6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 6-K

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REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934

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For the month of May 2024

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Commission File Number 001-38072

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NexGen Energy Ltd.

(Translation of registrant's name into English)

Suite 3150, 1021 - West Hastings Street

Vancouver, B.C., Canada V6E 0C3

(Address of principal executive offices)

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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F ☐ Form 40-F ☑

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ☐

INCORPORATION BY REFERENCE

Exhibits 99.1 and 99.2 to this Report on Form 6-K are each hereby incorporated by reference as Exhibits to the Registration Statement on Form F-10 of NexGen Energy Ltd. (File No. 333-275839).

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EXHIBIT INDEX

Exhibit	Description
99.1	Amendment No. 1 to Equity Distribution Agreement
99.2	Amendment No. 2 to Equity Distribution Agreement

SIGNATURES

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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, thereunto duly authorized, on May 1, 2024.

NEXGEN ENERGY LTD.
By:	/s/<br> Benjamin Salter
	Name:<br> Benjamin Salter
	Title:<br> Chief Financial Officer

Exhibit99.1

NEXGEN ENERGY LTD.

Common Shares

AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT

April 29, 2024

Virtu Canada Corp.

1720 - 222 Bay Street

Toronto, ON M5K 1B7

Virtu Americas, LLC

41^st^ Floor - 1633 Broadway

New York, NY 10019

United States

Ladies and Gentlemen:

NexGen Energy Ltd., a corporation governed by the Business Corporations Act (British Columbia) (the “Company”), entered into an equity distribution agreement dated December 11, 2023 (the “EDA”) with Virtu Canada Corp. (the “Canadian Agent”) (formerly, Virtu ITG Canada Corp.) and Virtu Americas, LLC (the “U.S. Agent”, and together with the Canadian Agent, the “Agents”), with respect to the issuance and sale from time to time by the Company of Common Shares (the “Shares”) upon the terms and conditions as set forth therein. All capitalized terms not otherwise defined herein shall have the meaning given thereto in the EDA.

The undersigned, being the Company and the Agents, mutually agree to amend the EDA to reflect the deletion and replacement described in Section 1 hereto.

**1.       Amendment.**The Company and the Agents agree that, effective as of the date of this Agreement, the reference to “C$500,000,000” in the definition of “Maximum Amount” in the recitals of the EDA shall be, and shall be deemed to be, deleted and replaced with “C$315,000,000”.

2.       GoverningLaw. THIS AGREEMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING UNDER OR RELATED TO THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF BRITISH COLUMBIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH PROVINCE. EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS FOR PURPOSES OF ANY ACTION ARISING FROM THIS AGREEMENT BROUGHT BY ANY OTHER PARTY HERETO TO THE JURISDICTION OF THE COURTS OF THE PROVINCE OF BRITISH COLUMBIA.

3.       Survival of Provisions UponInvalidity of Any Single Provision. In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

4.       FurtherAssurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

5.       Counterparts. This Agreement may be signed in two or more counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument.

Except as set forth above, all other terms and conditions of the EDA shall continue in full force and effect.

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Please confirm that the foregoing correctly sets forth the agreement between the Company and the Agents.

	Very truly yours,
	NEXGEN ENERGY LTD.
	By: Leigh Curyer (signed)
	Name: Leigh Curyer
	Title: President and Chief Executive Officer<br><br> <br><br><br> <br><br><br> <br>By: Benjamin Salter (signed)<br><br> <br>Name: Benjamin Salter
	Title:  Chief Financial Officer
Confirmed as of the date first above mentioned:
VIRTU CANADA CORP.
By: Justin Algor (signed)
Name: Justin Algor
Title: Chief Executive Officer
Confirmed as of the date first above mentioned:
VIRTU AMERICAS, LLC
By: Joshua R. Feldman (signed)
Name: Joshua R. Feldman
Title: Managing Director
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Exhibit 99.2

NEXGEN ENERGY LTD.

Common Shares

AMENDMENT NO. 2 TO EQUITY DISTRIBUTION AGREEMENT

April 30, 2024

Virtu Canada Corp.

1720 - 222 Bay Street

Toronto, ON M5K 1B7

Virtu Americas, LLC

41^st^ Floor - 1633 Broadway

New York, NY 10019

United States

Ladies and Gentlemen:

NexGen Energy Ltd., a corporation governed by the Business Corporations Act (British Columbia) (the “Company”), entered into an equity distribution agreement dated December 11, 2023, as amended by amendment no. 1 to the equity distribution agreement (the “EDA”) with Virtu Canada Corp. (the “Canadian Agent”) (formerly, Virtu ITG Canada Corp.) and Virtu Americas, LLC (the “U.S.Agent”, and together with the Canadian Agent, the “Agents”), with respect to the issuance and sale from time to time by the Company of Common Shares (the “Shares”) upon the terms and conditions as set forth therein. All capitalized terms not otherwise defined herein shall have the meaning given thereto in the EDA.

The undersigned, being the Company and the Agents, mutually agree to amend the EDA to reflect the deletion and replacement described in Section 1 hereto.

**1.       Amendment.**The Company and the Agents agree that, effective as of the date of this Agreement, the reference to “C$315,000,000” in the definition of “Maximum Amount” in the recitals of the EDA shall be, and shall be deemed to be, deleted and replaced with “C$275,925,000”.

2.       GoverningLaw. THIS AGREEMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING UNDER OR RELATED TO THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF BRITISH COLUMBIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH PROVINCE. EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS FOR PURPOSES OF ANY ACTION ARISING FROM THIS AGREEMENT BROUGHT BY ANY OTHER PARTY HERETO TO THE JURISDICTION OF THE COURTS OF THE PROVINCE OF BRITISH COLUMBIA.

3.       Survival of Provisions UponInvalidity of Any Single Provision. In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

4.       FurtherAssurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

5.       Counterparts. This Agreement may be signed in two or more counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument.

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Please confirm that the foregoing correctly sets forth the agreement between the Company and the Agents.

	Very truly yours,
	NEXGEN ENERGY LTD.
	By: Leigh Curyer (signed)
	Name: Leigh Curyer
	Title: President and Chief Executive Officer<br><br> <br><br><br> <br><br><br> <br>By: Benjamin Salter (signed)<br><br> <br>Name: Benjamin Salter
	Title:  Chief Financial Officer
Confirmed as of the date first above mentioned:
VIRTU CANADA CORP.
By: _   Ryan Quattrini (signed)
Name: Ryan Quattrini
Title:    Chief Financial Officer
Confirmed as of the date first above mentioned:
VIRTU AMERICAS, LLC
By: Joshua R. Feldman (signed)
Name: Joshua R. Feldman
Title:    Managing Director
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