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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): November 12, 2025
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 00-0000000 |
| (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)
1111
West Hastings, Suite 1500
Vancouver,
British Columbia, Canada V6E 2J3
(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 1.01 | Entry
into a Material Definitive Agreement. |
On
November 12, 2025, NexMetals Mining Corp. (the “Company”) entered into an agency agreement (the “Agency Agreement”)
with SCP Resource Finance LP (“SCP”), as sole bookrunner, and Raymond James Ltd. (“RJ” and together with SCP,
the “Lead Agents”), as co-lead agents, on their own behalf and on behalf of a syndicate of agents, which included Cormark
Securities Inc. (together with the Lead Agents, the “Agents”) for the issuance and sale of up to 14,035,100 units (the “Units”)
at a price of C$5.70 per Unit in a “best efforts” public offering for gross proceeds of up to C$80,000,070 (the “Offering”).
Each Unit consists of (i) one common share of the Company, no par value (a “Unit Share”), and one common share purchase warrant
(a “Warrant”). The Warrants were created and issued pursuant to, and are governed by, the warrant indenture (the “Warrant
Indenture”) dated November 17, 2025, by and between the Company and Computershare Trust Company of Canada, as the warrant agent
(the “Warrant Agent”). Each Warrant entitles the holder thereof to purchase one common share of the Company (a “Warrant
Share”) at a price of C$8.00 per Warrant Share for a period of 24 months following November 17, 2025.
The
Agency Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company, other obligations of the parties and termination provisions. The representations, warranties and covenants
contained in the Agency Agreement were made only for the purpose of such agreement and as of specific dates, were solely for the benefit
of the parties to the Agency Agreement and may be subject to limitations agreed upon by the contracting parties.
Pursuant
to the Agency Agreement, the Company agreed to pay the Agents a cash fee equal to 6.0% of the gross proceeds of the Offering, subject
to a reduced rate of 2.0% in respect of certain parties identified by the Company.
The
Units were sold by a short form prospectus with the securities commissions in each of the provinces of Canada (excluding Quebec). No
Units were sold in the United States.
The
Offering closed on November 17, 2025. The Company received gross proceeds of C$80,000,070 before deducting the agents’ fees and
other offering expenses payable by the Company. The proceeds from the Offering are intended to be used for the prepayment of the first
contingent milestone payment under the Asset Purchase Agreements for the Selebi and Selkirk mines, to advance exploration and development
activities in Botswana, and for working capital and general corporate purposes.
The
foregoing descriptions of the Agency Agreement and the Warrant Indenture are only summaries and are qualified in their entirety by reference
to the complete text of the form of Agency Agreement and the Warrant Indenture, copies of which are attached as Exhibit 10.1 and Exhibit
4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
This
Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale
of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such state or jurisdiction.
On
November 17, 2025, the Company issued a news release announcing the closing of the Offering. A copy of this news 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 |
| 4.1 |
|
Warrant Indenture dated November 17, 2025, by and between the Company and Computershare Trust Company of Canada, as the warrant agent. |
| 10.1 |
|
Agency Agreement dated November 12, 2025, between the Company and SCP Resource Finance LP, as sole bookrunner, and Raymond James Ltd., as co-lead agents, together with Cormark Securities Inc. (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2025). |
| 99.1 |
|
Press Release dated November 17, 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:
November 17, 2025
