Form 8-K

8-K — NexMetals Mining Corp.

Accession: 0001493152-26-015981

Filed: 2026-04-10

Period: 2026-04-09

CIK: 0000795800

SIC: 1000 (METAL MINING)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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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): April 9, 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/A00-0000000

(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 ☐

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 Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

April 9, 2026, the board of directors (the “Board”) of NexMetals Mining Corp. (the “Company”) has accepted notices

from Chris Leavy and James Gowans that they will not be standing for re-election at the Company’s annual general meeting of shareholders

to be held on May 27, 2026 (the “AGM”). Neither Mr. Leavy’s nor Mr. Gowan’s resignation was the result of any

disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Item 7.01 Regulation

FD Disclosure.

April 9, 2026, the Company issued a news release announcing that Keith Marshall has agreed to stand for election to the Company’s

Board at the Company’s AGM and that Messrs. Leavy and Gowan will not stand for re-election at the AGM. 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 April 9, 2026.

104

Cover Page Interactive Data

File (embedded within Inline XBRL document).

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

Chief Financial Officer

Date:

April 9, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

NEXMETALS

ANNOUNCES BOARD OF DIRECTORS’ NOMINEES for its upcoming annual General Meeting of shareholders

Vancouver,

British Columbia, April 9, 2026 – NexMetals Mining Corp. (TSXV: NEXM) (NASDAQ: NEXM ) (the “Company”

or “NEXM”) is pleased to announce that Mr. Keith Marshall has agreed to stand for election to the Company’s

Board of Directors (the “Board”) at the annual general meeting of shareholders to be held on May 27, 2026 (the “AGM”).

Mr.

Marshall is a mining engineer with over 45 years in the sector, the last 25 years of which were in senior leadership roles. Keith has

developed a wealth of managerial and technical experience in all aspects of underground mining and operations. Mr. Marshall’s last

two operational roles were both with Rio Tinto, with whom he worked for 22 years, as Managing Director of the Palabora Mining Company

in South Africa and as President of the Oyu Tolgoi Project in Mongolia. Mr. Marshall holds a mining engineering degree from the Royal

School of Mines at Imperial College London.

Following

the AGM, the Board intends to appoint Mr. Marshall to the Board’s Safety, Sustainability and Technical Committee (“SSTC”)

which will be comprised of Co-Chairs Mr. Warwick Morley-Jepson and Ms. Philipa Varris, along with Mr. Marshall.

The

Company also announces that Mr. Chris Leavy and Mr. James Gowans have advised the Board that they will not be standing for re-election

at the AGM.

“We

are pleased that Keith has agreed to stand for election to the Board,” said Paul Martin, Chairman of the Board. “Keith will

bring significant operational and technical experience to the Company at a time when the Selebi and Selkirk projects are advancing from

primarily an exploration focus to the pre-development studies stage. His mining background and experience will be extremely beneficial

to the Company. I would also like to thank Jim and Chris for their counsel and guidance during their respective periods on the Board.”

The

remaining seven nominees are currently members of the Board, being Paul Martin, Mark Christensen, Jason LeBlanc, Warwick Morley-Jepson,

André van Niekerk, Philipa Varris and Sean Whiteford.

Additional

details regarding the nominees will be set out in the Company’s Management Information Circular to be mailed to shareholders in

connection with the AGM in the coming weeks. A copy of the management information circular will be available under the Company’s

SEDAR+ profile at www.sedarplus.ca.

Equity

Incentive Grants

connection with the engagement of NH IR Advisory Corp. (“NH IR”) to provide investor relations and strategic advisory

services (see news release dated March 19, 2026), the Company has granted Nisha Hasan, NH IR’s Principal, 44,800 incentive

stock options to purchase common shares of the Company (the “Options”). The Options are exercisable for a period of

five years at an exercise price of $3.30, representing the closing price of the common shares on the TSX Venture Exchange (“TSXV”)

on the date prior to the date of grant (April 8, 2026). The Options will vest over a twelve-month period, with one-quarter vesting every

three months from the date of grant.

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, or

Nisha

Hasan, Investor Relations

info@nexmetalsmining.com

1-866-794-NEXM

(6396)

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.

Cautionary

Note Regarding Forward-Looking Statements

This

news release contains forward-looking statements” within the meaning of the United States federal securities laws and “forward-looking

information” within the meaning of applicable Canadian securities legislation (collectively, “forward-looking information”)

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 nominees to stand for election as directors of the Board at the Company’s annual general meeting of shareholders to be

held on May 27, 2026; the Board’s intention to appoint Mr. Marshall to the SSTC; Mr. Marshall bringing significant operational

and technical experience to the Company; and the Selebi and Selkirk projects advancing from primarily an exploration focus to the pre-development

studies stage. 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, the possibility that one or more of the nominees may not be elected by shareholders at the AGM; the possibility

that the Board may not appoint Mr. Marshall to the SSTC following the AGM or at all; the risk that new board members may not provide

the anticipated operational or technical expertise or value to the Company; changes in the composition, skills or effectiveness of the

Board and its committees; the ability of the Company to advance the Selebi and Selkirk projects from exploration to pre-development studies

as anticipated; 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

filings with the U.S. Securities and Exchange Commission on EDGAR (www.sec.gov) and public disclosure record on SEDAR+ (www.sedarplus.ca),

in each case, under NEXM’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.

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