NexMetals Mining Corp. (Form: 8-K, Received: 02/13/2026 16:01:39)

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): February 9, 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/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 Morgan Lekstrom from the Board

On February 9, 2026, Morgan Lekstrom resigned from the board of directors (the “Board”) of NexMetals Mining Corp. (the “Company”), effective immediately. Mr. Lekstrom’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

In connection with his resignation from the Board, the Company entered into a consulting services agreement with Mr. Lekstrom dated February 9, 2026 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Lekstrom will provide advisory and consulting services to the Company on an as-needed basis as an independent contractor.

Under the terms of the Consulting Agreement, Mr. Lekstrom is entitled to an hourly consulting fee of CA$500, invoiced monthly and payable within ten days of receipt. Reasonable expenses may be reimbursed if pre-approved by the Company. The Consulting Agreement will terminate on November 18, 2026, unless earlier terminated by either party in accordance with its terms. The Consulting Agreement includes customary provisions relating to confidentiality, intellectual property ownership, indemnification, and non-conflict obligations.

The Consulting Agreement was entered into pursuant to the terms of a previously disclosed transition arrangement between the Company and Mr. Lekstrom. The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Reappointment of Sean Whiteford to the Board

Concurrently with Mr. Lekstrom’s resignation from the Board, Sean Whiteford, the Company’s Chief Executive Officer, was reappointed to the Board on February 9, 2026, to fill the vacancy. There is no arrangement or understanding between Mr. Whiteford and any other person pursuant to which Mr. Whiteford was appointed as a director. No changes have been made to that certain Consulting Services Agreement dated January 14, 2026, by and between the Company, Elkam Consulting Ltd. and Mr. Whiteford, which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 20, 2026. Please refer to the Company’s Current Report on Form 8-K filed on January 20, 2026 for further details.

Item 8.01 Other Events.

On February 2, 2026, the Company issued a press release announcing the appointment of David Eichenberg as Vice President, Geology. On February 9, 2026, the Company issued a press release announced the resignation of Morgan Lekstrom from the board of directors and the reappointment of Sean Whiteford to the Board. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated February 2, 2026
99.2		Press Release dated February 9, 2026
10.1		Consulting Services Agreement dated February 9, 2026 between the Company and Morgan Lekstrom
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/ Brett MacKay
		Brett MacKay
		Chief Financial Officer

Date: February 13, 2026

Exhibit 99.1

NexMetals Appoints David Eichenberg as Vice President, Geology and

Grants Equity Incentive Awards

Vancouver, British Columbia, February 2, 2025 – NexMetals Mining Corp. (TSXV: NEXM) (Nasdaq: NEXM) (“NEXM” or the “Company”) is pleased to announce that it has appointed Mr. David Eichenberg as Vice President, Geology, effective immediately. The Company also announces that it has granted equity incentive awards to certain officers, employees and consultants pursuant to the Company’s Omnibus Equity Incentive Plan (the “Plan”).

Mr. Eichenberg is a veteran Geoscientist and leader with 28 years of global experience in mining, study-level projects, exploration and project generative roles. He has held senior technical leadership roles with De Beers and Rio Tinto. Most notably, he served as Chief Geoscientist and Qualified Person at the Diavik Mine, where he led technical operations with care and controlled the resource through multiple open-pit and underground mine developments. David’s extensive international portfolio spans Canada, Democratic Republic of Congo, Namibia, Botswana, South Africa, and Madagascar, where he generated targets and led exploration projects focused on copper, nickel, diamonds, uranium, heavy minerals, and iron ore. He is recognized for building high performing technical teams to deliver the critical data needed to advance projects and support mine operations. Throughout his career, David has remained committed to technical and safe operational excellence while delivering the quality data and clarity needed for organizations to make next-step decisions.

Sean Whiteford, CEO of the Company, commented: “David brings deep technical expertise and operational experience across both exploration and producing assets. His track record of building disciplined geological teams and advancing projects with high quality data aligns directly with our strategy as we continue to derisk these assets. We are very pleased to welcome him to NexMetals.”

Equity Incentive Grants

The Board of Directors has approved the grant of restricted share units (“RSUs”) representing an aggregate of 134,300 common shares to certain officers, employees and consultants. Of this amount, 47,800 RSUs will vest on the first anniversary of the date of grant. The remaining 86,500 RSUs will vest as to one half on the second anniversary of the date of grant and one half on the third anniversary of the date of grant. The RSUs were granted at a deemed price of $5.80, representing the 10-Day volume weighted average price of the Company’s shares on the TSX Venture Exchange as of January 27, 2026.

The Company has also granted 50,000 stock options of the Company (“Options”) to certain consultants pursuant to the Plan. The Options have an exercise price of C$8.00 per share, vest immediately, and have a two-year term from the date of grant.

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-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

swhiteford@nexmetalsmining.com

Jaclyn Ruptash

V.P., Communications and Investor Relations

jaclyn@nexmetalsmining.com

1-833-770-4334

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.

Exhibit 99.2

NexMetals Announces Board Resignation and Appointment

Vancouver, British Columbia, February 9, 2026 – NexMetals Mining Corp. (TSXV: NEXM) (Nasdaq: NEXM) (“NEXM” or the “Company”) announces that Morgan Lekstrom has submitted his resignation from the board of directors (the “Board”) effective immediately. Mr. Sean Whiteford, the Company’s Chief Executive Officer, has been reappointed to the Board filling the vacant Board seat. Mr. Whiteford previously served as a director on the Board from July 2022 to March 2023 before stepping off the Board to become President.

Mr. Lekstrom joined the Board in March 2025 and served as the Company’s Chief Executive Officer from that time until January 15, 2026. During his tenure, Mr. Lekstrom led the restructuring of the Company in 2025.

On behalf of the Board, Paul Martin, Chairman of the Board, said: “The Board thanks Mr. Lekstrom for the significant contributions he made during his time at NEXM and wishes him well in his future endeavours.”

About NexMetals Mining Corp.

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

Follow Us

X: https://x.com/NexMetalsCorp

LinkedIn: https://www.linkedin.com/company/NexMetalsMiningCorp

Facebook: https://www.facebook.com/NexMetalsMiningCorp

Exhibit 10.1

CONSULTING SERVICES AGREEMENT

THIS AGREEMENT is dated the 9th day of February, 2026.

B E T W E E N:

NexMetals Mining Corp.

(hereinafter referred to as the “Company” or “NEXM”)

– and –

Morgan Lekstrom

of the City of Vancouver in the Province of British Columbia

(hereinafter referred to as “Consultant”)

WHERAS:

The Consultant has served as a member of the Company’s board of directors (the “Board”) since March 18, 2025;

Pursuant to the terms and conditions of a Transition Agreement between the Consultant and the Company dated December 13, 2025 (the “Transition Agreement”), the Consultant and the Company agreed, among other things, that in certain circumstances (as set out in the Transition Agreement), the Company would provide the Consultant 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 which would allow the Company, on an as-needed basis, to request the services of the Executive;

Pursuant to the terms of an Agreement dated January 15, 2026, the Company and the Consultant agreed to the form of the consulting services agreement to be used;

The Consultant has chosen to resign from the Board; and

A majority of Board members have voted in favour of a resolution requesting that the Consultant resign from the Board; and

Pursuant to the terms of the Transition Agreement, the Company has provided the Consultant with the opportunity to provide consulting services to the Company and the Consultant desires to provide such consulting services to the Company. upon the terms and conditions contained in this consulting services agreement (this “Agreement”).

NOW THEREFORE it is hereby agreed as follows:

1.	Engagement and Acceptance of Duties

(a)

NEXM agrees to engage Consultant to provide advisory services as agreed to by NEXM and Consultant from time to time (“Services”), and Consultant agrees to accept such engagement.

(b)

Consultant agrees that all Services are to be performed by Consultant unless otherwise previously agreed to by NEXM in writing, and Consultant agrees to cause all individuals of Consultant providing Services to abide by the terms and conditions of this Agreement. Consultant agrees to be liable for any and all breaches of this Agreement by any and all individuals of Consultant providing Services hereunder.

(c)

Consultant is being engaged by NEXM as an independent contractor only. Nothing in this Agreement will or will be deemed, directly or indirectly, to constitute the parties as being partners, joint-venturers or in an employment relationship.

(d)

During the term of this Agreement, Consultant will report to the Chief Executive Officer of NEXM or to such other person that the Chief Executive Officer of NEXM determines.

(e)

Consultant shall ensure that Consultant is not at any time engaged in conduct which would constitute a conflict with the interests of NEXM, its subsidiaries, related companies and related corporations and any person related to any of the foregoing (within the meaning of the Income Tax Act (Canada)) (collectively, “NEXM Entities”). Consultant will, in the performance of Consultant’s duties, diligently, faithfully and honestly serve NEXM during the term of this Agreement, shall use Consultant’s best efforts to promote the interests of the NEXM Entities, and will perform such duties that are essential or conducive to efficient management in accordance with the rules and policies of NEXM.

(f)

NEXM acknowledges that Consultant provides and shall continue to provide services to other companies, provided that such services do not interfere or conflict with the performance of the duties and responsibilities undertaken in this Agreement.

2.	Compensation

In consideration of Consultant providing the Services, NEXM agrees to pay Consultant an hourly feeof CA$500.00 for providing the Services (the “Fees”) for the term of this Agreement.

All Fees accruing to Consultant hereunder shall be invoiced and paid monthly. All amounts due to Consultant hereunder are payable 10 days following the date the applicable invoice is received by NEXM.

3.	Expenses

Expenses will only be reimbursed by NEXM if such expenses have first been pre-approved by NEXM. NEXM shall pay for or reimburse Consultant for all reasonable, ordinary and necessary expenses incurred by Consultant in the ordinary course of Consultant’s engagement upon presentation by Consultant to NEXM of proper accounts, statements, invoices or receipts for such items, pursuant to NEXM’s travel and expense policies.

4.	NEXM Policies

Consultant agrees to abide by any and all NEXM policies applicable to Consultant.

5.	Deductions and Indemnity

NEXM has no responsibility to make deductions for, or to pay, benefits, health, welfare and pension costs, withholdings for income taxes, employment insurance premiums, workplace safety and insurance premiums, Canada Pension Plan premiums, payroll taxes, disability insurance premiums or other similar charges with respect to Consultant and Consultant covenants and agrees to be fully responsible for all such matters and shall indemnify NEXM for any costs incurred by NEXM arising as a result of Consultant’s failure to make such payments or remittances or NEXM’s omission in not making such deductions.

6.	Hours of Work

Consultant agrees to work such hours as are reasonably necessary in order for Consultant to perform its duties under this Agreement.

7.	Confidential Information

(a)

“Confidential Information” for purposes of this Agreement includes, without limitation, any confidential, proprietary or trade secret information about the NEXM Entities or as disclosed by any of the NEXM Entities pursuant to this Agreement, whether such information is oral or in writing or in any other fixed form, including information concerning any confidential data, business plans, business opportunities, goals and objectives, finances, research, developments, know-how, personnel or third party confidential information, customer information and related technical and business matters. Consultant acknowledges that certain of the material and information made available to Consultant by NEXM Entities in the performance of Consultant’s duties will be Confidential Information. Consultant recognizes that the Confidential Information is the sole and exclusive property of NEXM, and Consultant shall use Consultant’s best efforts and exercise utmost diligence to protect and maintain the confidentiality of the Confidential Information. Consultant shall not, directly or indirectly, use for itself or another, or disclose to another, any Confidential Information, whether or not acquired, learned, obtained or developed by Consultant alone or in conjunction with others, except as such disclosure or use may be required in connection with Consultant’s engagement or as may be consented to in writing by NEXM.

(b)

The Confidential Information is and shall remain the sole and exclusive property of NEXM regardless of whether such information was generated by Consultant or by others, and Consultant agrees that upon termination of this Agreement Consultant shall deliver promptly to NEXM all such tangible parts of the Confidential Information including records, data, notes, reports, proposals, client lists, correspondence, materials, marketing or sales information, computer programs, equipment, or other documents or property which are in the possession or under the control of Consultant without retaining copies thereof.

(c)

Consultant further covenants and agrees with NEXM that all instructions, drawings, notes, memoranda, inventions, patents and other industrial property relating to the business of the NEXM Entities made or conceived by it during the term hereof or which may come into Consultant’s possession and which relate to or embody any of the information, trade secrets or know-how referred to in this Agreement or any research done for NEXM shall be the exclusive property of NEXM.

(d)

Each of the foregoing obligations of Consultant in this clause shall also apply to any confidential information of customers, joint venture parties, contractors and other entities, of any nature whatsoever, with whom NEXM Entities have business relations.

(e)

Consultant shall not be liable for the disclosure or use of any of the Confidential Information to the extent that the Confidential Information:

(i)

is or has become generally available to the public;

(ii)

is or has been available to Consultant on a non-confidential basis prior to its being provided to Consultant by or on behalf of a NEXM Entity;

(iii)

is or has become available to Consultant on a non-confidential basis from any source (other than a NEXM Entity), provided that such source is not bound by a confidentiality or similar agreement with a NEXM Entity or any other person in respect of such information; or

(iv)

is required by law to be made available by Consultant on a non-confidential basis.

(f)

The covenants and agreements contained in this clause shall survive the termination of this Agreement and the consulting relationship with NEXM for an indefinite period.

8.	Title to Intellectual Property

For the purposes of this Agreement, “Intellectual Property” means all right, title, interest and benefit in and to all registered or unregistered world-wide trademarks, trade or brand names, service marks, commercial names and designations, copyrights, copyright applications, patents, inventions in all fields of human endeavour (which may or may not be patented), designs (including industrial designs and layout designs of semiconductor integrated circuits and integrated circuit topography), discoveries, concepts, improvements to inventions (whether patentable or not), licences, sub-licences, franchises, formulae, processes, proprietary information, ideas, plans, concepts, technical information, know-how, trade secrets, scientific discoveries, technology, technical data, source code, schematics, computer rights, proprietary business plans and related deal structures, and other intellectual or industrial property.

Consultant covenants and agrees with NEXM that Consultant will fully and freely communicate to NEXM, and Consultant hereby assigns to NEXM, all rights to Intellectual Property (“Intellectual Property Rights”) conceived or created by Consultant as a result of providing services pursuant to this Agreement. Consultant will, at the expense of NEXM if necessary, at all times (both during the term of this Agreement and at all times thereafter) assist NEXM or its respective assignees or nominees in every way to protect the rights of NEXM under this Agreement. Consultant will not disclose to any person, firm or company or use any such Intellectual Property Rights for Consultant’s own purposes or for any purposes other than those of NEXM. Consultant agrees to waive any moral rights in respect of the foregoing.

9.	Term and Termination

(a)

This Agreement will terminate on November 18, 2026.

(b)

NEXM may terminate this Agreement and Consultant’s engagement immediately upon the occurrence of any act or omission of Consultant which constitutes grounds for dismissal of an employee for just cause as that term is interpreted by the applicable employment and labour laws.

(c)

Consultant may terminate this Agreement and Consultant’s engagement by providing two (2) weeks’ notice of termination.

(d)

Upon termination of this Agreement:

(i)

NEXM’s obligations to Consultant under this Agreement shall terminate except for NEXM’s obligation to pay Consultant’s compensation and expenses in accordance with the terms of this Agreement, to the date of termination;

(ii)

Consultant’s obligations to NEXM under this Agreement shall terminate except those obligations which are specifically expressed to survive the termination of this Agreement; and

(iii)

The terms of the Transition Agreement shall continue to govern.

10.

Governing Law

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

11.

Severability

If any provision of this Agreement, or the application of such provision to any person or in any circumstance, shall be determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement, and the application of such provision to any person in any circumstance other than that to which it is held to be invalid, illegal or unenforceable, shall not be affected thereby.

12.

Amendments

Any amendments to this Agreement must be in writing and signed by both parties hereto.

13.

Time of Essence

Time shall be of the essence in this Agreement.

14.

Entire Agreement

Subject to the terms of the Transition Agreement (and the corresponding Full and Final Release and Indemnity) this is the entire agreement between NEXM and Consultant with respect to the engagement of Consultant by NEXM and supersedes any prior agreements with respect to such engagement or employment whether written or oral.

15.

Notices

(a)

All notices, requests, claims, demands and other communications hereunder must be in writing and are sufficiently given if delivered personally, by registered mail (postage pre-paid, return receipt requested), by a recognized international overnight delivery service or by email directed as follows:

(i)

to NEXM:

NexMetals Mining Corp.

Attention: Chief Executive Officer

1111 West Hastings Street, 15th Floor

Vancouver, British Columbia V6E 2J3

Email: ceo@nexmetalsmining.com

(ii)

to Consultant:

Morgan Lekstrom

3123-595 Burrard St, Vancouver, BC

Email: morgan@allmineconsulting.com

(b)

Each such notice, request, claim, demand or other communication is deemed to have been received upon the earliest to occur of (i) actual delivery, (ii) in the case of registered mail, five (5) days after being deposited in the mail addressed as aforesaid, (iii) in the case of email on the next Business Day following the date of transmission (provided that the original of such notice, request, claim, demand or other communication is promptly sent by overnight delivery service as aforesaid) and (iv) in the case of overnight delivery service, one (1) Business Day after being sent addressed as aforesaid. The Parties may designate additional mailing addresses or email addresses for particular communications as required from time to time, and may change any address, facsimile number or email address upon five (5) Business Days’ prior written notice thereof.

16.

No Waiver

The failure of any party to insist upon the strict performance of a covenant or obligation hereunder, irrespective of the length of time for which such failure continues, shall not be a waiver of such party’s right to demand strict performance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any covenant or obligation hereunder shall constitute a consent or waiver to or of any breach or default in the performance of the same or any other obligation hereunder.

17.

Assignment

This Agreement is personal in nature and may not be assigned by Consultant. NEXM may assign this Agreement to NEXM Entities and, for greater certainty, to any company or organization where NEXM is the controlling stakeholder.

18.

Enurement

This Agreement shall be binding upon and shall enure to the benefit of each of the parties hereto and Consultant’s respective permitted successors and assigns or legal personal representatives, as the case may be.

IN WITNESS WHEREOF the parties hereto have signed this Agreement as of the day and year first above written.

NEXMETALS MINING CORP.

by	/s/ Paul Martin	/s/Morgan Lekstrom
Name:	Paul Martin	Morgan Lekstrom
Title:	Chairman