NexMetals Mining Corp. (Form: 8-K, Received: 12/18/2025 16:01:01)

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/A

(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

Exhibit 10.1

Transition Agreement between Morgan Lekstrom (the “Executive”) and NexMetals Mining Corp. (the “Company”) dated as of December 13, 2025.

WHEREAS:

	A.	The Executive has served as the Company’s Chief Executive Officer (“CEO”) and a member of its board of directors (the “Board”) since March 18, 2025 pursuant to the terms of an Executive Employment Agreement dated March 18, 2025 (the “Employment Agreement”);

	B.	The Executive and the Company (collectively, the “Parties”) have mutually agreed that the CEO will resign as the Company’s CEO but will remain on the Board;

	C.	The Parties have also mutually agreed that the Company will issue a press release announcing the transition on December 15, 2025 and that the Executive’s last day as the Company’s CEO will be January 31, 2026 (the “Last Day”); and

	D.	In recognition of the contributions the Executive has made to the Company and, notwithstanding the terms of the Employment Agreement, and in consideration for the attached Full and Final Release and Indemnity (the “Release”), the Company and the Executive have mutually agreed that the Executive’s employment relationship with the Company will end on the terms and conditions set out below.

THE PARTIES AGREE AS FOLLOWS:

1.	The Company will pay the Executive all outstanding accrued wages and vacation earned but not taken, less all statutory deductions required by law, to the Last Day. The Company and the Executive acknowledge that there will be two (2) weeks of accrued wages for vacation earned but not taken as of the Last Day.

2.	The Company will pay the Executive a lump sum amount of CAD$500,000.00, less all statutory deductions required by law. For clarity, it is understood and agreed that this sum is inclusive of all monies owed upon termination of the Executive’s employment with the Company including, but not limited to, all statutory entitlements, all compensation in lieu of notice and any bonus or equity entitlements owed by the Company to the Executive under contract or at common law.

3.	All share options (“Options”) and restricted share units (“RSUs”) previously awarded to the Executive are set out in Schedule “A” hereto. The RSUs shall continue to vest in the ordinary course as long as the Executive continues to be a member of the Board or provides consulting services to the Company (or otherwise remains eligible under the Company’s Long-Term Incentive Plan).

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The Executive will continue as a member of the Board until the earlier of: (i) the date on which the Executive chooses to resign from the Board; and (ii) the date on which a majority of Board members vote in favour of a resolution requesting that the Executive resign from the Board, in which case the Executive agrees to sign a resignation from the Board within two (2) days of being notified of such resolution. The Executive further acknowledges that he is not an independent director as defined under the rules of the TSX-V and/or NASDAQ and, as such, will have restricted membership on the committees of the Board.

In the event the Executive elects to resign from the Board prior to November 18, 2028, the Company will provide the Executive 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 the Executive (the “Consulting Services Agreement”).

The Consulting Services Agreement will have a term starting immediately prior to the Executive’s resignation as a director and extending to November 18, 2028, during which term the RSUs shall continue to vest in accordance with their original grant terms. If the Executive elects not to enter into such consulting services agreement or if the Executive 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.

6.	In the event a majority of Board members vote in favour of a resolution requesting that the Executive resign from the Board:

	(a)	prior to November 18, 2026, the Company will provide the Executive with the opportunity to provide consulting services to the Company pursuant to the terms of the Consulting Services Agreement provided that such agreement will have a term starting immediately prior to the Executive’s resignation as a director and extending to November 18, 2026 and during which term the RSUs shall continue to vest in accordance with their original grant terms. Provided the Executive 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 immediately on such date and the Executive will be issued shares by the Company in settlement of such RSUs in accordance with the Company’s Long-Term Incentive Plan; and

	(b)	after November 18, 2026, any RSUs not yet vested at the date of the Executive’s resignation will accelerate and vest immediately on such date and the Executive will be issued shares by the Company in settlement of such RSUs in accordance with the Company’s Long-Term Incentive Plan.

7.	The Executive will have the right to exercise the Options for a period of twelve (12) months (subject to any earlier expiry date of any such Options) following the date on which he ceases to be either a member of the Board or providing consulting services to the Company.

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8.	In the event that that a Change of Control of the Company occurs on or before December 31, 2026, the Executive shall be entitled to receive an amount of C$685,000.00, 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 $500,000.00. For the purposes of this Agreement, “Change of Control” shall have the meaning ascribed to it in the Employment Agreement.

9.	The Company will reimburse the Executive for any valid outstanding business expenses properly submitted by January 15, 2026 for expenses incurred in 2025 and by February 15, 2026 for expenses incurred in 2026.

10.	The Company will work with the Executive on the content of a mutually agreeable public communication to Company employees and on a broader public press release to reflect the transition of his role as CEO and, when it occurs, resignation as a director.

11.	The Executive shall be entitled to reimbursement up to CAD$5,000 for legal expenses incurred by the Executive in connection with the negotiation and entering into of this Agreement.

12.	In exchange for the payments and other consideration outlined above, the Executive agrees to the terms and conditions set out in the Release attached as Schedule “B” hereto and to sign and return such Release with an executed copy of this Transition Agreement.

13.	The Executive acknowledges and agrees to abide by his ongoing obligations that continue to exist even after the end of his employment including his compliance with the non-competition, non-solicitation, and confidentially provisions contained in Article 5 of the Executive Employment Agreement dated March 18, 2025.

14.	The Company and the Executive mutually agree to refrain from making or publishing any statements or comments that are, directly or indirectly, disparaging, defamatory or injurious of the other.

15.	The Executive agrees to return all Company property including all keys, files, records (and copies thereof), equipment (including, but not limited to, laptop and computer, cellphone, etc.), Company identification and any other Company-owned property in his possession or control to Brett MacKay, Senior Vice President and Chief Financial Officer unless specifically waived by the Company in writing.

16.	The Parties acknowledge and agree that this Transition Agreement and the Release shall be governed by the laws of the Province of Ontario and the laws of Canada that may be applicable.

17.	The Executive acknowledges by signing this Transition Agreement and the Release that the Executive understands and appreciates the terms contained therein and has obtained independent legal advice. The Executive further confirms that this Transition Agreement and the Release constitute the entire agreement between the Parties with respect to the matters relating to the Executive’s employment and termination of employment with the Company.

18.	This Transition Agreement and the Release may be executed by the Parties by electronic signature, by facsimile or email transmission and will have the same force and effect as an original executed version. The Parties agree that this Transition Agreement and the Release may be executed in any number of counterparts with the same effect as if all the Parties had signed the same documents. Each counterpart is as valid and binding on all Parties as every other counterpart, and all counterparts shall be construed together to constitute one agreement.

Dated at Toronto this 13th day of December, 2025

NexMetal Mining Corp.

/s/ Paul Martin
Paul Martin, Chairman of the Board

Dated at Toronto this 13th day of December, 2025

/s/ Morgan Lekstrom
Morgan Lekstrom

Exhibit 99.1

NexMetals Initiates CEO Succession Plan

Vancouver, British Columbia, December 15, 2025 – NexMetals Mining Corp. (TSXV: NEXM) (Nasdaq: NEXM) (“NEXM” or the “Company”) announces 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 of directors (the “Board”). Mr. Sean Whiteford, who currently serves as President of the Company, will be appointed as the Company’s Chief Executive Officer.

During his tenure, Mr. Lekstrom drove the successful completion of the Company’s 2025 restructuring and has been instrumental in strengthening NEXM’s foundation for advancing its projects in Botswana. He led the raising of over $145 million, which included the equity conversion of the $20.8 million term loan provided by EdgePoint Investment Group Inc. and directed a portion of the proceeds toward the prepayment of the US$25 million asset purchase agreement milestone payment which secured title to both the Selebi and Selkirk assets. Mr. Lekstrom also led the Company as it advanced the technical evaluations on its Selebi and Selkirk projects including the ongoing deep drilling program and key metallurgical breakthrough at Selebi, expansion drilling programs, and the continued progression of initial economic studies for both properties expected to be completed in 2026.

Incoming CEO Mr. Whiteford 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 NEXM. As President, he has helped guide the Company’s strategic direction and provided oversite on all aspects of the Botswana projects. Mr. Whiteford started his career with BHP and has held senior and executive positions with Rio Tinto and Cliffs Natural Resources.

On behalf of the Board, Paul Martin, Chairman of the Board, said “Mr. Lekstrom joined the Company at a particularly challenging point in its history and in a very short time has re-energized the potential and profile of our organization and our Botswana projects. We look forward to his continued contributions as a board member and thank him for overseeing and executing on the many achievements accomplished in 2025”. Mr. Martin added “Mr. Whiteford has been with the Company for over three years and has been working closely with Mr. Lekstrom over the past nine months. His extensive technical experience, and in-depth understanding of the assets, and the country that we operate in, makes him the ideal successor as we continue our drilling programs and move into the next phase of the projects’ advancement, including the completion of our initial economic studies for Selebi and Selkirk”.

Mr. Lekstrom stated “After being appointed as CEO, my goal was to change the trajectory of the Company financially and align the technical execution with a renewed growth path, which we successfully accomplished in a very short period of time. As a part of the original strategy, I highlighted the importance of strengthening our leadership team and identifying the right person to guide the Company through the technical growth phases for these assets. I am proud to say that we have achieved our objectives ahead of schedule and the Company is now in a very strong position to execute on the many major milestones coming in 2026. Sean, with his team’s commitment and expertise, has been instrumental in positioning the technical side of NEXM for this next phase of growth and I strongly support Sean’s transition in as the new CEO. I look forward to continuing to support the Company’s strategic direction as a member of the Board as we execute on the next chapter of growth.”

About NexMetals Mining Corp.

NexMetals Mining Corp. is a mineral exploration and development company that is focused on the redevelopment of the previously producing copper, nickel and cobalt resources mines owned by the Company in the Republic of Botswana.

NexMetals is committed to governance through transparent accountability and open communication within our team and our stakeholders. NexMetals’ team brings extensive experience across the full spectrum of mine discovery and development. Collectively, the team has contributed to dozens of projects, including work on the Company’s Selebi and Selkirk mines. Senior team members each have on average, more than 20 years of experience spanning geology, engineering, operations, and project development.

For further information about NexMetals Mining Corp., please contact:

Paul Martin

Chairman

pmartin@nexmetalsmining.com

Jaclyn Ruptash

V.P., Communications and Investor Relations

jaclyn@nexmetalsmining.com

1-833-770-4334

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.

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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 implementation of the objectives, goals and future plans of the Company. 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, 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.