8-K
NexMetals Mining Corp. (NEXM)
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
Dateof Report (Date of earliest event reported): June 16, 2025
NEXMETALS
MINING CORP.
(Exactname of registrant as specified in its charter)
Ontario,Canada
(Stateor other jurisdiction of incorporation)
| 000-14740 | N/A 00-0000000 |
|---|---|
| (Commission File Number) | (IRS Employer Identification No.) |
| Suite 3400, One First Canadian Place<br><br> <br>P.O. Box 130<br><br> <br>Toronto, Ontario, Canada | M5X 1A4 |
| --- | --- |
| (Address of principal executive offices) | (Zip Code) |
(604)770-4334
(Registrant’stelephone number, including area code)
N/A
(Formername 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> 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 5.02 Departure of Directors or Certain Offices; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 16, 2025, NexMetals Mining Corp. (the “Company”) announced the resignation of Peter Rawlins as Senior Vice President and Chief Financial Officer, effective immediately.
Effective the same day, the Company appointed Brett MacKay as Senior Vice President and Chief Financial Officer. Mr. MacKay previously served as Vice President, Finance of the Company since October 2024.
Mr. MacKay, age 39, has over 17 years of experience in the resource sector. Prior to joining the Company, he held progressively senior financial roles in reporting and business planning at Lundin Mining Corporation, where he supported the organization through a period of substantial growth, including several strategic acquisitions. Prior to joining Lundin Mining in 2013, Mr. MacKay held roles at EY serving mining sector clients in both assurance and tax practices. Mr. MacKay holds a Bachelor of Commerce (Honours) degree with Distinction from McMaster University and is a Chartered Professional Accountant (CPA, CA) in Ontario.
In connection with his appointment, the Company entered into an employment agreement with Mr. MacKay (the “MacKay Employment Agreement”). The MacKay Employment Agreement provides that Mr. MacKay is entitled to receive an annual base salary of CDN $300,000.00 (the “Base Salary”). The MacKay Employment Agreement provides that Mr. MacKay is eligible for an annual cash incentive award (the “Performance Bonus”) determined based upon on objective targets, to earn a target annual bonus in the range of 50% of the Base Salary of the Executive for the year in question. The Performance Bonus shall be payable in cash or restricted stock units (“RSUs”) at the discretion of the Board to be issued by the Company consistent with the Company’s omnibus plan (the “Omnibus Plan”), with the RSUs being fully vested one year from the date of grant. In addition, Mr. MacKay is eligible to receive an annual long-term incentive award, based on objective targets, to earn a target annual bonus in the range of 90% of the Base Salary for the year in question. The long-term incentive compensation shall be payable in cash or RSUs at the discretion of the Board to be issued by the Company consistent with the Omnibus Plan, with the RSUs being fully vested one year from the date of grant.
Mr. MacKay is also entitled to a one-time equity incentive award of 400,000 RSUs in connection with his appointment. These RSUs have not yet been granted but, once issued, will be granted under the omnibus plan and will vest in full one year from the date of grant.
The foregoing description of the MacKay Employment Agreement is a summary only and is qualified in its entirety by reference to the agreement itself, which will be filed as an exhibit to the Company’s Form 10-Q for the quarter ending June 30, 2025.
There are no arrangements or understandings between Mr. MacKay and any other person pursuant to which he was appointed as an officer of the Company. There are no family relationships between Mr. MacKay and any director or executive officer of the Company, and there are no transactions in which Mr. MacKay has an interest requiring disclosure under Item 404(a) of Regulation S-K.
The Company’s press release announcing the foregoing items is furnished herewith as Exhibit 99.1.
Item7.01 Regulation FD Disclosure.
On June 16, 2025, the Company issued a press release announcing the matters disclosed in this Current Report on Form 8-K, which is attached as Exhibit 99.1 hereto.
Item9.01 Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated June 16, 2025* |
| 104 | Cover<br> 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.<br><br> <br>(Registrant) | |
|---|---|
| By: | /s/ Morgan Lekstrom |
| Morgan<br> Lekstrom | |
| Chief<br> Executive Officer |
Date: June 23, 2025
Exhibit 99.1
NEXMETALSAPPOINTS FORMER LUNDIN MINING DIRECTOR FINANCIAL REPORTING BRETT MACKAY AS NEW CHIEF FINANCIAL OFFICER
Toronto,Ontario, June 16, 2025 – NexMetals Mining Corp. (TSXV: NEXM) (OTC Pink: PRMLF) (“NEXM” or the “Company”) is pleased to announce that Brett MacKay has been appointed Senior Vice President & Chief Financial Officer (“CFO”), succeeding Peter Rawlins, who has stepped down from this role. The appointment of Brett MacKay as CFO will take effect immediately. Mr. MacKay most recently served as Vice President, Finance of the Company.
Mr. MacKay brings 17 years of experience in the resource sector. He joined the Company in October 2024 after holding progressively senior financial roles in reporting and business planning at Lundin Mining Corporation, where he supported the organization through a period of substantial growth, including several strategic acquisitions. Prior to joining Lundin Mining in 2013, Mr. MacKay held roles at EY serving mining sector clients in both assurance and tax practices.
Mr. MacKay holds a Bachelor of Commerce (Honours) degree with Distinction from McMaster University and is a Chartered Professional Accountant (CPA, CA) in Ontario.
“I’m excited to take on this role at a pivotal time for the Company as we execute our phased strategy to develop the Selebi and Selkirk assets. I am committed to strengthening our financial controls and delivering on our carefully planned capital allocation strategy,” statedMr. MacKay.
MorganLekstrom, CEO of NEXM commented: “On behalf of the Company and the Board of Directors, I would like to welcome Mr. MacKay into the CFO role. His extensive experience and demonstrated leadership in the resource sector will continue to be an asset to the Company as we advance on our strategic objectives. I would also like to extend our sincere thanks to Peter Rawlins for his valuable contributions and dedication to the Company.”
AboutNexMetals 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.
Forfurther information about NexMetals Mining Corp., please contact:
Morgan Lekstrom
CEO and Director
morganl@nexmetalsmining.com
Jaclyn Ruptash
V.P., Communications and Investor Relations
jaclyn@nexmetalsmining.com
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CautionaryNote 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. Such 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. 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.
Neitherthe TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authorityhas approved or disapproved the information contained herein.
FollowUs
X: https://x.com/NexMetalsCorp
LinkedIn: https://www.linkedin.com/company/NexMetalsMiningCorp
Facebook: https://www.facebook.com/NexMetalsMiningCorp
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