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NexMetals Mining (NASDAQ: NEXM) names Keith Marshall board nominee

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

NexMetals Mining Corp. reports planned board changes and a new director nominee ahead of its annual general meeting on May 27, 2026. Directors Chris Leavy and James Gowans have notified the company they will not stand for re-election, and their decisions are stated not to involve any disagreement over operations, policies, or practices.

The Board has announced that Keith Marshall, a mining engineer with over 45 years of experience and 22 years at Rio Tinto, has agreed to stand for election as a director. Following the meeting, the Board intends to appoint him to the Safety, Sustainability and Technical Committee alongside existing members.

The company also granted 44,800 incentive stock options to investor relations advisor Nisha Hasan at an exercise price of $3.30 per share. The options are exercisable for five years and vest over 12 months in equal quarterly installments.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
AGM date May 27, 2026 Date of annual general meeting where directors stand for election
Incentive stock options granted 44,800 options Granted to Nisha Hasan in connection with NH IR Advisory Corp. engagement
Option exercise price $3.30 per share Exercise price equals TSXV closing price on day prior to grant (April 8, 2026)
Option term 5 years Options to purchase NexMetals common shares exercisable for five years
Vesting schedule 12 months Options vest quarterly, one-quarter every three months from grant date
Keith Marshall industry experience 45+ years Mining engineer with over 45 years in the sector
Rio Tinto tenure 22 years Time Keith Marshall worked at Rio Tinto in senior roles
annual general meeting of shareholders regulatory
"stand for election to the Company’s Board of Directors ... at the annual general meeting of shareholders to be held on May 27, 2026"
incentive stock options financial
"the Company has granted Nisha Hasan ... 44,800 incentive stock options to purchase common shares of the Company"
Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.
NI 43-101 technical
"supported by NI 43-101- and Regulation S-K 1300-compliant resource estimates"
A Canadian regulatory standard that sets the rules for how mining and exploration companies must report mineral resources and reserves, requiring technical reports prepared or signed off by an independent, certified expert. It matters to investors because it creates a consistent, transparent “inspection report” for mining projects, making it easier to compare prospects, judge the reliability of claims, and assess geological and financial risk before investing.
Regulation S-K 1300 regulatory
"supported by NI 43-101- and Regulation S-K 1300-compliant resource estimates"
A U.S. securities regulation that sets clear standards for how mining companies must describe exploration results, mineral resources and mineral reserves in public filings. It requires consistent categories, supporting data and professional qualifications so investors can compare projects reliably, much like a standardized report card that reduces the risk of overstated claims and helps assess the value and uncertainty of a mining asset.
forward-looking statements regulatory
"This news release contains forward-looking statements within the meaning of the United States federal securities laws"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Safety, Sustainability and Technical Committee other
"the Board intends to appoint Mr. Marshall to the Board’s Safety, Sustainability and Technical Committee"
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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): April 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/A
(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)

 

(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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 9, 2026, the board of directors (the “Board”) of NexMetals Mining Corp. (the “Company”) has accepted notices from Chris Leavy and James Gowans that they will not be standing for re-election at the Company’s annual general meeting of shareholders to be held on May 27, 2026 (the “AGM”). Neither Mr. Leavy’s nor Mr. Gowan’s resignation was the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

 

Item 7.01Regulation FD Disclosure.

 

On April 9, 2026, the Company issued a news release announcing that Keith Marshall has agreed to stand for election to the Company’s Board at the Company’s AGM and that Messrs. Leavy and Gowan will not stand for re-election at the AGM. 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.

 

The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release dated April 9, 2026.
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: April 9, 2026

 

 

 

Exhibit 99.1

 

 

NEXMETALS ANNOUNCES BOARD OF DIRECTORS’ NOMINEES for its upcoming annual General Meeting of shareholders

 

Vancouver, British Columbia, April 9, 2026 NexMetals Mining Corp. (TSXV: NEXM) (NASDAQ: NEXM ) (the “Company” or “NEXM”) is pleased to announce that Mr. Keith Marshall has agreed to stand for election to the Company’s Board of Directors (the “Board”) at the annual general meeting of shareholders to be held on May 27, 2026 (the “AGM”).

 

Mr. Marshall is a mining engineer with over 45 years in the sector, the last 25 years of which were in senior leadership roles. Keith has developed a wealth of managerial and technical experience in all aspects of underground mining and operations. Mr. Marshall’s last two operational roles were both with Rio Tinto, with whom he worked for 22 years, as Managing Director of the Palabora Mining Company in South Africa and as President of the Oyu Tolgoi Project in Mongolia. Mr. Marshall holds a mining engineering degree from the Royal School of Mines at Imperial College London.

 

Following the AGM, the Board intends to appoint Mr. Marshall to the Board’s Safety, Sustainability and Technical Committee (“SSTC”) which will be comprised of Co-Chairs Mr. Warwick Morley-Jepson and Ms. Philipa Varris, along with Mr. Marshall.

 

The Company also announces that Mr. Chris Leavy and Mr. James Gowans have advised the Board that they will not be standing for re-election at the AGM.

 

“We are pleased that Keith has agreed to stand for election to the Board,” said Paul Martin, Chairman of the Board. “Keith will bring significant operational and technical experience to the Company at a time when the Selebi and Selkirk projects are advancing from primarily an exploration focus to the pre-development studies stage. His mining background and experience will be extremely beneficial to the Company. I would also like to thank Jim and Chris for their counsel and guidance during their respective periods on the Board.”

 

The remaining seven nominees are currently members of the Board, being Paul Martin, Mark Christensen, Jason LeBlanc, Warwick Morley-Jepson, André van Niekerk, Philipa Varris and Sean Whiteford.

 

Additional details regarding the nominees will be set out in the Company’s Management Information Circular to be mailed to shareholders in connection with the AGM in the coming weeks. A copy of the management information circular will be available under the Company’s SEDAR+ profile at www.sedarplus.ca.

 

Equity Incentive Grants

 

In connection with the engagement of NH IR Advisory Corp. (“NH IR”) to provide investor relations and strategic advisory services (see news release dated March 19, 2026), the Company has granted Nisha Hasan, NH IR’s Principal, 44,800 incentive stock options to purchase common shares of the Company (the “Options”). The Options are exercisable for a period of five years at an exercise price of $3.30, representing the closing price of the common shares on the TSX Venture Exchange (“TSXV”) on the date prior to the date of grant (April 8, 2026). The Options will vest over a twelve-month period, with one-quarter vesting every three months from the date of grant.

 

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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- and Regulation S-K 1300-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, or

Nisha Hasan, Investor Relations

info@nexmetalsmining.com

1-866-794-NEXM (6396)

 

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.

 

Cautionary Note Regarding Forward-Looking Statements

 

This news release contains forward-looking statements” within the meaning of the United States federal securities laws and “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, “forward-looking information”) based on expectations, estimates and projections as at the date of this news release. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. For the purposes of this release, forward looking information includes, but is not limited to, the nominees to stand for election as directors of the Board at the Company’s annual general meeting of shareholders to be held on May 27, 2026; the Board’s intention to appoint Mr. Marshall to the SSTC; Mr. Marshall bringing significant operational and technical experience to the Company; and the Selebi and Selkirk projects advancing from primarily an exploration focus to the pre-development studies stage. These forward-looking statements, by their nature, require the Company to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, the possibility that one or more of the nominees may not be elected by shareholders at the AGM; the possibility that the Board may not appoint Mr. Marshall to the SSTC following the AGM or at all; the risk that new board members may not provide the anticipated operational or technical expertise or value to the Company; changes in the composition, skills or effectiveness of the Board and its committees; the ability of the Company to advance the Selebi and Selkirk projects from exploration to pre-development studies as anticipated; capital and operating costs varying significantly from estimates; the preliminary nature of drilling and metallurgical test results; the ability of exploration results to predict mineralization; the ability of the Company to implement its drilling, geoscience and metallurgical work on its properties and work plans generally; prefeasibility or the feasibility of mine production; delays in obtaining or failures to obtain required governmental, environmental or other project approvals; uncertainties relating to the availability and costs of financing needed in the future; changes in equity markets; inflation; fluctuations in commodity prices; delays in the development of projects; the other risks involved in the mineral exploration and development industry; and those risks set out in the Company’s filings with the U.S. Securities and Exchange Commission on EDGAR (www.sec.gov) and public disclosure record on SEDAR+ (www.sedarplus.ca), in each case, under NEXM’s issuer profile. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

 

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FAQ

What board changes did NexMetals Mining (NEXM) announce in this 8-K?

NexMetals announced that directors Chris Leavy and James Gowans will not stand for re-election at the May 27, 2026 AGM. The company stated their decisions were not due to any disagreement over operations, policies, or practices with NexMetals.

Who is Keith Marshall and what role is he expected to play at NexMetals (NEXM)?

Keith Marshall is a mining engineer with over 45 years of industry experience, including 22 years at Rio Tinto. He has agreed to stand for election to the Board and is intended to join the Safety, Sustainability and Technical Committee after the AGM.

When is NexMetals Mining Corp.’s 2026 annual general meeting scheduled?

NexMetals Mining Corp.’s annual general meeting of shareholders is scheduled for May 27, 2026. At this meeting, shareholders will vote on the slate of director nominees, including new nominee Keith Marshall and seven current board members standing for re-election.

What stock options did NexMetals (NEXM) grant in connection with investor relations services?

NexMetals granted 44,800 incentive stock options to Nisha Hasan of NH IR Advisory Corp. The options have a $3.30 exercise price, a five-year term, and vest over 12 months, with one-quarter vesting every three months from the grant date.

What projects are NexMetals Mining (NEXM) currently focused on developing?

NexMetals focuses on redeveloping the past-producing Selebi and Selkirk copper-nickel-cobalt-PGE mines in Botswana. The company highlights NI 43-101 and Regulation S-K 1300 compliant resource estimates and ongoing geophysics, drilling, and metallurgical programs to support future economic studies.

How does NexMetals describe the forward-looking nature of its project and governance plans?

NexMetals notes its statements about director nominees, committee appointments, and project advancement are forward-looking information. It cautions that actual outcomes may differ due to risks such as board election results, project progression, costs, financing availability, and regulatory approvals.

Filing Exhibits & Attachments

5 documents