NexMetals Mining Corp.

Insider Trading Arrangements

During the three months ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)adopted, modified orterminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act).

As disclosed elsewhere in this Report, on February 17, 2025, the Company and Cymbria, an affiliate of EdgePoint, entered into a debt settlement agreement (the “Debt Settlement Agreement”) pursuant to which the parties agreed to the Debt Conversion, whereby the Company agreed to issue to Cymbria an aggregate of 69,607,843 Settlement Units at a deemed issue price of $0.30 in full satisfaction of the $20,882,353 principal amount outstanding under the Term Loan previously advanced by Cymbria to the Company, with the accrued interest to be settled in cash. Each Settlement Unit consists of one Common Share and one Settlement Warrant. Each Settlement Warrant entitles the holder to acquire one additional Common Share at a price of $0.40 per Common Share for a period of 36 months following the date of issuance. The Debt Conversion closed on March 18, 2025. If, at any time prior to the expiry date, the volume-weighted average trading price of the Common Shares is at least $2.00 per Common Share for a period of 20 trading days, the Company may, at its option, accelerate the expiry date with 30 days’ notice to the Settlement Warrant holders.

The foregoing description of the Debt Settlement Agreement is qualified in its entirety by reference to the full text of the Debt Settlement Agreement, which is attached as Exhibit 10.1 to this Report and is incorporated by reference herein.

The Investor Rights Agreement previously entered into between the Company and EdgePoint was amended upon the closing of the Debt Conversion (the “Investor Rights Agreement”) including to increase EdgePoint’s director nomination right from one director of the Company to two directors and to provide EdgePoint with certain information and registration rights, provided in each case that EdgePoint meets certain equity ownership thresholds and satisfies certain other conditions, and a “right to place” securities proposed to be sold by EdgePoint in favor of the Company in certain circumstances.

The foregoing description of the Investor Rights Agreement is qualified in its entirety by reference to the full text of the Investor Rights Agreement, which is attached as Exhibit 10.3 to this Report and is incorporated by reference herein.

All securities issued under the Debt Conversion are subject to a hold period of four months plus one day from the date of issuance in accordance with applicable Canadian securities laws and the policies of the Exchange.

On March 18, 2025, the Company closed the Private Placement. The Private Placement consisted of issuing 153,333,334 Private Placement Units of the Company at a price of $0.30 per Private Placement Unit for aggregate gross proceeds of $46,000,000. Each Private Placement Unit consists of one Common Share of the Company and one-half of one Private Placement Warrant of the Company. Each Private Placement Warrant entitles the holder to acquire one additional Common Share at a price of $0.55 per share until March 18, 2028.

In connection with the above transactions, the Company issued: (i) 4,000,000 Common Shares to TriView for its services as finder; (ii) 9,000,000 Common Shares to Fiore and 3,750,000 Common Shares to Bowering for certain advisory services; and (iii) 3,586,709 Common Shares to a financial advisor for financial advisory services.

The information set forth under Item 1.01 is incorporated herein by reference to the extent responsive to Item 3.02. The securities issued were not registered under the Securities Act, and were issued in reliance on the exemption from registration pursuant to Section 4(a)(2), Regulation S or Rule 506 thereunder.

The information set forth under Part II, Item 2 of this Report is also incorporated by reference herein.

On March 20, 2025 Morgan Lekstrom, age 40, was appointed as the Company’s Chief Executive Officer and a director. There are no arrangements or understandings between Mr. Lekstrom and any other person pursuant to which Mr. Lekstrom was selected as Chief Executive Officer.

Mr. Lekstrom has over 17 years of experience in the mining industry, with a diverse background in executive and project management, operations, and engineering. He has an established track record of delivering successes, including most recently, the successful building of NexGold Mining Corp, creating a near term development company with a clear path to building two new Canadian gold mines. This was accomplished through deleveraging and restructuring debt, setting a new strategic direction for the company through multiple back-to-back mergers/acquisitions of Blackwolf Copper and Gold Ltd. and Treasury Metals Inc., and then Signal Gold Inc. in 2024.

He has also held senior technical roles with experience at Freeport McMoran’s Grasberg site in Indonesia and Rio Tinto’s Oyu Tolgoi Project in Mongolia. He has direct African experience though his role with Golden Star Resources in supporting the redevelopment of an underground mine in Ghana, West Africa. Mr. Lekstrom has also served as engineering manager at Sabina Gold & Silver Corp., where he was responsible for the first phases of execution at the Back River Marine Laydown Project.

Mr. Lekstrom currently serves as a director of NexGold Mining Corp.

Mr. Lekstrom’s employment agreement provides for an annual rate of base salary equal to $395,000.

If Mr. Lekstrom’s employment is terminated by Mr. Lekstrom himself for good reason or by the Company without cause, in each case as set out and defined in the employment agreement (other than on account of Mr. Lekstrom’s death or Permanent Disability) in either case within 18 months following a Change of Control of PREM, on such termination date, he shall be entitled to: (i) a lump sum payment in lieu of notice equal to 1.5 times the sum of Mr. Lekstrom’s base salary plus Mr. Lekstrom’s target performance bonus, as set out and defined in the employment agreement, in addition to any other payments owed to Mr. Lekstrom, as well as the continuation of medical, dental and pension benefits for a period of 18 months; and (ii) any securities convertible into or exchangeable for securities or shares of the Company or any affiliate or any other equity linked entitlements related to the Common Shares shall be accelerated so that such rights become immediately exercisable for a period of 180 days after such termination date. If Mr. Lekstrom’s employment is terminated other than within 18 months following a Change of Control of PREM, he shall be entitled to receive his base salary plus performance bonus on the basis of either: (i) 12 months if his employment is terminated on or before September 20, 2026 and 18 months if terminated after September 20, 2026.

The estimated payment under Mr. Lekstrom’s employment agreement resulting from a change of control is $1,185,000. The estimated payment under Mr. Lekstrom’s employment agreement resulting from a termination without cause is $790,000.

On March 25, 2025, Chris Leavy was appointed to the Board of Directors. On April 24, 2025, the Company appointed Andre van Niekerk to the Board of Directors of the Company. Mr. Leavy and Mr. van Niekerk will be compensated in accordance with the Company’s standard compensation policy, as may be amended from time to time, for its non-employee directors. There were no arrangements or understandings between either Mr. Leavy or Mr. van Niekerk and any other person pursuant to which either was selected as a director.

On March 20, 2025, Paul Martin, who had been serving as Interim Chief Executive Officer transitioned from such role to Chairman of the Board. On March 25, 2025, William O’Reilly retired as a director of the Company. On April 24, 2025, Don Newberry retired as a director of the Company.