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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): June 15, 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 00-0000000 |
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| |
|
|
1111
West Hastings Street, 15th
Floor,
Vancouver,
British Columbia,
Canada |
|
V6E
2J3 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
1-866-794-6396
(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. |
On
June 15, 2026, Premium Resources International Ltd. (“PRIL”), wholly-owned subsidiary of NexMetals Mining Corp. (the “Company”),
entered into a Services & Consulting Agreement (the “Consulting Agreement”) with ANZAC Consulting Ltd. (“ANZAC”),
an entity through which Boris Kamstra, who serves as Chief Operating Officer of PRIL, provides services to the Company. The Consulting
Agreement replaces and supersedes the Services & Consulting Agreement, dated January 1, 2023, and amended July 1, 2025, between PRIL
and ANZAC.
Under
the Consulting Agreement, ANZAC provides the services of Mr. Kamstra who is responsible for providing site operational support and assistance
in the advancement of study works.
PRIL
will pay ANZAC an hourly consulting fee of US$230, payable monthly in arrears, and will reimburse certain approved expenses in accordance
with PRIL’s policies. Because Mr. Kamstra is based in South Africa, PRIL will cover reasonable board and lodging in Botswana when
Mr. Kamstra is required to work there, provide business class (or similar) air travel for flights over four hours, and obtain and maintain
any required work permits. PRIL will also bear any Barbados withholding tax (including related interest, penalties and litigation costs)
assessed in respect of payments to ANZAC.
The
Consulting Agreement continues until terminated by either party. PRIL may terminate for failure by Mr. Kamstra to perform his obligations,
in which case ANZAC is entitled to any accrued and unpaid consulting fees and reimbursable expenses up to the termination date. PRIL
may also terminate the agreement at any time upon 90 days’ notice, with ANZAC entitled to all accrued and unpaid consulting fees
and reimbursement of out-of-pocket expenses through the termination date. ANZAC may terminate the agreement upon 90 days’ written
notice and is entitled to payment for services rendered up to the termination date. The agreement does not provide for any change-of-control,
severance, or constructive dismissal benefits.
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:
June 18, 2026