NexMetals Mining Corp.

Risks and other factors include those listed under “Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 and elsewhere in this Report, including the risks noted below.

We caution readers that our business activities involve risks and uncertainties that could cause actual results to differ materially from those currently expected by management. We described the most significant risks that could impact our results in Part II, Item 1A. “Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025.

Investing in our common shares involves a high degree of risk. You should carefully consider the risks and uncertainties described in Part I, Item 1A under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, in addition to the other information included in this Quarterly Report on Form 10-Q before making an investment decision regarding our common shares. If any of these risks actually occur, our business, financial condition, or operating results would likely suffer, possibly materially, the trading price of our common shares could decline, and you could lose part or all of your investment. The risk factors included in our prior SEC filings are supplemented with the following risk factors:

The failure of the Corporation to comply with all post-closing covenants, study phase requirements, and contingent milestone payments relating to the Mines could materially adversely affect the business, operations and financial conditions of the Corporation

In January and August of 2022, the Corporation closed the acquisitions of the Selebi Mines and Selkirk Mine, respectively. Pursuant to the terms of the acquisitions, the Corporation has to comply with certain milestone payments which, if not satisfied, will result in the Mines reverting to the liquidators. There are approximately US$55 million in contingent post-closing milestone payments due to the liquidators in connection with the Mines, with (i) US$25 million payable upon the approval by the MMRGTES of the Corporation’s Section 42 and Section 43 applications (for the further extension of the mining license and amendment of mining programme, respectively) which are to be submitted in March 2026 and require a compliant economic study, and (ii) another US$30 million payable on the completion of mine construction and production start-up (commissioning) by the Corporation, but not later than four years after the approval by the Minister of MMRGTES of the Corporation’s Section 42 and Section 43 applications. The Corporation expects to pay the US$25 million amount in the fourth quarter of 2025. Further, the Selkirk asset purchase agreement provides for a three-year study phase which, pursuant to the agreement, was extended for one year to August 17, 2026.

The Corporation has made certain assumptions as to what constitutes a compliant economic study based on its interpretation of the Botswana Mines and Minerals Act as no governing technical standard is specified. There can be no assurance that the Corporation’s interpretation of the act will be consistent with the intended wording or application of the Botswana Mines and Minerals Act or that regulators will accept the level of technical work currently contemplated. Any requirement for additional work or re-submission could delay approvals and associated project timelines.

The failure of the Corporation to comply with all the post-closing covenants, study phase requirements, and contingent milestone payments relating to the Mines, if and when those milestones are achieved, could materially adversely affect the business, operations and financial conditions of the Corporation, including the requirement to return the Selebi Mines or Selkirk Mine to the liquidators, and impact the market price of the Common Shares.

There are inherent risks associated with the economics of developing mineral properties

Substantial expenses are required to establish and upgrade mineral resources and mineral reserves through drilling, to develop metallurgical processes to extract metal from ore, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. These risks are inherently higher at the preliminary economic assessment stage, which represents an early phase of project evaluation where economic estimates are preliminary in nature and based on limited geological and technical data. In addition, the expenses and capital expenditures incurred by the Company are subject to the risks of cost inflation.

No assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operation or that the funds required for development can be obtained on a timely basis. The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond the Company’s control and many of which cannot be predicted, such as market fluctuations, the proximity and capacity of milling and smelting facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, permitted production levels, importing and exporting of minerals, and environmental protection. Depending on the price of minerals produced, the Company may determine that it is impractical to commence commercial production.

The Company may be unable to close the November 2025 best-efforts Offering in Canada and concurrent private placement in the United States

There can be no assurance that the Company will be able to complete the November 2025 best-efforts public Offering in Canada and concurrent private placement in the United States or that sufficient net proceeds will be raised to meet the Company’s planned objectives. Because the Offering is being conducted on a best-efforts basis, the agents are not obligated to purchase any of the securities offered, and there is no minimum amount that must be raised in order for the Offering to close.

If the Offering does not close, or if less than the anticipated amount of proceeds is received, the Company may be required to reduce, defer, or re-prioritize planned expenditures, including exploration and evaluation activities, and may need to seek alternative sources of financing.

If the Company is unable to raise sufficient funds to satisfy its obligations under the Selebi APA by the required date, it may need to seek additional equity or debt financing or reallocate existing resources. There can be no assurance that such additional financing will be available on acceptable terms or at all. Failure to obtain sufficient financing within the required timeframe could have a material adverse effect on the Company’s business, financial condition, or results of operations, including the potential requirement to return the Selebi or Selkirk Mines to the liquidators.

Use of Proceeds of the November 2025 best efforts Offering may be used other than as described

Management will have discretion concerning the use of the proceeds of the November 2025 Offering as well as the timing of their expenditure. As a result, an investor will be relying on the judgment of management for the application of the proceeds of the Offering. Management may use the net proceeds of the Offering other than as described in this Form 10-Q if they believe it would be in the Corporation’s best interest to do so and in ways that an investor may not consider desirable. The results and the effectiveness of the application of the proceeds are uncertain. If the proceeds are not applied effectively, the Corporation’s results of operations may suffer.