NexMetals Mining (NEXM) speeds CEO transition with rich RSU incentives

Rhea-AI Filing Summary

NexMetals Mining Corp. reported that its leadership transition has been accelerated, with former CEO Morgan Lekstrom stepping down earlier than previously planned and Sean Whiteford taking over as Chief Executive Officer effective January 15, 2026.

The company entered into a new Consulting Services Agreement with Elkam Consulting Ltd., under which Mr. Whiteford’s services are provided. The agreement includes a monthly fee of US$25,850, an annual performance bonus targeted at six times the monthly fee, and a long-term incentive opportunity targeted at fifteen times the monthly fee, payable in cash, stock options and/or RSUs at the board’s discretion.

As a one-time equity incentive, NexMetals agreed to grant US$365,000 in RSUs, vesting in two equal tranches on the second and third anniversaries of the grant date. The agreement also covers expense reimbursement, insurance, time off, indemnification, and termination and change of control terms. Separately, the company issued a press release on January 15, 2026 outlining its 2026 strategy and work programs for the Selebi and Selkirk mines in Botswana.

Insights

Equity & Governance Analyst

NexMetals accelerates CEO change and sets performance-heavy pay package.

The filing confirms that NexMetals Mining Corp. moved up its CEO transition date, with Morgan Lekstrom leaving and Sean Whiteford becoming CEO on January 15, 2026. Instead of a standard employment contract, the company uses a consulting structure with Elkam Consulting Ltd., which is a common approach in some jurisdictions for senior executives.

Compensation combines fixed and at-risk elements. The consulting fee is US$25,850 per month, while the target annual bonus is six times that monthly fee and the target long-term incentive is fifteen times the monthly fee, payable in cash, stock options, RSUs or a mix, at the board’s discretion. A one-time equity grant of US$365,000 in RSUs vests over two and three years, which can help align incentives with multi‑year performance.

The agreement also includes typical provisions such as expense reimbursement, insurance support, indemnification, and termination and change of control terms. The filing notes that the company issued a press release on January 15, 2026 describing its 2026 strategy and work programs at the Selebi and Selkirk mines, so subsequent disclosures about execution of that plan and the CEO’s tenure will likely come through future company communications and periodic reports.

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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): January 14, 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.

As previously disclosed, NexMetals Mining Corp. (the “Company”) and Mr. Morgan Lekstrom, the Company’s then Chief Executive Officer, mutually agreed that Mr. Lekstrom would cease to serve as Chief Executive Officer of the Company effective January 31, 2026. However, this previously announced transition was accelerated and Mr. Lekstrom ceased serving as Chief Executive Officer and Mr. Sean Whiteford assumed the role of Chief Executive Officer effective January 15, 2026.

Consulting Services Agreement for Sean Whiteford

In connection with Mr. Whiteford assuming the role of Chief Executive Officer, the Company entered into a Consulting Services Agreement dated as of January 15, 2026 (the “Agreement”), with Elkam Consulting Ltd. (the “Consultant”), pursuant to which the Consultant provides the personal services of Mr. Whiteford (the “Principal”) to perform consulting services for the Company. The Agreement replaced and superseded in its entirety the prior consulting agreement between the parties dated October 17, 2023, as amended on April 17, 2025.

Pursuant to the Agreement, the Consultant’s engagement, and Principal’s appointment as Chief Executive Officer, commenced on, and is effective as of, January 15, 2026, and continues until terminated in accordance with its terms. Under the Agreement, the Principal will act as the Chief Executive Officer of the Company and report to the Company’s board of directors (the “Board”).

Compensation

Commencing on the effective date of the Agreement, the Company will pay the Consultant a monthly fee of US$25,850, subject to increases as may be approved from time to time by the Board (the “Monthly Fee”). The Monthly Fee will be reviewed annually by the compensation committee of the Board and the Board itself, and any approved increase will be effective retroactive to January 1^st of the year in which such approval is granted.

The Agreement provides that the Consultant has the opportunity to earn an annual performance bonus based on the achievement of agreed objective targets. The target annual performance bonus is equal to six times the Monthly Fee for the applicable year. At the discretion of the Board, the performance bonus may be paid in cash, stock options, restricted share units (“RSUs”) or a combination thereof.

The Consultant is also eligible for an annual long-term incentive award, in the discretion of the Board, in the form of stock options and/or RSUs. The target annual long-term incentive award is equal to fifteen times the Monthly Fee for the applicable year.

As a one-time equity incentive, and on or shortly after the effective date of the Agreement, subject to any applicable trading blackouts, the Company agreed to grant the Consultant US$365,000 in RSUs, with such RSUs vesting as to 50% on the second anniversary of the date of grant and the remaining 50% on the third anniversary of the date of grant.

The Agreement further provides for reimbursement of certain insurance costs, reimbursement of reasonable and necessary business expenses incurred in connection with the performance of services, time off, indemnification, and termination and change of control provisions.

The foregoing description of the 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.

Item 8.01 Other Events.

On January 15, 2026, the Company issued a press release outlining its strategy and work programs for 2026 across the copper-nickel-cobalt-platinum group element sulphide Selebi and Selkirk mines in Botswana.

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1*		Consulting Services Agreement dated January 14, 2026, by and between the Company, Elkam Consulting Ltd. and Sean Whiteford
99.1		Press Release dated January 15, 2026.
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

* Certain of the schedules (and similar attachments) to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K under the Securities Act because they do not contain information material to an investment or voting decision and that information is not otherwise disclosed in the exhibit or the disclosure document. The registrant hereby agrees to furnish a copy of all omitted schedules (or similar attachments) to the SEC upon its request.

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: January 20, 2026

FAQ

What leadership change did NexMetals Mining Corp. (NEXM) disclose?

NexMetals Mining Corp. disclosed that former CEO Morgan Lekstrom ceased serving as Chief Executive Officer earlier than previously planned, and that Sean Whiteford assumed the role of Chief Executive Officer effective January 15, 2026.

How is new CEO Sean Whiteford compensated under the NexMetals agreement?

Under the Consulting Services Agreement, the company pays a monthly fee of US$25,850. The target annual performance bonus equals six times the monthly fee, and the target annual long-term incentive award equals fifteen times the monthly fee, in cash, stock options, RSUs, or a combination as determined by the board.

What one-time equity incentive did NexMetals grant in connection with the CEO appointment?

NexMetals agreed to grant US$365,000 in restricted share units (RSUs) as a one-time equity incentive, with 50% vesting on the second anniversary of the grant date and the remaining 50% vesting on the third anniversary.

Who is party to the NexMetals Consulting Services Agreement for the CEO role?

The Consulting Services Agreement is dated as of January 15, 2026 and is among NexMetals Mining Corp., Elkam Consulting Ltd. as the consultant, and Sean Whiteford as the principal whose services are provided to the company.

Did NexMetals outline its 2026 operational strategy in this disclosure?

The company stated that on January 15, 2026 it issued a press release outlining its 2026 strategy and work programs for the Selebi and Selkirk copper-nickel-cobalt-platinum group element sulphide mines in Botswana. A copy of that press release is filed as an exhibit and incorporated by reference.

What other key terms are included in NexMetals’ CEO consulting agreement?

The agreement includes provisions for reimbursement of certain insurance costs, reimbursement of reasonable business expenses, time off, indemnification, and specified termination and change of control terms, in addition to the compensation structure.