false
0000795800
0000795800
2025-07-23
2025-07-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): July 23, 2025
NEXMETALS
MINING CORP.
(Exact
name of registrant as specified in its charter)
Ontario,
Canada
(State
or other jurisdiction of incorporation)
| 001-42750 |
|
N/A00-0000000 |
| (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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
July 23, 2025, NexMetals Mining Corp. (the “Company”) appointed Philipa Varris to its Board of Directors (the “Board”),
effective immediately. Ms. Varris will serve as an independent director and Chair of the Company’s Sustainability Committee.
Ms.
Varris succeeds Norman MacDonald, who retired from the Board effective the same day. Mr. MacDonald’s departure was not the result
of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Ms.
Varris brings over 25 years of leadership experience in environmental, health, safety, and community management (ESG) across the mining
sector, with roles in Africa, Australasia, and Latin America. She holds a Master of Science in Natural Resources from Curtin University
and is a Chartered Environmental Professional with AusIMM. She currently serves as Head of Sustainability and Impact at Oryx Global Partners
Limited since 2024, and previously held senior ESG roles at Horizonte Minerals from 2022 to 2024, Golden Star Resources from 2011 to
2022, and others. She is also a non-executive director of Mkango Resources Limited.
Following
this appointment, the Company’s Board remains comprised of eight directors: Paul Martin (Chair), Philipa Varris, André van
Niekerk, Chris Leavy, James Gowans, Jason LeBlanc, Mark Christensen, and Morgan Lekstrom.
Item
7.01 Regulation FD Disclosure.
On
July 23, 2025, the Company issued a press release announcing the appointment of Philipa Varris and retirement of Norman MacDonald to
its Board. 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 this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished pursuant to Item 5.02 and
shall not be deemed to be filed for purposes of Section 18 of 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 or the Exchange Act, whether made before
or after the date hereof and regardless of any general incorporation language in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated July 23, 2025 (furnished herewith pursuant to Item 7.01). |
| 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:
July 29, 2025
