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 SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):June 3, 2025
PREMIUM
RESOURCES LTD.
(Exact name of registrant as specified in itscharter)
Ontario,Canada
(State or other jurisdiction of incorporation)
00-0000000
| 000-14740 | N/A |
|---|---|
| (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’s telephone number, includingarea code)
N/A
(Former name or former address, if changed sincelast 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 7.01 | Regulation FD Disclosure. |
|---|
On June 3, 2025, Premium Resources Ltd. (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.
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 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 Securities and Exchange Commission, 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 3, 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.
| PREMIUM RESOURCES LTD.<br><br> <br>(Registrant) | |
|---|---|
| By: | /s/ Morgan Lekstrom |
| Morgan Lekstrom | |
| Chief Executive Officer |
Date: June 3, 2025
Exhibit 99.1
PREMIUM COMMENCES “HINGE” DRILLINGTARGETING
LARGE BHEM PLATES IN THE 2KM AREA BETWEENSELEBI DEPOSITS
Toronto, Ontario, June 3, 2025 – Premium Resources Ltd. (TSXV: PREM) (OTC Pink: PRMLF) (“PREM” or the “Company”) is pleased to announce that the surface drilling program is underway in the 2-kilometre gap zone between the Selebi North and Selebi Main deposits (together the “Selebi Mines”). This program is designed to rapidly demonstrate the broader scale potential of the Selebi Mines targeting large borehole electromagnetic (“BHEM”) plates and to further support the Company’s core thesis that these deposits are significantly larger than previously recognized.
Highlights:
| ● | Targeting BHEM plates indicating potential mineralized<br>connection between Selebi North and Selebi Main deposits. |
|---|---|
| ● | 12,500 meters of drilling planned across 6 holes,<br>all suitable for future wedge drilling. |
| --- | --- |
| ● | Continued expansion of mineralization at Selebi<br>North. |
| --- | --- |
| ● | Both Selebi North and Selebi Main deposits remain<br>open for expansion through further exploration. |
| --- | --- |
Figure1: Drilling Locations Selebi Mines Gap Zone
Drilling Program Overview
Two company-owned drill rigs have commenced the first two holes of the deep drilling program, with one drill testing large BHEM plates located down-plunge and down-dip from the Selebi Main mine horizon and trending toward the Selebi North deposit, and the second drill testing BHEM plates located 500 metres down-plunge and down-dip from the Selebi North deposit and trending toward Selebi Main. The program will include approximately 12,500 metres of drilling and is expected to be completed over a five-month period.
Morgan Lekstrom, CEO of Premium Resources commented: “This drilling campaign has the potential to unlock substantial value and marks the delivery of a long-anticipated commitment to the market. We are proud to be advancing this asset aggressively on multiple fronts. Drilling at the Selebi hinge represents a pivotal step in our growth strategy, with numerous additional catalysts expected in the near term. Beyond the hinge, we are actively advancing both of our core assets this year, with a clear goal to become the next major source of critical metals, anchored in a Tier One mining jurisdiction.”
About Premium Resources Ltd.
PREM 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.
PREM 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. PREM’s 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.
For further information about Premium ResourcesLtd., please contact:
Morgan Lekstrom
CEO and Director
morganl@premiumresources.com
Jaclyn Ruptash
V.P., Communications and Investor Relations
jaclyn@premiumresources.com
Cautionary Note Regarding Forward-Looking Statements
This news release contains “forward-lookinginformation” within the meaning of applicable Canadian securities legislation based on expectations, estimates and projections asat the date of this news release. Forward-looking information involves risks, uncertainties and other factors that could cause actualevents, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-lookinginformation. For the purposes of this release, forward-looking information includes, but is not limited to: the expectation that thedeposits at the Selebi mines are significantly larger than previously recognized; the implementation of the objectives, goals and futureplans of the Company including the proposed advancement of the Selebi Mines as currently contemplated; the ability of exploration activities(including drill results) to accurately predict mineralization; management’s belief that the Selebi and Selebi North deposits may beconnected at depth; the ability of the Company to implement its drilling, geoscience and metallurgical work on its properties and workplans generally; the ability of the Company to define additional or upgrade existing mineral resource estimates on the Selebi Mines inaccordance with National Instrument 43-101; the effective targeting activities proposed by the Company; the ability to identify additionalmineralization down plunge of existing workings and the ability of such findings to be used to complete a MRE and/or to support furthereconomic studies; the ability and timing of advancing the underground drilling program at the Selebi Mines as contemplated (if at all);the results of the drill program at the Selebi Mines and the timing and disclosures of the Company regarding same; the relationshipsbetween, and continuity of, the various deposits (if any); the benefits of the Company’s approach to exploration; and the anticipatedbenefits of the Company’s approach to the resource development plan. These forward-looking statements, by their nature, require the Companyto make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differmaterially from those expressed or implied in these forward-looking statements. Factors that could cause actual results to differ materiallyfrom 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, prefeasibilityor the feasibility of mine production; delays in obtaining or failures to obtain required governmental, environmental or other projectapprovals; 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 developmentindustry; and those risks set out in the Company’s public disclosure record on SEDAR+ (www.sedarplus.ca) under the Company’sissuer profile. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in thisnews release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this newsrelease, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims anyintention or obligation to update or revise any forward-looking information, whether as a result of new information, future events orotherwise, other than as required by law.
Neither the TSX Venture Exchange nor itsRegulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacyor accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved theinformation contained herein.
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