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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): December 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/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.
Resignation
of Chief Executive Officer
As
previously disclosed, NexMetals Mining Corp. (the “Company”) entered into that certain Executive Employment Agreement with
Morgan Lekstrom on March 18, 2025 (the “Employment Agreement”), pursuant to which Mr. Lekstrom agreed to serve as the Company’s
Chief Executive Officer and member of the board of directors of the Company (the “Board”). On December 12, 2025, the Company
and Mr. Morgan Lekstrom mutually agreed that Mr. Lekstrom would cease to serve as Chief Executive Officer of the Company effective January
31, 2026, but will continue to serve as a member of the Board.
In
connection with above, Mr. Lekstrom and the Company entered into a Transition Agreement dated December 14, 2025 (the “Transition
Agreement”). Pursuant to the Transition Agreement, Mr. Lekstrom will be paid all outstanding accrued wages and vacation earned
but not taken to January 31, 2026, plus a lump sum of CAD$500,000. Further, in the event that that a Change of Control (as defined in
the Employment Agreement) of the Company occurs on or before December 31, 2026, Mr. Lekstrom will be entitled to receive an amount of
CAD$685,000, being the difference between the amount he would have received had his employment with the Company been terminated within
eighteen (18) months of a Change of Control pursuant to the terms of the Employment Agreement and CAD$500,000.00.
All
share options (“Options”) previously awarded to Mr. Lekstrom were vested as at the date of the Transition Agreement. Mr.
Lekstrom will have the right to exercise the Options for a period of twelve (12) months following the date on which he ceases to be either
a member of the Board or providing consulting services to the Company. All restricted share units (“RSUs”) previously awarded
to Mr. Lekstrom shall continue to vest in the ordinary course as long as Mr. Lekstrom continues to be a member of the Board or provides
consulting services to the Company.
Pursuant
to the Transition Agreement, if Mr. Lekstrom elects to resign from the Board prior to November 18, 2028, the Company will provide Mr.
Lekstrom with the opportunity to provide consulting services to the Company following his term as a member of the Board pursuant to the
terms of a consulting services agreement to be entered into which will allow the Company, on an as-needed basis at an hourly rate of
CAD$500.00, to request the services of Mr. Lekstrom to November 18, 2028, during which term the RSUs shall continue to vest in accordance
with their original grant terms. If Mr. Lekstrom elects not to enter into such consulting services agreement or if Mr. Lekstrom elects
to terminate such consulting services agreement prior to November 18, 2028, any vested RSUs will be settled through the issuance of shares
by the Company and any RSUs not yet vested will be cancelled.
In
the event a majority of Board members vote in favour of a resolution requesting that Mr. Lekstrom resign from the Board prior to November
18, 2026, the Company will provide Mr. Lekstrom with the opportunity to provide consulting services to the Company following his term
as a member of the Board pursuant to the terms of a consulting services agreement to be entered into which will allow the Company, on
an as-needed basis at an hourly rate of CAD$500.00, to request the services of Mr. Lekstrom to November 18, 2026, and during which term
the RSUs shall continue to vest in accordance with their original grant terms. Provided Mr. Lekstrom does not terminate the consulting
services agreement prior to November 18, 2026, any RSUs not yet vested at November 18, 2026, will accelerate and vest and will be settled
through the issuance of shares by the Company.
The
Transition Agreement contains customary indemnification and release provisions. The foregoing summary is qualified in its entirety by
reference to the Transition Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and which is incorporated
herein by reference.
Appointment
of New Chief Executive Officer
On
December 12, 2025, the Board approved the appointment of Mr. Sean Whiteford as Chief Executive Officer effective January 31, 2026. Mr.
Whiteford, age 57, brings over 30 years of experience in exploration, operational and business development roles across a wide range
of commodities and geographies, including most recently as President of the Company. As President since March 2023, he has helped guide
the Company’s strategic direction and provided oversite on all aspects of the Botswana projects. From April 2009 to March 2016,
he held senior executive roles at Cliffs Natural Resources Inc., including Vice President of Exploration and Vice President of Eastern
Canada Operations. Earlier in his career, Mr. Whiteford held senior technical and operational positions with Rio Tinto and began his
professional career with BHP Group Limited.
In
addition to his executive experience, Mr. Whiteford served as a director of the Company from June 2022 to March 2023 and previously served
as a director of Zenyatta Ventures from January 2017 to April 2018. Mr. Whiteford holds a Bachelor of Science degree in Geology from
the University of Windsor, is a member of the Australian Institute of Mining and Metallurgy, and has completed the Advanced Management
Program at Columbia Business School.
There
is no family relationship between Mr. Whiteford and any director or executive officer of the Company. There are no transactions between
Mr. Whiteford and the Company that would be required to be reported under Item 404(a) of Regulation S-K of the Securities Exchange Act
of 1934, as amended.
Item
8.01 Other Events.
On
December 15, 2025, the Company issued a news release announcing that, following a transitional period, effective January 31, 2026, Mr.
Morgan Lekstrom will be stepping down as Chief Executive Officer and will continue to serve the Company on the 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1* |
|
Transition Agreement dated December 14, 2025, by and between the Company and Morgan Lekstrom. |
| |
|
|
| 99.1 |
|
Press Release dated December 15, 2025. |
| |
|
|
| 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:
December 18, 2025
