NextSource Materials Inc 6-K, filed May 19, 2021
NextSource Materials Inc. (NSRCF)
6-K
2021-05-19
For: 2021-05-19
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April 12, 2026
About this 6-K
NextSource Materials Inc filed this 6-K on May 19, 2021.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the
month of May,
2021
Commission
File Number 000-51151
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NEXTSOURCE MATERIALS INC.
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(Translation
of registrant’s name into English)
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1940-130 King Street West Toronto, Ontario, Canada M5X
2A2
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(Address
of principal executive office)
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Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F
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Form
20-F
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☒
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Form
40-F
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☐
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule
101(b)(1):
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Yes
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☐
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No
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☒
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule
101(b)(7):
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Yes
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☐
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No
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☒
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Exhibits
Press release dated
May 19, 2021.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated:
May 19, 2021
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NEXTSOURCE MATERIALS INC.
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/s/
Marc Johnson
Marc
Johnson
Chief
Financial Officer
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Exhibit 99.1
NextSource Materials Successfully Closes Second Private Placement
of Strategic Investment by Vision Blue Resources
NEWS RELEASE – TORONTO, May 19,
2021
NextSource Materials Inc. (TSX:NEXT) (OTCQB:NSRCF)
(“NextSource” or the “Company”) is pleased
to announce the closing of the second private placement (the
“Second Private Placement”) pursuant to the US$29.5
million investment agreement (the “Investment
Agreement”) entered between the Company and Vision Blue
Resources Limited (“Vision Blue”) on February 8, 2021.
Vision Blue is a newly created battery commodity/resource-focused
private investment company founded by Sir Mick Davis.
The
Second Private Placement comprises a private placement of 232,142,857
units of the Company (the “Units”), consisting of
232,142,857 common shares in the capital of the Company and
232,142,857 common share purchase warrants (“Warrants”)
of the Company. Each Unit was issued at a price of C$0.07 per Unit
for gross proceeds of approximately US$12.4 million. Each Warrant
will entitle Vision Blue to purchase one additional common share of
the Company at a price of C$0.10 per share for a period of two
years following the closing of Second Private
Placement.
The
Investment Agreement includes the initial private placement of
US$6.1 million that was completed on March 15, 2021, the Second
Private Placement of US$12.4 million (as described above) and a
royalty agreement pursuant to which Vision Blue will advance a
total of US$11.0 million in the form of a royalty agreement in
exchange for a royalty in respect of sales of SuperFlake®
graphite concentrate from the Molo Graphite Project. The royalty
agreement is expected to close on or around May 27, 2021. As
reported on May 18, 2021, the Company’s shareholders, in
accordance with the policies of the Toronto Stock Exchange,
approved the Second Private Placement resolution by a majority of
87.80% of the votes cast excluding the 120,000,000 common shares
held by Vision Blue as a result of the initial private placement
aforementioned above.
The
proceeds of the initial private placement, the Second Private
Placement and the royalty agreement will allow the Company to fully
fund the construction of Phase One of the Company’s Molo
graphite mine in Madagascar and to fast track the completion of two
technical studies. The studies will be commissioned in order to
confirm the capital and operating costs for the next phase of mine
expansion, and to construct a stand-alone, value-added graphite
plant to produce spherical and purified graphite
(“SPG”) for lithium-ion batteries in electric vehicles
(“EVs”).
The
Company has initiated construction of Phase One of the mine.
Construction will take approximately 12 months and mine
commissioning is expected to begin in April 2022.
The
Company has obtained conditional approval from the Toronto Stock
Exchange for the listing of all common shares issued pursuant to
the Second Private Placement.
EARLY WARNING DISCLOSURE
Following
closing of the Second Private Placement, Vision Blue has beneficial
ownership of, or control and direction over 352,142,857 common
shares, 232,142,857 Warrants and 1,500,000 stock options (each, an
“Option”), entitling the holder to purchase one common
share at a price of C$0.36 per share and expiring on March 19,
2023, representing approximately 36.30% of the outstanding common
shares on a non-diluted basis and 48.66% on a partially diluted
basis. Prior to closing of the Second Private Placement, Vision
Blue had beneficial ownership of, or control and direction over
120,000,000 common shares and 1,500,000 Options, representing
approximately 16.26% of the outstanding common shares on a
non-diluted basis and 16.43% on a partially diluted basis. The
common shares and Warrants acquired by Vision Blue will be subject
to a lock-up ending on March 15, 2022 with a periodic release
schedule.
Vision
Blue acquired the common shares and Warrants 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 head office is located at Third Floor, 1 Le
Truchot, St Peter Port, Guernsey GY1 1WD.
For more information, or to obtain a copy of the subject early
warning report, please contact:
Sir
Mick Davis
info@vision-blue.com
+44
(0)2073899512
ABOUT VISION BLUE RESOURCES LIMITED
Vision
Blue was founded in December 2020 by Sir Mick Davis to identify and
capture opportunities in battery and technology minerals linked to
EVs & Grid Storage growth.
Vision
Blue targets companies in established mining jurisdictions, with
well-advanced and best-in-class battery material assets that are
scalable and can be brought into production rapidly. Vision Blue
aims to work with existing management teams to provide critical
growth capital, technical support, experience in securing future
finance, and ultimately the delivery of an exit strategy. Where
possible, Vision Blue utilizes a phased development approach based
upon self-financed expansion to achieve large scale revenue and
cash flows across the entire battery materials vertical supply
chain. For further information about Vision Blue visit their
website at www.vision-blue.com.
ABOUT NEXTSOURCE MATERIALS INC.
NextSource
Materials Inc. is a battery materials development company based in
Toronto, Canada that is intent on becoming a fully integrated,
global supplier of critical battery and technology materials needed
to power the sustainable energy revolution.
With
both the mining and environmental permits in place for its Molo
Graphite Project in Madagascar, the Company has initiated
construction of Phase 1 of the mine. Construction will take
approximately 12 months and mine commissioning is expected to begin
in April 2022, followed by a ramp up to a Phase One processing
plant capacity of 240,000 tpa of ore, producing approximately
17,000 tpa of high-quality SuperFlake® graphite
concentrate.
The
Company’s Molo graphite project is one of the largest known
and highest-quality graphite deposits and the only project with
SuperFlake® graphite. NextSource has also signed
strategic and exclusive partnerships with key offtake partners and
supply chain participants to build and operate its own turnkey
spheronized and purified graphite facilities, which will provide
anode material to international OEMs for use in lithium-ion and
fuel cell battery applications, and graphite for high-end,
value-added applications.
NextSource
Materials is listed on the Toronto Stock Exchange (TSX) under the
symbol “NEXT” and on the OTCQB under the symbol
“NSRCF".
Please
see “Molo Feasibility Study, National Instrument 43-101
Technical Report on the Molo Graphite Project located near the
village of Fotadrevo in the Province of Toliara, Madagascar
Prepared by Erudite Strategies (Pty) Ltd” dated May 31, 2019
for certain other details and assumptions relating to the
parameters of the project, mineral resource and reserve estimates
and data verification procedures. Mr. Craig Scherba, P.Geo.,
President and CEO of NextSource, is the qualified person who
reviewed and approved the technical information provided in this
press release.
For
further information about NextSource visit our website at
www.nextsourcematerials.com or contact us a +1.416.364.4911 or
email Brent Nykoliation, Executive Vice President at
brent@nextsourcematerials.com or Craig Scherba, President and CEO
at craig@nextsourcematerials.com.
This press release contains statements that may constitute
“forward-looking information” or “forward-looking
statements” ("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
release include statements regarding statements regarding Closing
of the Royalty, the financing package provided by Vision Blue being
sufficient to fully fund the Molo Graphite Project, timing for
completion and commissioning of the Molo Project, the processing
plant capacity, the use of proceeds of the strategic investment by
Vision Blue, the Company’s future plans in respect of future
investments and the intentions of Vision Blue. 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, including but not limited to the
risks that the Molo Graphite Mine is not built on the expected time
and cost estimates, that the mineral reserve and resource estimates
for the Molo Graphite Mine are incorrect, that expected recoveries
and costs to produce SPG are incorrect, and that permits and
licences to operate the Molo Graphite Mine may not be renewed or
may be revoked, and other risks discussed in the Company’s
public disclosure documents. 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.
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