NextSource Materials Announces C$25 Million LIFE Offering to Advance UAE Battery Anode Facility
NextSource Materials Announces C$25 Million LIFE Offering
to Advance UAE Battery Anode Facility
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, Ontario February 9, 2026 — NextSource Materials Inc. (“NextSource” or the “Company”) (TSX:NEXT)
is pleased to announce that it has engaged Stifel Canada as lead agent and sole bookrunner and Maxim Group
LLC as co-agent , in connection with a “best -efforts” private placement of 58,823,500 units of the Company (the
“Units”) at a price of $0.425 per Unit (the “Offering Price”) for aggregate gross proceeds of C$24,999,987.50 (the
“Offering”).
Each Unit will consist of one common share of the Company (a " Common Share ") and one -half (½) of one
Common Share purchase warrant of the Company (each whole warrant, a " Warrant"). Each Warrant will be
exercisable to acquire one Common Share at an exercise price of C$ 0.55 per Common Share for a period
beginning 61 days following the Closing Date (as defined below) and expiring 3 years following the Closing Date.
The net proceeds from the Offering are expected to be used to advance the UAE Battery Anode Facility, update
the Molo technical report and for general corporate purposes as disclosed in the offering document.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106
- Prospectus Exemptions ("NI 45-106"), the Units will be offered for sale to purchasers resident in each of the
provinces of Canada, except Québec, and/or other jurisdictions outside of Canada pursuant to the listed issuer
financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 – Exemptions
from Certain Conditions of the Listed Issuer Financing Exemption (the "Listed Issuer Financing Exemption ").
As the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the Units issued pursuant
to the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws. There is an
offering document related to the Offering that can be accessed under the Company's issuer profile on SEDAR+
at www.sedarplus.ca and on the Company's website at www.nextsourcematerials.com. Prospective investors
should read the offering document before making an investment decision.
The Company is party to an investment agreement with Vision Blue Resources Limited (“ Vision Blue”) pursuant
to which, among other things, the Company granted Vision Blue a contractual right to participate in equity
financings on the same terms as such financings to maintain its ownership percentage in the Company. The
Company will provide the necessary notice to Vision Blue in accordance with the terms of the investment
agreement. Although no assurance can be provided, the Company anticipates that Vision B lue will participate in
the Offering to maintain their pro-rata equity interest in the Company.
The Company has also entered into an amended and restated loan facility with Vision Blue (the “ Amended
Facility”) which increased the maximum capacity under the existing facility from US$30,000,000 to
US$50,000,000. Drawdowns remain at the discretion of Vision Blue and there is no assurance that additional
advances will be available to the Company under the Amended Facility. However, the Company expects that, at
closing of the Offering, the Company and Vision Blue will enter into a consent agreement under which Vision Blue
will commit to advancing US$5,000,000 under the Amended Facility subject to the satisfaction of certain conditions
precedent and will extend the maturity date under the Amended Facility to the date that is 12 months following the
Closing Date.
The Offering is scheduled to close on or about February 24, 2026 (the "Closing Date") and is subject to certain
conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the
approval of the Toronto Stock Exchange.
The securities referred to in this news release have not been and will not be registered under the United States
Securities Act of 1933, as amended (the " U.S. Securities Act "), or any state securities laws and may not be
offered or sold within the United States or to, or for the account or benefit of, "U.S. Persons" (as such term is
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defined in Regulation S under the U.S. Securities Act) absent such registration or an applicable exemption from
the registration requirements of the U.S. Securities Act. This news release does not constitute an offer for sale of
securities, nor a solicitation for offers to buy any securities.
Related Party Transaction
Vision Blue holds 47.5% of the Company's issued and outstanding shares (47.5% on a partially diluted basis).
Accordingly, the Amended Facility constitutes a "related party transaction" as defined under Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").
The Company is not required to obtain a formal valuation in respect of the Amended Facility. The Company is
exempt from the need to obtain minority shareholder approval per subsection 5.7(1)(f) of MI 61 -101, as the
Amended Facility is on reasonable commer cial terms that are not less advantageous to the Company than if the
Amended Facility were obtained from a person dealing at arm's length with the Company and the Amended Facility
is not convertible, directly or indirectly into equity of the Company or a s ubsidiary of the Company. The Board of
Directors of NextSource, with the exception of Sir Mick Davis (being a Director of Vision Blue) who declared his
interest and recused himself, unanimously approved the Amended Facility.
About NextSource Materials Inc.
NextSource Materials Inc. is a battery materials company based in Toronto, Canada that is intent on becoming a
vertically integrated global supplier of battery materials through the mining and value-added processing of graphite
and other minerals.
The Company’s Molo graphite project in Madagascar is one of the largest known and highest -quality graphite
resources globally, and the only one with SuperFlake® graphite. The Molo mine has begun production through
Phase 1 mine operations.
The Company is also developing a significant downstream graphite value-add business through the staged rollout
of Battery Anode Facilities (BAF) capable of large -scale production of coated, spheronized and purified graphite
for direct delivery to battery and automotive customers, in a fully transparent and traceable manner. The Company
is now in the process of developing its first BAF in the UAE.
NextSource Materials is listed on the Toronto Stock Exchange under the symbol “NEXT” and on the OTCQB under
the symbol “NSRCF”.
For further information about NextSource Materials, please visit our website at www.nextsourcematerials.com or
contact us at +1.416.364.4911 or email Brent Nykoliation, Executive Vice President at
Cautionary Note Regarding Forward-Looking Statements
This news release contains statements that may constitute “forward -looking information” or “forward -looking
statements” within the meaning of applicable Canadian and United States securities legislation. Readers are
cautioned not to place undue reliance on forward-looking information or statements. Forward looking statements
and information are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”,
“anticipate”, “estimate”, “potential”, “possible” and other similar words , or statements that certain events or
conditions “may”, “will”, “could”, or “should” occur. Forward- looking statements include any statements regarding,
among others: receipt of approvals related to the Offering; the size of the Offering; timing of closing of the Offering;
and the intended use of proceeds from the Offering; the execution of the consent agreement (including the
additional advance and the extension of the maturity date of the Amended Facility); and availability of the additional
advances under the Amended Facility . These statements are based on current expectations, estimates and
assumptions that involve a number of risks, which could cause a ctual results to vary and, in some instances, to
differ materially from those anticipated by the Company and described in the forward-looking statements contained
in this news release. No assurance can be given that any of the events anticipated by the for ward-looking
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statements will transpire or occur or, if any of them do so, what benefits the Company will derive there from. The
forward-looking statements contained in this news release are made as at the date of this news release and the
Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements,
whether because of new information, future events or otherwise, except as may be required by applicable
securities laws. Although the forward -looking statements contained in this news release are based on what
management believes are reasonable assumptions, the Company cannot assure investors that actual results will
be consistent with them. These forward-looking statements are made as of the date of this news release and are
expressly qualified in their entirety by this cautionary statement.