NextSource Materials Closes Private Placement for Gross Proceeds of CAD$14.7 Million
NextSource Materials Closes Private Placement for Gross Proceeds of CAD$14.7 Million
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U.S. Person.
TORONTO, ON / ACCESSWIRE / October 11, 2024 / NextSource Materials Inc.
(TSX:NEXT)(OTCQB:NSRCF) ("NextSource" or the "Company") announces it has closed a
non-brokered private placement offering of 27,728,100 common shares of the Company
("Shares") at a price of CAD$0.53 per Share for aggregate gross proceeds of CAD$14,695,893
(the "Offering").
Vision Blue Resources Limited. ("Vision Blue") purchased 15,582,300 Shares under the
Offering for a total subscription price of CAD$8,258,619, with significant new and existing
shareholders of the Company representing the remaining investors.
The net proceeds of the Offering are intended to be used primarily to progress the Company's
strategy of a staged rollout of Battery Anode Facilities (BAF) to produce active anode material
for EV batteries. Certain proceeds will also be used at the Molo Mine in connection with Phase 2
expansion, working capital requirements as well as general and administrative expenses.
Finder fees were paid in relation to the Offering, consisting of CAD$61,266
The Shares will be subject to a hold period in Canada expiring four months and one day from the
date hereof.
The Company has obtained conditional approval from the Toronto Stock Exchange (the "TSX")
for the listing of all Shares issued pursuant to the Offering. The Offering is subject to receipt of
final approval from the TSX.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of the Shares in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. This press release does not constitute an offer of Shares for sale in the United States.
The Shares offered have not been, nor will they be, registered under the United States Securities
Act of 1933, as amended, and such Shares may not be offered or sold within the United States
absent registration under U.S. federal and state securities laws or an applicable exemption from
such U.S. registration requirements.
Related Party Disclosure
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.
Early Warning Disclosure
Prior to the Offering, Vision Blue held an aggregate of 72,580,072 common shares of the
Company ("Common Shares"), representing approximately 46.6% of the outstanding Common
Shares on a non-diluted basis and approximately 46.6% on a partially diluted basis.
After giving effect to the closing of the Offering, Vision Blue owns and exercises control or
direction over 88,162,372 Common Shares, zero Options and zero RSUs, representing
approximately 48.0% of the outstanding Common Shares on a non-diluted basis and
approximately 48.0% on a partially diluted basis.
Vision Blue is acquiring the Common Shares for investment purposes and intends to review its
investment in NextSource on a continuing basis. Vision Blue may, depending on market and
other conditions, increase or decrease its beneficial ownership, control or direction, over
securities of NextSource through market transactions, private agreements, treasury issuances or
otherwise. Vision Blue's registered address is 1 Royal Plaza, Royal Avenue, St Peter Port, GY1
2HL, Guernsey.
For more information, or to obtain a copy of the subject early warning report, please contact:
Aura Financial [email protected]
+44 207 321 0000
About NextSource Materials Inc.
NextSource Materials Inc. is a battery materials development 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, with Phase 1 mine operations currently being optimized to reach its
nameplate production capacity of 17,000 tpa of graphite concentrate.
The Company is also developing a significant downstream graphite value-add business through
the staged rollout of Battery Anode Facilities capable of large-scale production of coated,
spheronized and purified graphite for direct delivery to battery and automotive customers,
outside of existing Asian supply chains, in a fully transparent and traceable manner.
NextSource Materials is listed on the Toronto Stock Exchange under the symbol "NEXT" and on
the OTCQB under the symbol "NSRCF".
Investors: Brent Nykoliation Executive Vice President +1.416.364.4911
Media: Michael Oke/Andy Mills +44 207 321 0000 [email protected]
CAUTIONARY NOTE
This press 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, the terms and conditions of the Offering, including final
approval of the TSX in respect thereof; timing of on-site construction including the processing
plant, process improvements and mine plant adjustments as well as production estimates and
timing thereof, the rollout of Battery Anode Facilities including the capabilities and the timing
thereof. 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 press 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 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. Subject to applicable securities laws, the Company does
not assume any obligation to update or revise the forward-looking statements contained herein to
reflect events or circumstances occurring after the date of this news release.
SOURCE: NextSource Materials Inc.