NextSource Materials Inc. Announces Intention to Redomicile to Canada
NextSource Materials Inc. Announces Intention to Redomicile to Canada
TORONTO, Nov. 13, 2017 -- NextSource Materials Inc. (TSX:NEXT) (OTCQB:NSRC) (“ NextSource” or the “ Company”)
announces that it intends to move the corporate domicile of the Company to Canada (the “ Redomicile ”), under the Canada
Business Corporations Act ( “CBCA”) pending stockholder approval. The Company is currently incorporated under the laws of
Minnesota.
Management believes that being continued in Canada from Minnesota will assist the Company in advancing its business plan
internationally and will provide the Company certain cost savings related to reduced administrative, legal and accounts
matters, as well as logically aligning our corporate domicile to where the head office and executive management reside.
The Company will continue to conduct the same business as the Company conducted prior to the Redomicile and will
continue to be traded on the TSX under the symbol “NEXT” and on the OTCQB under the symbol “NSRC”.
MAJORITY STOCKHOLDER APPROVAL REQUIRED
In order for the Company to complete its proposed corporate Redomicile to Canada, it is required to obtain majority approval
(50-percent plus one) from existing stockholders.
To this end, the Company has filed a definitive Proxy Statement that is being mailed to all stockholders on or about November
13, 2017 ahead of its upcoming 2017 Annual and Special Meeting (the “AGM”) of stockholders.
The Board of Directors unanimously recommends that stockholders vote “ FOR” this proposal and support the Company’s
continuing efforts to operate in the most efficient manner and reduce operating expenses wherever possible.
Your vote is important regardless of the number of shares you own. NextSource encourages stockholders to read the
Proxy Statement in its entirety as it contains detailed information about the proposed Redomicile and other matters to be
considered at the AGM.
ANNUAL MEETING TIME & PLACE
The AGM is scheduled to take place on December 5 th, 2017 and will be held at the Company offices at 145 Wellington Street
West, Suite 1001, in Toronto, Ontario at 10:00 a.m. local time.
YOUR VOTE IS IMPORTANT. VOTE TODAY.
Board of Directors and Management UNANIMOUSLY recommend that Shareholders vote IN FAVOUR of the
Redomicile.
HOW TO VOTE
Due to essence of time, shareholders are encouraged to vote today using the internet, telephone or facsimile.
Stockholders can access and download an electronic copy of the Proxy Statement and Prospectus from NextSource’s
website at www.nextsourcematerials.com by navigating to the “Investors” tab, then “AGM Data/ 2017 Proxy Statement and
Prospectus” or directly at this link: http://nextsourcematerials.com/investors/agm-data/ . It will also be available under
NextSource’s profile on SEDAR at www.sedar.com and EDGAR at www.sec.gov.
Registered shareholders of NextSource
Registered shareholders (those who hold physical stock certificates) may vote by:
• Internet: Send completed proxy card to [email protected]
• Telephone: 1-416-364-4911 extension 305
• Facsimile: Fax completed proxy card to 1-416-364-2753
• By mail or attending the meeting in person: 145 Wellington St. West, Suite 1001, Toronto, ON
Non-registered shareholders of NextSource
Shareholders who hold shares of NextSource through a bank or other intermediary will have different voting instructions. In
most cases, non-registered shareholders will receive a voting instruction form as part of the meeting materials. Non-registered
shareholders are encouraged to carefully follow the instructions found therein, on how to submit their votes.
The proxy cut-off date for shares to be voted in advance of the Meeting will be on December 1, 2017.
STOCKHOLDERS QUESTIONS
Stockholders of NextSource who have questions regarding the Redomicile may contact the Company by telephone at
1.416.364.4911 ext. 305 or by email at [email protected].
Stockholders who may require assistance with voting may contact TSX Trust Company by telephone or email as set forth
below.
TSX Trust Company
By telephone at: 1-866-600-5869. By email at: [email protected]
ABOUT NEXTSOURCE MATERIALS INC.
NextSource Materials Inc. is a mine development company based in Toronto, Canada, that is developing its 100%-owned Molo
Graphite Project in southern Madagascar to expected production in 2018. The Molo Graphite Project is a feasibility-stage,
shovel-ready project and ranks as one of the largest-known and highest quality flake graphite deposits in the world and the
only project with SuperFlake® graphite.
Safe Harbour: This press release contains statements that may constitute “forward-looking statements” within the meaning of
applicable Canadian and United States securities legislation. Readers are cautioned not to place undue reliance on such
forward-looking statements. Forward-looking statements in this press release relates to the anticipated benefits of the
Redomicile, the approval of the Redomicile by our stockholders, the holding of the AGM, trading of our shares on the TSX and
OTCQB, and the continued conduct of our business. These 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. Readers are
encouraged to review the Company’s 10-K as well as the Proxy Statement, especially the risk factors contained therein. 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 as a result of new information, future events or otherwise, except as may
be required by applicable securities laws.
This communication does not constitute an offer to sell or the solicitation of an offer to buy our securities or the solicitation of
any vote or approval. In connection with the proposed Redomicile, on October 30, 2017, the Company filed with the SEC an
amendment to its registration statement on Form S-4 (Registration No. 333-220899) that includes a preliminary
prospectus/preliminary proxy statement of the Company, which registration statement was declared effective on November 1,
2017. The Company filed the definitive proxy statement/prospectus with the SEC on November 2, 2017, which is being mailed
to shareholders of the Company on or about November 13, 2017. INVESTORS ARE ADVISED TO READ THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) CAREFULLY
AND ANY OTHER MATERIALS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED REDOMICILE AND THE COMPANY. Investors may
obtain a free copy of the definitive proxy statement/prospectus and other relevant documents (when available) filed and to be
filed with the SEC from the SEC's web site at www.sec.gov or at the Company's web site at www.nextsourcematerials.com.
Investors will also be able to obtain, without charge, a copy of the definitive proxy statement/prospectus and other relevant
documents (when available) by directing a request by mail or telephone to Investor Relations, NextSource Materials Inc., 145
Wellington Street West, Suite 1001,Toronto, Ontario, Canada M5J 1H8, telephone 1.416.364.4911 ext. 305 or by email at
[email protected]. The Company and its directors and officers may be deemed to be participants in the
solicitation of proxies from the Company's shareholders in connection with the proposed Redomicile. Information about these
persons is set forth in the definitive proxy statement/prospectus and in documents subsequently filed by its directors and
officers under the Securities Exchange Act of 1934, as amended. Investors may obtain additional information regarding the
interests of such persons, which may be different from those of the Company's shareholders generally, by reading the
definitive proxy statement/prospectus and other relevant documents regarding the proposed redomicile transaction filed and to
be filed with the SEC.
For further information contact: +1.416.364.4911
Brent Nykoliation, Senior Vice President, Corporate Development at [email protected] or Craig Scherba,
President and CEO at [email protected]