |
|
Morgan
Lekstrom |
| |
|
Chief
Executive Officer |
Date:
October 10, 2025
