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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): May 27, 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/A

(Commission

File Number)

 

(IRS Employer

Identification No.)

     

1111 West Hastings Street, 15th Floor,

Vancouver, British Columbia, Canada

  V6E 2J3
(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 5.07 Submission of Matters to a Vote of Security Holders.

 

On May 27, 2026, NexMetals Mining Corp. (the “Company”) held its annual general meeting of shareholders (the “Annual Meeting”), at which three proposals were submitted to the Company’s shareholders. A quorum was present for the Annual Meeting. The eight director nominees were elected and all other matters were approved by shareholders. The voting results with respect to each matter are set out below.

Resolution #1

 

To elect eight (8) directors of the Company for the ensuing year.

 

Name  Votes For  Percentage For  Votes Withheld  Percentage Withheld
Paul Martin  10,886,408  95.06%  565,468  4.94%
Mark Christensen  10,889,013  95.08%  562,863  4.92%
Jason LeBlanc  10,889,013  95.08%  562,863  4.92%
Keith Marshall  10,886,408  95.06%  565,468  4.94%
Warwick Morley-Jepson  10,886,208  95.06%  565,668  4.94%
André van Niekerk  10,885,858  95.06%  566,018  4.94%
Philipa Varris  10,885,858  95.06%  566,018  4.94%
Sean Whiteford  10,888,663  95.08%  563,213  4.92%

 

Resolution #2

 

To appoint the independent auditor of the Company for the ensuing year and to authorize the directors of the Company to fix the remuneration to be paid to the auditor.

 

   Number of Votes  Percentage of Votes
Votes in Favour  11,439,537  99.89%
Votes Withheld  12,339  0.11%

 

Resolution #3

 

To consider and, if thought advisable, pass, with or without variation, an ordinary resolution confirming and approving the Company’s omnibus equity incentive plan.

 

   Number of Votes  Percentage of Votes
Votes in Favour  10,710,691  93.53%
Votes Against  741,185  6.47%

 

Item 7.01 Regulation FD Disclosure.

 

On May 27, 2026, the Company issued a news release reporting the voting results from the Annual Meeting. 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.

 

The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) 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 be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1*   Press Release dated May 27, 2026.
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/ Brett MacKay
    Brett MacKay
    Chief Financial Officer

 

Date: May 27, 2026

 

 

 

 

 

Exhibit 99.1

 

 

NEXMETALS ANNOUNCES RESULTS OF

annual General Meeting of shareholders

 

Vancouver, British Columbia, May 27, 2026 NexMetals Mining Corp. (TSXV: NEXM) (NASDAQ: NEXM) (the “Company” or “NEXM”) is pleased to announce the results of its 2026 Annual General Meeting of Shareholders (the “Meeting”) held earlier today. All proposed resolutions, set out in the Company’s notice of meeting and management information circular dated April 23, 2026, were approved.

 

Shareholders elected Paul Martin (Chairman), Mark Christensen, Jason LeBlanc, Keith Marshall, Warwick Morley-Jepson, André van Niekerk, Philipa Varris and Sean Whiteford to the board of directors, each to hold office until the next annual meeting of shareholders or until their successors are duly elected or appointed. Shareholders further approved the re-appointment of MNP LLP as the Company’s auditors for the ensuing year and approved the Company’s Omnibus Equity Incentive Plan (the “Plan”).

 

Additional voting details will be provided in a Report of Voting Results to be filed by the Company on SEDAR+.

 

Following the Meeting, an aggregate of 153,100 deferred share units (“DSUs”) were granted to directors of the Company effective May 27, 2026 pursuant to the Plan. The DSUs have been granted at a deemed price of $4.55 per DSU, representing the 90-Day volume weighted average price of the Company’s shares on the TSX Venture Exchange as of May 21, 2026. Of the total DSUs granted, 41,000 DSUs were granted in respect of director services provided from January 1, 2026 to May 27, 2026, with the remaining 112,100 DSUs granted in respect of director compensation for the 2026–2027 term commencing following the Meeting.

 

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- and Regulation S-K 1300-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

[email protected]

1-866-794-NEXM (6396)

 

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.

 

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