Exhibit 10.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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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.
As previously disclosed, NexMetals Mining Corp. (the “Company”) and Mr. Morgan Lekstrom, the Company’s then Chief Executive Officer, mutually agreed that Mr. Lekstrom would cease to serve as Chief Executive Officer of the Company effective January 31, 2026. However, this previously announced transition was accelerated and Mr. Lekstrom ceased serving as Chief Executive Officer and Mr. Sean Whiteford assumed the role of Chief Executive Officer effective January 15, 2026.
Consulting Services Agreement for Sean Whiteford
In connection with Mr. Whiteford assuming the role of Chief Executive Officer, the Company entered into a Consulting Services Agreement dated as of January 15, 2026 (the “Agreement”), with Elkam Consulting Ltd. (the “Consultant”), pursuant to which the Consultant provides the personal services of Mr. Whiteford (the “Principal”) to perform consulting services for the Company. The Agreement replaced and superseded in its entirety the prior consulting agreement between the parties dated October 17, 2023, as amended on April 17, 2025.
Pursuant to the Agreement, the Consultant’s engagement, and Principal’s appointment as Chief Executive Officer, commenced on, and is effective as of, January 15, 2026, and continues until terminated in accordance with its terms. Under the Agreement, the Principal will act as the Chief Executive Officer of the Company and report to the Company’s board of directors (the “Board”).
Compensation
Commencing on the effective date of the Agreement, the Company will pay the Consultant a monthly fee of US$25,850, subject to increases as may be approved from time to time by the Board (the “Monthly Fee”). The Monthly Fee will be reviewed annually by the compensation committee of the Board and the Board itself, and any approved increase will be effective retroactive to January 1st of the year in which such approval is granted.
The Agreement provides that the Consultant has the opportunity to earn an annual performance bonus based on the achievement of agreed objective targets. The target annual performance bonus is equal to six times the Monthly Fee for the applicable year. At the discretion of the Board, the performance bonus may be paid in cash, stock options, restricted share units (“RSUs”) or a combination thereof.
The Consultant is also eligible for an annual long-term incentive award, in the discretion of the Board, in the form of stock options and/or RSUs. The target annual long-term incentive award is equal to fifteen times the Monthly Fee for the applicable year.
As a one-time equity incentive, and on or shortly after the effective date of the Agreement, subject to any applicable trading blackouts, the Company agreed to grant the Consultant US$365,000 in RSUs, with such RSUs vesting as to 50% on the second anniversary of the date of grant and the remaining 50% on the third anniversary of the date of grant.
The Agreement further provides for reimbursement of certain insurance costs, reimbursement of reasonable and necessary business expenses incurred in connection with the performance of services, time off, indemnification, and termination and change of control provisions.
The foregoing description of the 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.
Item 8.01 Other Events.
On January 15, 2026, the Company issued a press release outlining its strategy and work programs for 2026 across the copper-nickel-cobalt-platinum group element sulphide Selebi and Selkirk mines in Botswana.
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description | |
| 10.1* | Consulting Services Agreement dated January 14, 2026, by and between the Company, Elkam Consulting Ltd. and Sean Whiteford | |
| 99.1 | Press Release dated January 15, 2026. | |
| 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: January 20, 2026
Exhibit 10.1
Exhibit 99.1
NexMetals Outlines 2026 Technical Work Programs to Advance
Selebi and Selkirk Deposits in Botswana and Accelerates CEO Transition
Vancouver, British Columbia, January 15, 2026 – NexMetals Mining Corp. (TSXV: NEXM) (Nasdaq: NEXM) (“NEXM” or the “Company”) is pleased to outline the strategy and work programs for 2026 across the copper-nickel-cobalt-platinum group element sulphide (“Cu-Ni-Co-PGE”) Selebi and Selkirk mines in Botswana. Building on the Company’s success made in 2025 that expanded mineralization and advanced technical studies, the Company believes it is well positioned in 2026 to accelerate resource growth and advance both projects toward future economic assessments. The Company is also pleased to report that the previously announced leadership transition has been completed ahead of schedule and Sean Whiteford has assumed the role of Chief Executive Officer. The board of directors would like to formally welcome Sean to his new role and thank Morgan Lekstrom for his contribution to the successful succession.
Achievements in 2025 - Setting the Foundation for Growth
| ● | Secured unencumbered title to the Selebi and Selkirk assets in Botswana following completion of the Asset Purchase Agreement milestone payment. |
| ● | Strengthened balance sheet through strategic financings to support exploration, underground development and technical programs across Selebi and Selkirk. |
| ● | Advanced the drill program targeting the two kilometre gap between the Selebi Main and Selebi North deposits. |
| ● | Advanced surface and underground exploration drilling at the Selebi Main and Selebi North deposits, expanding the mineralized footprint and improving geological understanding, and progressed underground development at Selebi North. |
| ● | Advanced metallurgical flowsheet development, including successful bench scale testing of blended Selebi Main and Selebi North material, with results demonstrating that a clean, high grade, saleable separate copper and nickel cobalt concentrates could be produced. |
| ● | Successfully completed the metallurgical drill program at Selkirk and advanced metallurgical flowsheet development work. |
| ● | Drill core resampling program at Selkirk was completed, supporting resource modelling and future economic studies. |
2026 Strategy Highlights – Moving Toward Economic Studies
Selebi Mine
| ● | Selebi Main Surface Drilling Program – borehole electromagnetic (“BHEM”) surveying and drilling approximately 30,000 metres at Selebi Main targeting resource expansion. |
| ● | Selebi North Underground Development – additional development to establish better drilling access for future infill drilling required for economic studies. |
| ● | Metallurgy – continue to refine and optimize the metallurgical flowsheet for Selebi Mine material. |
| ● | Mineral Resource Estimate (“MRE”) Update – planned completion in H2 2026. |
| ● | Preliminary Economic Assesment (“PEA”) – planned completion in H2 2026. |
Selkirk Mine
| ● | Metallurgy – Continue to progress the metallurgical testing and provide technical basis to support resource update and future economic studies. |
| ● | MRE Update – planned completion in H1 2026. |
| ● | PEA – Timing contingent on ongoing technical results. |
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What to Expect in H1 2026
| ● | Initial assay and BHEM results from the surface drilling program targeting the two kilometre gap potentially linking the Selebi deposits, also known as the Hinge program. |
| ● | Remaining assay and BHEM results from the Selebi North underground drilling program. |
| ● | Metallurgical results from ongoing Selkirk flowsheet and locked cycle test work. |
| ● | Assay results from the Selkirk resampling program. |
| ● | Assay results from exploration drilling on airborne EM targets and soil sampling programs. |
Sean Whiteford, CEO of the Company, commented: “This year represents an important step forward for the Company as we move from foundational work into focused, data-driven resource growth and technical de-risking across Selebi and Selkirk. The success delivered throughout 2025 has positioned us well for this next phase. I want to sincerely thank Morgan for his contributions to NexMetals.
With additional drills mobilized and the operational control that comes from owning our rigs, we are advancing our program efficiently and responsibly. Our 2026 work plan is structured to deliver drilling results and metallurgical data required to support updated resource estimates and future economic studies. We expect a steady flow of technical results throughout the year and believe the work completed in 2026 will significantly advance the projects and fully establish the scale and opportunity of the Selebi and Selkirk deposits. We look forward to sharing additional detail on our 2026 programs in due course.”
Selebi Main Surface Drilling and BHEM Program
The Company has initiated a resources expansion drilling program supported by BHEM, building on targets identified from the Hinge drilling program. The program will test both the Main Zone and the Lower Zone, where historical drilling and BHEM modelling suggest increasing thickness and continuity down-dip and down plunge toward the north. Drill hole sequencing will be informed by ongoing geophysical interpretation, allowing the Company to position toward conductive plates as results are received. The objective is to meaningfully expand the Inferred resource base and provide the geological data necessary to support an updated MRE planned later in 2026. As drilling progresses, NEXM expects results to be released on a steady basis throughout the year.
Qualified Person
All scientific and technical information in this news release has been reviewed and approved by Sharon Taylor, VP Exploration of the Company, MSc, P.Geo, and a “qualified person” for the purposes of National Instrument 43-101 and Subpart 1300 of Regulation S-K.
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.
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For further information about NexMetals Mining Corp., please contact:
Sean Whiteford
President and Incoming CEO
Jaclyn Ruptash
V.P., Communications and Investor Relations
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, including expanding resources and redeveloping the Selebi and Selkirk projects and the intended preparation of initial economic studies for the projects; the Company’s strategy for 2026 at Selebi, including BHEM surveying and drilling at Selebi Main targeting resource expansion, additional development at Selebi North to establish better drilling access for future infill drilling required for economic studies, optimization of the metallurgical flowsheet, and preparation of an updated MRE and a PEA in H2 2026; the Company’s strategy for 2026 at Selkirk, including metallurgical testing to support an MRE update in H1 2026 and the potential preparation and timing of a PEA; expected assay results from exploration drilling, soil sampling and resampling programs; the Company’s expectations that a clean, high grade, saleable separate copper and nickel cobalt concentrates could be produced at Selebi; the Company’s belief that work completed in 2026 will significantly advance the projects and fully establish the scale and opportunity of the Selebi and Selkirk deposits; the anticipated impact of the proposed BHEM program; and the Company’s objective of meaningfully expanding its Inferred resource base. 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.
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