Condire Management and affiliates report a 9.9% passive stake in NexMetals Mining Corp. They beneficially own 3,549,075 Common Shares, including shares issuable upon warrant exercise, as of the event date of December 31, 2025.
The percentage is calculated against 35,526,283 Common Shares outstanding or issuable, based on the issuer’s prior filings and a recent public offering. A blocker agreement caps Condire Resource’s combined holdings and warrant exercises below 10% of NexMetals’ outstanding Common Shares.
The reporting persons certify the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of NexMetals, other than activities tied to a nomination under Rule 240.14a-11.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NexMetals Mining Corp.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
65346E204
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
65346E204
1
Names of Reporting Persons
Condire Management, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,549,075.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,549,075.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,549,075.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: These common shares ("Common Shares") are held (or issuable upon the exercise of warrants ("Warrants") held) for the account of Condire Resource Master Partnership, LP, a Cayman Islands exempted limited partnership ("Condire Resource"). Condire Management, LP, a Texas limited partnership ("Condire Management"), acts as investment manager to, and manages investment and trading accounts of, Condire Resource. As such, Condire Management may be deemed an indirect beneficial owner of securities held by Condire Resource.
Calculation is based upon 35,526,283 Common Shares outstanding or issuable upon the exercise of the Warrants held by Condire Resource as of December 31, 2025, which is comprised of (i) 21,455,608 Common Shares outstanding as of November 13, 2025, as reported on NexMetals Mining Corp's (the "Issuer") Quarterly Report on Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 13, 2025, (ii) 14,035,100 Common Shares underlying the units issued in the Issuer's "best efforts" public offering that closed on November 17, 2025, and (iii) 35,575 Common Shares issuable upon the exercise of the Warrants held by Condire Resource, which are subject to a "blocker" agreement (the "Blocker") that limits the combined shareholdings of Condire Resource and its affiliates in the Issuer to less than 10% of the then-outstanding Common Shares of the Issuer. The calculation excludes 3,477,925 Common Shares underlying the Warrants held by Condire Resource, the exchange and exercise of which are subject to the Blocker's limitations.
SCHEDULE 13G
CUSIP No.
65346E204
1
Names of Reporting Persons
Condire Management GP Holdings, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,549,075.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,549,075.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,549,075.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: These common shares ("Common Shares") are held (or issuable upon the exercise of warrants held) for the account of Condire Resource Master Partnership, LP, a Cayman Islands exempted limited partnership ("Condire Resource"). Condire Management, LP, a Texas limited partnership ("Condire Management"), acts as investment manager to, and manages investment and trading accounts of, Condire Resource. Condire Management GP Holdings, LLC, a Texas limited liability company ("Condire Management GP"), serves as the general partner of Condire Management. As such, Condire Management GP may be deemed an indirect beneficial owner of securities held by Condire Resource.
Calculation is based upon 35,526,283 Common Shares outstanding or issuable upon the exercise of the Warrants held by Condire Resource as of December 31, 2025, which is comprised of (i) 21,455,608 Common Shares outstanding as of November 13, 2025, as reported on NexMetals Mining Corp's (the "Issuer") Quarterly Report on Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 13, 2025, (ii) 14,035,100 Common Shares underlying the units issued in the Issuer's "best efforts" public offering that closed on November 17, 2025, and (iii) 35,575 Common Shares issuable upon the exercise of the Warrants held by Condire Resource, which are subject to a "blocker" agreement (the "Blocker") that limits the combined shareholdings of Condire Resource and its affiliates in the Issuer to less than 10% of the then-outstanding Common Shares of the Issuer. The calculation excludes 3,477,925 Common Shares underlying the Warrants held by Condire Resource, the exchange and exercise of which are subject to the Blocker's limitations.
SCHEDULE 13G
CUSIP No.
65346E204
1
Names of Reporting Persons
Ryan E. Schedler
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,549,075.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,549,075.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,549,075.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: These common shares ("Common Shares") are held (or issuable upon the exercise of warrants held) for the account of Condire Resource Master Partnership, LP, a Cayman Islands exempted limited partnership ("Condire Resource"). Condire Management, LP, a Texas limited partnership ("Condire Management"), acts as investment manager to, and manages investment and trading accounts of, Condire Resource. Condire Management GP Holdings, LLC, a Texas limited liability company ("Condire Management GP"), serves as the general partner of Condire Management, and Ryan E. Schedler is a managing member of Condire Management GP. As such, Mr. Schedler may be deemed an indirect beneficial owner of securities held by Condire Resource.
Calculation is based upon 35,526,283 Common Shares outstanding or issuable upon the exercise of the Warrants held by Condire Resource as of December 31, 2025, which is comprised of (i) 21,455,608 Common Shares outstanding as of November 13, 2025, as reported on NexMetals Mining Corp's (the "Issuer") Quarterly Report on Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 13, 2025, (ii) 14,035,100 Common Shares underlying the units issued in the Issuer's "best efforts" public offering that closed on November 17, 2025, and (iii) 35,575 Common Shares issuable upon the exercise of the Warrants held by Condire Resource, which are subject to a "blocker" agreement (the "Blocker") that limits the combined shareholdings of Condire Resource and its affiliates in the Issuer to less than 10% of the then-outstanding Common Shares of the Issuer. The calculation excludes 3,477,925 Common Shares underlying the Warrants held by Condire Resource, the exchange and exercise of which are subject to the Blocker's limitations.
SCHEDULE 13G
CUSIP No.
65346E204
1
Names of Reporting Persons
Bradley J. Shisler
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,549,075.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,549,075.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,549,075.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: These common shares ("Common Shares") are held (or issuable upon the exercise of warrants held) for the account of Condire Resource Master Partnership, LP, a Cayman Islands exempted limited partnership ("Condire Resource"). Condire Management, LP, a Texas limited partnership ("Condire Management"), acts as investment manager to, and manages investment and trading accounts of, Condire Resource. Condire Management GP Holdings, LLC, a Texas limited liability company ("Condire Management GP"), serves as the general partner of Condire Management, and Bradley J. Shisler is a managing member of Condire Management GP. As such, Mr. Shisler may be deemed an indirect beneficial owner of securities held by Condire Resource.
Calculation is based upon 35,526,283 Common Shares outstanding or issuable upon the exercise of the Warrants held by Condire Resource as of December 31, 2025, which is comprised of (i) 21,455,608 Common Shares outstanding as of November 13, 2025, as reported on NexMetals Mining Corp's (the "Issuer") Quarterly Report on Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission on November 13, 2025, (ii) 14,035,100 Common Shares underlying the units issued in the Issuer's "best efforts" public offering that closed on November 17, 2025, and (iii) 35,575 Common Shares issuable upon the exercise of the Warrants held by Condire Resource, which are subject to a "blocker" agreement (the "Blocker") that limits the combined shareholdings of Condire Resource and its affiliates in the Issuer to less than 10% of the then-outstanding Common Shares of the Issuer. The calculation excludes 3,477,925 Common Shares underlying the Warrants held by Condire Resource, the exchange and exercise of which are subject to the Blocker's limitations.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
NexMetals Mining Corp.
(b)
Address of issuer's principal executive offices:
3123-595 Burrard Street Vancouver, A1, V7X 1J1
Item 2.
(a)
Name of person filing:
This Schedule is being filed on behalf of each of the following persons (each, a "Reporting Person" and collectively, the "Reporting Persons"):
(i) Condire Management, LP ("Condire Management");
(ii) Condire Management GP Holdings, LLC ("Condire Management GP");
(iii) Ryan E. Schedler ("Mr. Schedler"); and
(iv) Bradley J. Shisler ("Mr. Shisler").
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is 1717 McKinney Ave., Suite 850, Dallas, Texas 75202.
(c)
Citizenship:
(i) Condire Management is a Texas limited partnership;
(ii) Condire Management GP is a Texas limited liability company;
(iii) Mr. Schedler is a citizen of the United States of America; and
(iv) Mr. Shisler is a citizen of the United States of America.
(d)
Title of class of securities:
Common Shares, no par value
(e)
CUSIP No.:
65346E204
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(b)
Percent of class:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The information contained in Items 2 and 4 of this Schedule 13G is incorporated herein by reference.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Mr. Schedler and Mr. Shisler are filing this Schedule 13G as control persons in respect of shares beneficially owned by Condire Management, an investment adviser as described in SS 240.13d-1(b)(1)(ii)(E).
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Condire Management, LP
Signature:
/s/ Ryan E. Schedler
Name/Title:
Ryan E. Schedler, Managing Member of Condire Management GP Holdings, LLC, the General Partner of Condire Management, LP
Date:
02/03/2026
Signature:
/s/ Bradley J. Shisler
Name/Title:
Bradley J. Shisler, Managing Member of Condire Management GP Holdings, LLC, the General Partner of Condire Management, LP
What ownership stake in NexMetals Mining Corp. does Condire Management report?
Condire Management and related reporting persons report beneficial ownership of 3,549,075 NexMetals Mining Corp. Common Shares, representing 9.9% of the class. This figure includes shares issuable upon warrant exercise, subject to a blocker that keeps total holdings below 10% of outstanding Common Shares.
How was the 9.9% ownership percentage in NEXM Common Shares calculated?
The 9.9% ownership is based on 35,526,283 Common Shares outstanding or issuable as of December 31, 2025. This total includes 21,455,608 shares outstanding, 14,035,100 shares from a public offering, and 35,575 shares issuable upon Condire Resource’s warrants.
What is the blocker agreement affecting Condire’s NexMetals warrants?
A blocker agreement limits the combined shareholdings of Condire Resource and its affiliates to less than 10% of NexMetals’ outstanding Common Shares. Because of this, 3,477,925 Common Shares underlying Condire Resource’s warrants are excluded from the beneficial ownership calculation.
Who are the reporting persons in the NexMetals Mining Corp. Schedule 13G?
The reporting persons are Condire Management, LP, Condire Management GP Holdings, LLC, and individuals Ryan E. Schedler and Bradley J. Shisler. Condire Management advises Condire Resource Master Partnership, LP, which holds the NexMetals Common Shares and related warrants.
Is Condire’s NexMetals stake reported as passive or for control purposes?
The stake is reported as passive. The reporting persons certify the securities were acquired and are held in the ordinary course of business, not to change or influence control of NexMetals, except for activities solely in connection with a nomination under Rule 240.14a-11.
What role do Ryan E. Schedler and Bradley J. Shisler play in this NexMetals filing?
Both Ryan E. Schedler and Bradley J. Shisler are managing members of Condire Management GP Holdings, LLC. They may be deemed indirect beneficial owners of securities held by Condire Resource and sign the certification and signature blocks for the Schedule 13G filing.
