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NexMetals Mining (NASDAQ: NEXM) shareholders approve AGM items and director DSU grants

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

NexMetals Mining Corp. held its 2026 annual general meeting, where shareholders approved all three proposals on the agenda. Eight directors were elected, each receiving about 95% of votes cast in favour, indicating broad support for the existing board slate.

Shareholders also re-appointed MNP LLP as the company’s auditor for the ensuing year, with about 99.89% of votes in favour, and approved NexMetals’ omnibus equity incentive plan with roughly 93.53% support. Following the meeting, the company granted an aggregate of 153,100 deferred share units to directors at a deemed price of $4.55 per unit, covering past services in early 2026 and compensation for the 2026–2027 board term.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
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.
Director support example 10,886,408 votes (95.06%) for Paul Martin Election as director at 2026 annual meeting
Auditor re-appointment support 11,439,537 votes (99.89%) in favour Re-appointment of MNP LLP as auditor
Equity plan approval 10,710,691 votes (93.53%) in favour Approval of omnibus equity incentive plan
Director DSUs granted 153,100 DSUs Granted to directors effective May 27, 2026
DSU deemed price $4.55 per DSU 90-day VWAP on TSX Venture Exchange as of May 21, 2026
DSUs for prior services 41,000 DSUs Director services from January 1, 2026 to May 27, 2026
DSUs for 2026–2027 term 112,100 DSUs Director compensation for 2026–2027 term
omnibus equity incentive plan financial
"an ordinary resolution confirming and approving the Company’s omnibus equity incentive plan"
A single, company-wide plan that lets a business grant different kinds of stock-based pay — such as stock options, shares that vest over time, or other equity awards — to employees, directors and consultants. It matters to investors because it determines how much of the company can be paid out in shares, how quickly those shares enter the market, and how well employees are motivated to grow the business; think of it as a toolbox or menu for paying with ownership stakes that can dilute existing holders and affect company performance.
deferred share units financial
"an aggregate of 153,100 deferred share units (“DSUs”) were granted to directors"
Deferred share units are promises that give an executive or director the right to receive company shares or their cash value at a future date, often when they retire or leave the company. Think of them as a paycheck held in a savings account that converts into stock later; they matter to investors because they tie pay to long-term performance, create potential future dilution of shares, and represent a delayed cash or share obligation the company must eventually fulfill.
90-Day volume weighted average price financial
"granted at a deemed price of $4.55 per DSU, representing the 90-Day volume weighted average price"
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.
NI 43-101 regulatory
"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.
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false 0000795800 0000795800 2026-05-27 2026-05-27 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): May 27, 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 5.07 Submission of Matters to a Vote of Security Holders.

 

On May 27, 2026, NexMetals Mining Corp. (the “Company”) held its annual general meeting of shareholders (the “Annual Meeting”), at which three proposals were submitted to the Company’s shareholders. A quorum was present for the Annual Meeting. The eight director nominees were elected and all other matters were approved by shareholders. The voting results with respect to each matter are set out below.

Resolution #1

 

To elect eight (8) directors of the Company for the ensuing year.

 

Name  Votes For  Percentage For  Votes Withheld  Percentage Withheld
Paul Martin  10,886,408  95.06%  565,468  4.94%
Mark Christensen  10,889,013  95.08%  562,863  4.92%
Jason LeBlanc  10,889,013  95.08%  562,863  4.92%
Keith Marshall  10,886,408  95.06%  565,468  4.94%
Warwick Morley-Jepson  10,886,208  95.06%  565,668  4.94%
André van Niekerk  10,885,858  95.06%  566,018  4.94%
Philipa Varris  10,885,858  95.06%  566,018  4.94%
Sean Whiteford  10,888,663  95.08%  563,213  4.92%

 

Resolution #2

 

To appoint the independent auditor of the Company for the ensuing year and to authorize the directors of the Company to fix the remuneration to be paid to the auditor.

 

   Number of Votes  Percentage of Votes
Votes in Favour  11,439,537  99.89%
Votes Withheld  12,339  0.11%

 

Resolution #3

 

To consider and, if thought advisable, pass, with or without variation, an ordinary resolution confirming and approving the Company’s omnibus equity incentive plan.

 

   Number of Votes  Percentage of Votes
Votes in Favour  10,710,691  93.53%
Votes Against  741,185  6.47%

 

Item 7.01 Regulation FD Disclosure.

 

On May 27, 2026, the Company issued a news release reporting the voting results from the Annual Meeting. 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 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1*   Press Release dated May 27, 2026.
104   Cover Page Interactive Data File (embedded within Inline XBRL document).

 

* Furnished herewith.

 

 

 

 

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: May 27, 2026

 

 

 

 

 

Exhibit 99.1

 

 

NEXMETALS ANNOUNCES RESULTS OF

annual General Meeting of shareholders

 

Vancouver, British Columbia, May 27, 2026 – NexMetals Mining Corp. (TSXV: NEXM) (NASDAQ: NEXM) (the “Company” or “NEXM”) is pleased to announce the results of its 2026 Annual General Meeting of Shareholders (the “Meeting”) held earlier today. All proposed resolutions, set out in the Company’s notice of meeting and management information circular dated April 23, 2026, were approved.

 

Shareholders elected Paul Martin (Chairman), Mark Christensen, Jason LeBlanc, Keith Marshall, Warwick Morley-Jepson, André van Niekerk, Philipa Varris and Sean Whiteford to the board of directors, each to hold office until the next annual meeting of shareholders or until their successors are duly elected or appointed. Shareholders further approved the re-appointment of MNP LLP as the Company’s auditors for the ensuing year and approved the Company’s Omnibus Equity Incentive Plan (the “Plan”).

 

Additional voting details will be provided in a Report of Voting Results to be filed by the Company on SEDAR+.

 

Following the Meeting, an aggregate of 153,100 deferred share units (“DSUs”) were granted to directors of the Company effective May 27, 2026 pursuant to the Plan. The DSUs have been granted at a deemed price of $4.55 per DSU, representing the 90-Day volume weighted average price of the Company’s shares on the TSX Venture Exchange as of May 21, 2026. Of the total DSUs granted, 41,000 DSUs were granted in respect of director services provided from January 1, 2026 to May 27, 2026, with the remaining 112,100 DSUs granted in respect of director compensation for the 2026–2027 term commencing following the Meeting.

 

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

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.

 

1

 

Source: View Original Filing on SEC EDGAR

FAQ

What did NexMetals Mining Corp. (NEXM) shareholders approve at the 2026 AGM?

Shareholders approved all three resolutions at the 2026 AGM, including director elections, auditor re-appointment, and the omnibus equity incentive plan. This confirms support for the current board, governance structure, and long-term incentive framework used to compensate directors and key personnel.

How strong was voting support for NexMetals (NEXM) directors at the 2026 meeting?

Each of the eight NexMetals director nominees received about 95% of votes cast in favour, with roughly 5% withheld. This high backing suggests broad shareholder confidence in the company’s leadership and oversight heading into the next year of exploration and development work.

Was NexMetals Mining Corp.’s omnibus equity incentive plan approved?

Yes, NexMetals’ omnibus equity incentive plan was approved with about 93.53% of votes in favour and 6.47% against. The plan underpins share-based compensation, aligning director and employee interests with shareholders through instruments like deferred share units and other equity awards.

What auditor did NexMetals (NEXM) shareholders appoint for the next year?

Shareholders approved the re-appointment of MNP LLP as NexMetals’ independent auditor, with approximately 99.89% of votes in favour. This decision maintains continuity in the company’s external audit oversight and financial reporting review for the upcoming fiscal period.

What equity awards did NexMetals directors receive after the 2026 AGM?

Following the meeting, NexMetals granted 153,100 deferred share units to directors at a deemed price of $4.55 per unit. A portion covers services from January 1 to May 27, 2026, with the remainder representing compensation for the 2026–2027 board term.

How was the $4.55 price for NexMetals’ deferred share units determined?

The $4.55 deemed price per deferred share unit equals the 90-day volume weighted average price of NexMetals’ shares on the TSX Venture Exchange as of May 21, 2026. Using VWAP links director awards to an averaged market price over a defined period.

Filing Exhibits & Attachments

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Press Releases

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