NextSource Materials Announces Closing of $25 Million LIFE Offering to Advance UAE Battery Anode Facility
NextSource Materials Announces Closing of $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 24, 2026 — NextSource Materials Inc. (“NextSource” or the “Company”)
(TSX:NEXT) is pleased to announce that it has closed its previously announced brokered private placement
offering (the “Offering”) of units of the Company (the “Units”) for aggregate gross proceeds of C$24,999,987,
issuing 58,823,500 Units at a price of $0.425 per Unit.
The Offering was oversubscribed due to strong investor demand, with investor allocation capped by the final
amount of C$24,999,987. Vision Blue Resources Ltd. (“Vision Blue”) purchased 27,944,464 Units under the
Offering to maintain its pro rata ownership in the Company.
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.
Each Unit consists 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 entitles the holder
thereof to purchase one Common Share at an exercise price of C$0.55 per Common Share for a period beginning
61 days after the date hereof and expiring 36 months following the date hereof.
The Units distributed in connection with the Offering were issued and sold in accordance with the listed issuer
financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions, as amended by
Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption
(the "LIFE Exemption"). A copy of the offering document related to the Offering is available to access under the
Company's issuer profile on SEDAR+ at www.sedarplus.ca and on the Company's website at
www.nextsourcematerials.com. In accordance with the LIFE Exemption, the Units issued in connection with the
Offering are not subject to a hold period pursuant to applicable Canadian securities laws. The Offering is subject
to final approval of the Toronto Stock Exchange.
The Offering was conducted on a “best-efforts” basis by Stifel Canada, acting as lead agent and sole bookrunner,
and Maxim Group LLC, as co-agent (the “Agents”).
The participation of Vision Blue in the Offering constitutes a “related party transaction” pursuant to Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company
has determined that the transaction is exempt from the formal valuation and minority shareholder approval
requirements of MI 61-101 by virtue of the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as
neither the fair market value of securities issued to Vision Blue nor the consideration paid by Vision Blue exceeded
25 percent of the Company’s market capitalization. The Company did not file a material change report in respect
of the transaction 21 days in advance of closing of the Offering because Vision Blue’s participation had not been
confirmed. The shorter period was necessary in order to permit the Company to close the Offering in a timeframe
consistent with usual market practice for transactions of this nature.
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
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.
About NextSource Materials Inc.
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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 Toronto Stock Exchange approvals related to the Offering; and the intended use of
proceeds from the Offering. These statements are based on current expectations, estimates and assumptions that
involve a number of risks, which could cause actual 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 forward-looking 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 base d 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.