NexMetals Mining Corp.

The information that follows relating to the Selebi Mines is derived from, and in some instances is an extract from, the Selebi TRS (as defined herein). Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the full text of the Selebi TRS, which has been included as Exhibit 96.1 to this Report. In the event that we determine that any modifying factors, estimates and other scientific and technical information in the report materially change, we may update or file a new technical report in the future. The Selebi Mines is an exploration stage property.

Pursuant to Item 1302(b)(5) of Regulation S-K (17 C.F.R. §229.1302(b)(5)), the Company states that the Selebi TRS was prepared by SLR Consulting (Canada) Ltd (“SLR”). The qualified persons of SLR meet the qualifications specified under the definition of “qualified person” under Item 1300 of Regulation S-K.

Property Description and Location

The Selebi Mines are located in Botswana approximately 150 km southeast of the city of Francistown, and 410 km northeast of the national capital Gaborone. The Selebi Mines are readily accessed via paved and gravel roads from the town of Selebi-Phikwe, located just north of the mining licence. With a population of approximately 43,000, the town is accessed via a well-maintained paved road that branches due east from the major A1 highway at the town of Serule, 57 km from the Selebi Mines.

The Selebi Main deposit began production in 1980 and Selebi North began production in 1990. Mining terminated at both operations in 2016 due to weak global commodity prices and a failure in the separate Phikwe smelter processing facility. The BCL assets were subsequently placed under liquidation in 2017.

Mining Tenure

The Selebi Mines consist of a single mining licence covering an area of 11,504 hectares. The mining licence is centred approximately at 22°03’00”S and 27°47’00”E.

Mining licence 2022/1L was granted to PNRPL on January 31, 2022, over the Selebi Mines deposits discovered under mining licence 4/72. The original licence which had been granted to BCL on March 7, 1972, which covered both Selebi and Phikwe project areas, was amended several times and renewed once, and was set to expire on March 6, 2022. The current mining licence is limited to the Selebi and Selebi North deposits and their surrounding areas, expires May 26, 2032, and excludes the Phikwe mines and associated infrastructure.

Infrastructure

The historical BCL operations consisted of an integrated mining, concentrating and smelting complex which operated for over 40 years over the Selebi Phikwe project area. The smelter processed Selebi and Phikwe concentrates and toll treated nickel concentrates received from the Nkomati Nickel Mine and the Phoenix Mine. The concentrator plant and smelter were located adjacent to the Selebi Mines at the historical Phikwe Mine; however, these facilities were not included in the Company’s acquisition of the Selebi Mines and remain under separate ownership. Both facilities were placed on care and maintenance in 2016. The Selebi Mines current infrastructure includes two previously operating mines, Selebi Main (#2 Shaft) and Selebi North (#4 Shaft), and associated surface infrastructure.

History

Exploration in the Selebi Mines area was initiated in 1959 by Bamangwato Concessions Limited (“Bamangwato”) and included soil geochemistry, geological mapping, trenching, and diamond drilling over the then combined Selebi-Phikwe area. The Selebi and Phikwe discoveries were made in 1963 and 1967, respectively, and a single mining lease was granted to Bamangwato in 1967 covering both areas.

Bamangwato changed its name to BCL in 1977 and operated the combined Selebi-Phikwe project from 1970 until its closure in 2016. Nickel and copper ore was mined from an open pit at Phikwe (1971 to 1980), as well as four distinct underground production areas namely Phikwe (1981 to 2016), Southeast Extension (at Phikwe, 1997 to 2016), Selebi North (1990 to 2016) and Selebi (1980 to 2016). Head grades declined from 2010 to 2015 and in October 2016 BCL was placed into provisional liquidation and all its operations put under care and maintenance.

NEXM acquired the Selebi Mines and current Selebi mining lease from the BCL Liquidator on January 31, 2022.

Geological Setting, Mineralization and Deposit

The eastern portion of Botswana forms part of the Limpopo Mobile Belt (“LMB”) which represents a deep crustal section through an orogenic province between the Kaapvaal and Zimbabwe Cratons.

The Selebi Mines are located in highly deformed and metamorphosed Archean gneisses near the north margin of the central zone (“CZ”) of the LMB. The CZ region is characterized by complex structural fold patterns accompanied by regional and cataclastic metamorphism with grades ranging from amphibolite to granulite facies and cataclastic tectonites.

• The mining industry is intensely competitive in all of its phases
• Title to, and the area of mineral concessions may be disputed
• The Company’s operations depend on information technology (“IT”) systems
• The Company is dependent on the business and technical expertise of its management team. The failure or loss of such personnel could result in a material adverse effect on the Company’s reputation and results of operations
• The Company is subject to risks associated with contractor performance
• The Company’s operations generally involve a high degree of inherent risk that cannot be eliminated and may not be insurable
• The Company may be subject to risks relating to mine closure and reclamation obligation
• We may develop conflicts of interest with other natural resource companies with which one of our directors may be affiliated
• Due to the nature of our business, we may be subject to legal proceedings which may divert management’s time and attention from our business and result in substantial damage awards
• Some of our directors and officers are residents outside of the U.S. or Canada, and it may be difficult for stockholders to enforce any judgments obtained against such directors or officers in either jurisdiction
• Mining, extraction, recovery, processing, construction, development and exploration activities depend, to a substantial degree, on adequate infrastructure
• Our management team has limited experience managing a U.S. public company
• We have incurred and will continue to incur increased costs as a result of operating as a public company, and our management devotes substantial time to new compliance initiatives
• As a foreign private issuer, we are not subject to U.S. proxy rules and are not subject to certain Exchange Act reporting obligations applicable to a U.S. domestic public company, which may result in less information being available to investors
• As we are a foreign private issuer and follow certain home country corporate governance practices, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements
• We may lose foreign private issuer status in the future, which could result in additional costs and expenses
• Inherent risks and limitations of Internal Control Over Financial Reporting
• Internal and external factors could impact the volatility of the Company’s Common Share price
• Future sales of our securities in the public or private markets could adversely affect the trading price of our Common Shares and warrants and our ability to continue to raise funds in new stock offerings
• We do not intend to pay cash dividends in the near future
• Our failure to meet the continued listing requirements of Nasdaq and TSXV could result in a delisting of our securities
• VI. ECONOMIC AND MARKET RISKS
• The volatility of commodity prices could affect the economic viability of the Company’s projects
• Many industries, including the mining industry, are impacted by volatile market conditions.
• The Company is exposed to global economic and political instability
• The Company is exposed to foreign currency and equity market fluctuations
• The Company is exposed to the threat of virus outbreaks or infectious diseases
• VII. REGULATORY RISKS
• The Company may be unable to obtain, retain or comply with necessary permits and licenses, which could adversely affect operations
• Challenges, disputes, or termination of the Company’s mining or exploration concessions, property holdings or titles could have a material adverse effect on the Company’s financial condition or results of operations
• Changes in tax legislation or accounting rules could affect the profitability of the Company
• The Company is subject to anti-bribery and anti-corruption laws
• Compliance with laws and regulations, including changes to such laws or regulations, could adversely affect the Company’s results of operations
• Compliance with environmental regulations, including changes to such laws or regulations, could adversely affect the Company’s results of operations
• The Company is subject to risks associated with climate change and in respect of compliance with emerging climate change regulations or costs
• Compliance with various laws and regulations may cause substantial delays and require significant cash and financial expenditure
• The Company is subject to risks related to referendums and resolutions in respect of prohibition or restriction of mining and related exports of minerals
• The Company is subject to risks associated with government and community/stakeholder regulation, approvals and license to operate
• VII. EMERGING MARKETS RISKS
• Operations in emerging markets expose the Company to increased levels of political, economic and other risks and uncertainties associated with foreign operations