Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
NEXMETALS MINING CORP.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
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| (Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
(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 | ||
| N/A | N/A | N/A |
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change In Fiscal Year. |
On June 6, 2025, NexMetals Mining Corp. (the “Company”) filed an amendment to its Articles to change its name from Premium Resources Ltd. to “NexMetals Mining Corp.,” effective June 9, 2025. The name change was approved by Shareholders at the Annual General and Special Meeting on June 3, 2025. By-law No. 1 of the Company has similarly been amended to reflect the name change, also effective on June 9, 2025.
A copy of the Certificate of Amendment to the Articles, as filed with the Ministry of Government and Consumer Services under the Business Corporations Act (Ontario) is attached hereto as Exhibit 3.1 and incorporated herein by reference.
In connection with the Company’s name change, the Company’s common shares commenced trading on June 11, 2025 under the new ticker symbol “NEXM.”
| Item 7.01 | Regulation FD Disclosure. |
On June 9, 2025 and June 11, 2025, Company issued press releases announcing the matters disclosed in this Current Report on Form 8-K, which are attached as Exhibit 99.1 and 99.2 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Articles | |
99.1 |
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| 99.2 | Press Release dated June 11, 2025* | |
| 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/ Morgan Lekstrom | |
| Morgan Lekstrom | ||
| Chief Executive Officer | ||
Date: June 13, 2025
Exhibit 3.1
Exhibit 99.1
PREMIUM ANNOUNCES NAME CHANGE TO NEXMETALS MINING CORP. AND CHANGES TRADING SYMBOL TO NEXM
Toronto, Ontario, June 9, 2025 – NexMetals Mining Corp. (TSXV: PREM) (OTC Pink: PRMLF) (the “Company”) is pleased to announce that the Company has changed its name from “Premium Resources Ltd.” to “NexMetals Mining Corp.” (the “Name Change”). The Name Change was approved at the Annual General and Special Meeting of shareholders held on June 3, 2025.
Accordingly, it is anticipated that the Company’s common shares will commence trading under the new name and new stock ticker symbol “NEXM” at the start of trading on June 11, 2025, on the TSX Venture Exchange. In connection with the Name Change, the following new CUSIP (65346E105) and ISIN (CA65346E1051) numbers have been assigned to the common shares of the Company. No action is required to be taken by shareholders with respect to the name change. Outstanding common share and warrant certificates bearing the old name of the Company are still valid and are not affected by the name and ticker symbol change.
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Morgan Lekstrom, CEO of the Company commented: “This change fits with our new strategic direction to become a leading critical metals company, actively contributing to the global supply chain of copper, nickel, and cobalt. It highlights our path to reinvigorate and reestablish the company as a diversified, multi-commodity player, while showcasing the expansion potential and scale of our Botswana assets. In doing so, we aim to position Botswana as a premier source to the critical metals supply chain.” |
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. Our skilled team has worked on over 100 projects collectively, accumulating over 400 years of resource discoveries, mine development and mine re-engineering experience on projects like the Company’s Selebi and Selkirk mines. NexMetals’ senior team members have on average more than 20 years of experience in every single aspect of mine discovery and development, from geology to operations.
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For further information about NexMetals Mining Corp., please contact:
Morgan Lekstrom
CEO and Director
Jaclyn Ruptash
V.P., Communications and Investor Relations
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) 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.
Follow Us
X: https://x.com/NexMetalsCorp
LinkedIn: https://www.linkedin.com/company/NexMetalsMiningCorp
Facebook: https://www.facebook.com/NexMetalsMiningCorp
Cautionary Note Regarding Forward-Looking Statements
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation 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 anticipated trading of the Company’s common shares under the new name and stock symbol, and the Company’s plans to develop the Selebi and Selkirk assets. 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: the possibility that the Company’s common shares will not commence trading on the timing anticipated; delays in obtaining or failures to obtain required governmental or stock exchange approvals, including the final approval of the TSX Venture Exchange; 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 public disclosure record on SEDAR+ (www.sedarplus.com) under the Company’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.
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Exhibit 99.2
NEXMETALS COMMENCES TRADING UNDER NEW SYMBOL “NEXM”
Toronto, Ontario, June 11, 2025 – NexMetals Mining Corp. (TSXV: NEXM) (OTC Pink: PRMLF) (“NEXM” or the “Company”) is pleased to announce that pursuant to its news release dated June 9, 2025, the Company’s common shares will commence trading at the market open today on the TSX Venture Exchange under the new symbol “NEXM”.
NEXM Engages OGIB Corporate Bulletin
The Company has entered into a services agreement with OGIB Corporate Bulletin (“OGIB”) to provide strategic digital marketing services to the Company including content development and distribution, as well as campaign reporting and optimization, for a term of up to nine months. The Company has agreed to pay OGIB a total cost of CAN $40,000 in advance for these services which will be paid out of the Company’s working capital.
OGIB is wholly-owned by Keith Schaefer and is based out of Victoria, British Columbia. Both Mr. Schaefer and OGIB are arms length to the Company and, to the Company’s knowledge, hold no interest, directly or indirectly, in the securities of the Company or any right or present intention to acquire such an interest. The appointment of OGIB is subject to approval by the TSX Venture Exchange.
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:
Morgan Lekstrom
CEO and Director
Jaclyn Ruptash
V.P., Communications and Investor Relations
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) 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.
Follow Us
X: https://x.com/NexMetalsCorp
LinkedIn: https://www.linkedin.com/company/NexMetalsMiningCorp
Facebook: https://www.facebook.com/NexMetalsMiningCorp
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