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): June 18, 2025

NEXMETALS MINING CORP.

(Exact name of registrant as specified in its charter)

Ontario, Canada

(State or other jurisdiction of incorporation)

000-14740		N/A 00-0000000
(Commission File Number)		(IRS Employer Identification No.)

Suite 3400, One First Canadian Place P.O. Box 130 Toronto, Ontario, Canada		M5X 1A4
(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
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 3.03 Material Modification to Rights of Security Holders.

As previously reported, at NexMetals Mining Corp.’s (the “Company”) Annual General and Special Meeting held on June 3, 2025, the Company’s shareholders approved the consolidation (the “Consolidation”) of the Company’s issued and outstanding Common Shares by a ratio in the range of up to one (1) post-Consolidation common share for every twenty (20) pre-Consolidation Common Shares (20:1), with such ration to be determined and approved by the Board of Directors (the “Board”). On June 10, 2025, the Board approved a final Consolidation ratio of 20:1. The TSX Venture Exchange approved the Consolidation on June 18, 2025, and on June 20, 2025, the Company effected the Consolidation as of 5:00 p.m. Eastern time on June 20, 2025. The Company’s Common Shares began trading on a post-Consolidation adjusted basis on June 20, 2025 when markets opened under the new CUSIP number (65346E204) and ISIN (CA65346E2042). The Company’s name and trading symbol remained unchanged.

As a result of the Consolidation, the number of issued and outstanding Common Shares was reduced from approximately 428,986,340 to approximately 21,449,317. No fractional shares were issued in connection with the Consolidation. Any fractional share that was less than one-half (1/2) of a share was cancelled, and any fractional share that was at least one-half (1/2) of a share was rounded up to the nearest whole share.

The Consolidation was implemented in connection with the Company’s application to list its Common Shares on the Nasdaq Stock Market LLC (“Nasdaq”) in an effort to meet the initial listing requirement for a minimum bid price of US$4.00 per share. The Company applied to have its shares listed on Nasdaq on April 16, 2025. Despite the Consolidation, there can be no guarantee that the Company’s Common Shares will be approved for listing on Nasdaq.

Registered shareholders of record as of the effective date who held physical share certificates were sent a letter of transmittal by the Company’s transfer agent, Computershare Investor Services Inc., with instructions on how to exchange their certificates. Shareholders holding shares in book-entry or through brokers are not required to take any action.

The Company’s press release announcing the foregoing items is furnished herewith as Exhibit 99.1.

Item 7. 01 Regulation FD Disclosure.

On June 18, 2025 and June 24, 2025, the Company issued press releases announcing the matters disclosed in this Current Report on Form 8-K, which are attached as Exhibits 99.1 and 99.2 hereto.

Cautionary Statements to Investors on Reserves and Resources

The news release furnished herewith uses the terms “mineral resources”, “indicated mineral resources” and “inferred mineral resources” as such terms are defined under Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators, which establishes standards for all public disclosure a Canadian issuer makes of scientific and technical information concerning mineral projects.

On October 31, 2018, the Securities and Exchange Commission (“SEC”) adopted new mining disclosure rules (“S-K 1300”) that are more closely aligned with current industry and global regulatory practices and standards, including NI 43-101, with which we comply because we are also a “reporting issuer” under Canadian securities laws. While S-K 1300 is more closely aligned with NI 43-101 than the prior mining disclosure rules of the SEC, there are some differences. Accordingly, there is no assurance any mineral resources that the Company may report as “indicated mineral resources” and “inferred mineral resources” under NI 43-101 will be the same as the reserve or resource estimates prepared under S-K 1300. Investors should not assume that any part or all of indicated mineral resources or inferred mineral resources will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization described using these terms has a greater amount of uncertainty as to their existence and feasibility than mineralization that has been characterized as reserves. Accordingly, investors are cautioned not to assume that any “indicated mineral resources”, or “inferred mineral resources” on the Company’s projects are or will be economically or legally mineable. Further, “inferred resources” have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, investors are also cautioned not to assume that all or any part of the inferred resources exist. In accordance with Canadian rules, estimates of “inferred mineral resources” cannot form the basis of feasibility or other economic studies, except in limited circumstances where permitted under NI 43-101.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any of the Company’s filings or other documents filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated June 18, 2025*
99.2		Press Release dated June 24, 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 25, 2025

Exhibit 99.1

NEXMETALS ANNOUNCES EFFECTIVE DATE OF SHARE CONSOLIDATION

Toronto, Ontario, June 18, 2025 – NexMetals Mining Corp. (TSXV: NEXM) (OTC Pink: PRMLF) (formerly Premium Resources Ltd.) (“NEXM” or the “Company”) announces that the Company will consolidate its common shares on the basis of twenty (20) pre-consolidated shares for every one (1) post-consolidation share (the “Consolidation”). The Consolidation is subject to final approval of the TSX Venture Exchange (the “TSXV”) and is expected to take effect at market open on June 20, 2025 (the “Effective Date”).

In connection with the Company’s proposed listing on the Nasdaq Stock Market LLC (“Nasdaq”), the Company is undertaking the Consolidation in order to satisfy Nasdaq’s initial listing requirements, which include a minimum bid price of US$4.00 per share.

Following the Consolidation, the Company will have approximately 21,449,317 common shares issued and outstanding. Any fractional post-Consolidation share that is less than one-half (1/2) of a share will be cancelled and any fractional post-Consolidation share that is at least or greater than one-half (1/2) of a share will be rounded up to one whole share. The Company’s name and trading symbol will remain unchanged. However, the CUSIP number for the post-Consolidation common shares will be 65346E204 and the new ISIN will be CA65346E2042.

Registered shareholders of record as of the Effective Date who hold physical share certificates will receive a letter of transmittal from the Company’s transfer agent, Computershare Investor Services Inc., with instructions on how to exchange their existing share certificates for new share certificates representing post-Consolidation shares. Shareholders whose shares are represented by a direct registration system statement will automatically receive their post-Consolidation shares without any further action. Beneficial shareholders who hold their shares through a broker or other intermediary and do not have shares registered in their own names will not be required to complete a letter of transmittal, but are encouraged to contact their intermediaries if they have any questions.

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

[email protected]

Jaclyn Ruptash

V.P., Communications and Investor Relations

[email protected]

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:

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.

Exhibit 99.2

NEXMETALS ACCELERATES DRILLING AT SELKIRK DEPOSIT BY ADDING

ANOTHER DRILL FOR RESOURCE EXPANSION

Toronto, Ontario, June 24, 2025 – NexMetals Mining Corp. (TSXV: NEXM) (OTC Pink: PRMLF) (the “Company”) announces a drilling progress update and that a second drill has been added to support the surface drilling program currently underway at its past-producing copper-nickel-cobalt-platinum group elements (“Cu-Ni-Co-PGE”) Selkirk Mine in Botswana. The addition of the second drill is intended to accelerate ongoing work programs focused on resource expansion and metallurgical flowsheet development.

Highlights

	●	Second Drill Rig Now Added - With two rigs now active on-site, the 12-hole program will advance more rapidly, allowing for increased efficiency in twinning historical holes, validating legacy data, and generating new intercepts to support an updated resource model.

	●	Drilling Progress to Date - A total of ~2,050 metres have been drilled across six holes, with the seventh and eight holes currently underway. The drilling targets zones of known mineralization as well as areas prioritized for potential resource expansion (figure 1). Assay results are expected in mid-July.

	●	Ongoing Resampling of Historical Core - 34 historical holes have been identified for continued resampling to further support the updated geological model. To date, 29 of 34 holes have been processed, relogged and resampled for a total of 8,707 metres.

	●	Metallurgical Testing Underway - Metallurgical studies are ongoing, focused on supporting the development of a modern metallurgical flowsheet including the potential for XRT pre-concentration. This work will be incorporated into an updated Mineral Resource Estimate (“MRE”) and future economic evaluations.

Figure 1: Location of planned drill holes

Morgan Lekstrom, CEO of the Company, commented: “We are accelerating work at both Selebi and Selkirk to highlight the growth potential of these historic deposits. A second drill has been added at Selkirk to rapidly advance our metallurgical studies and potential resources expansion. Historically, Selkirk had a resource over 125 million tonnes (see historic resource) however, previous operators did not consistently assay for cobalt, palladium or platinum, and this data gap is the main reason for our resampling program. Combined with ongoing drilling, this work will enhance our understanding of the deposit and help unlock value through a modern metallurgical approach. With both Selebi and Selkirk having a history of production, we are building on a solid foundation and we believe that modern technology offers significant upside as we advance toward future resource growth and redevelopment.”

The Selkirk Mine remains a core asset for NexMetals with significant potential for redevelopment based on historical production and encouraging legacy results.

Historical Estimates

The historical mineral estimates which have been prepared in accordance with South African Mineral Resource Committee (SAMREC) and Australasian Joint Ore Reserves Committee (JORC) standards are not in compliance with NI 43-101 and NEXM is not treating the historical mineral estimates as current mineral resource estimates. While management believes that these historical mineral estimates could be indicative of the presence of mineralization on the Selkirk Mines property, they have been superseded by the current initial MRE prepared in accordance with CIM (2014) Definitions Standards incorporated in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). The Historic Estimate at Selkirk has been superseded by the current MRE prepared by SLR Consulting (Canada) Ltd. (“SLR”) and described in “NI 43-101 Technical Report Selkirk Nickel Project, North East District, Republic of Botswana”, and dated January 10, 2025 (with an effective date of June 30, 2024).

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.

About NexMetals Mining Corp.

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

Morgan Lekstrom

CEO and Director

[email protected]

Jaclyn Ruptash

V.P., Communications and Investor Relations

[email protected]

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 implementation of the objectives, goals and future plans of the Company including the proposed advancement of the Selkirk Mine as currently contemplated; the acceleration of ongoing work programs and metallurgical flowsheet development; the Company’s goal of validating legacy data and generating new intercepts to support an updated resource model; the potential of XRT pre-concentration; the Company’s intention of completing an updated MRE and economic evaluation; the release of assay results and the expected timing thereof; anticipated upgrades to existing mineral resource estimates on the Selkirk Mine in accordance with NI 43-101; the anticipated timing of results of the mining program at the Selkirk Mine; management’s belief that historical resources could be indicative of the presence of mineralization on the deposits; and the anticipated benefits of the Company’s approach to its resource development plan. 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 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.