NextSource Materials Inc 6-K, filed Mar 4, 2021
NextSource Materials Inc. (NSRCF)
6-K
2021-03-04
For: 2021-02-08
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Added on
April 12, 2026
About this 6-K
NextSource Materials Inc filed this 6-K on March 4, 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 February,
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
February 8, 2021 announcing strategic investment led by Sir Mick
Davis to fully fund construction of Molo Mine in
Madagascar.
Vesting of
restricted share units.
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.
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NEXTSOURCE
MATERIALS INC.
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Dated: March 4,
2021
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By:
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/s/ Marc Johnson
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Marc
Johnson
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Chief Financial Officer |
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Exhibit 99.1
NextSource
Materials Secures Strategic Investment Led by Sir Mick Davis to
Fully Fund Construction of Molo Mine in Madagascar
HIGHLIGHTS
●
Vision Blue Resources Ltd, a newly created battery
commodity/resource-focused investment company founded by Sir Mick
Davis (former CEO of Xstrata Plc), has committed to a strategic
investment in NextSource Materials to fully fund the construction
of its Molo graphite mine in Madagascar
●
Financing Package for total gross proceeds of US$29.5M as
follows:
o
US$6.1M equity private placement to close prior to end of
February
o
US$12.4M equity private placement to close following shareholder
approval
o
US$11.0M in non-dilutive royalty financing
●
Proceeds to be used to bring the Molo mine into production with
targeted completion in first half of 2022
●
Proceeds to be further used to fast-track completion of two
technical studies to confirm the capital and operating costs for
the next phase of mine expansion, and construct a value-added
graphite processing plant to produce SPG (spheronized, purified
graphite) for lithium-ion batteries in electric
vehicles
●
Construction of the Molo mine to commence imminently following the
closing of the first private placement with ordering of the longer
lead items for the mine processing plant
●
Vision Blue granted a "Right of First Refusal" to provide financing
for the expansion plan of the Molo mine
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Sir Mick Davis to be appointed Chairman of NextSource Materials
upon Closing of the initial private placement
TORONTO, ON / ACCESSWIRE / February 8, 2021
/ NextSource Materials Inc. (TSX:NEXT)(OTCQB:NSRCF)
("NextSource" or the "Company") is pleased to announce that it has
entered into a binding agreement with Vision Blue Resources
("Vision Blue"), a private investment company created and led by
Sir Mick Davis, former CEO of Xstrata Plc, to provide a financing
package (the "Financing Package") for total gross proceeds of
US$29.5M. The proceeds of the Financing Package will be used to
bring the Company's Molo graphite mine in Madagascar into full
production, with targeted completion in the first half of
2022.
Sir
Mick Davis commented,
"This investment in NextSource underlines our belief that the
massive secular change in demand for critical battery material
resources is not being met by an appropriate supply side response,
largely as a result of capital constraints. Vision Blue's
investment into NextSource is aligned with our strategy to assemble
a portfolio of strategically significant investments in
high-quality, responsibly managed and proven battery material
mining assets.
We view NextSource's Molo project as one of the best graphite
assets globally and well- positioned for significant upside in
growth and value due to the impressive strategic partnerships they
have forged.
Our initial investment is just the first in unlocking Molo's
potential and it is our intention to help create a major battery
materials producer on a global scale. We are pleased to support its
growth to realise its value for all investors and
stakeholders."
Craig
Scherba, President and CEO of NextSource commented,
"We are delighted that Sir Mick has chosen NextSource and our Molo
project as Vision Blue's flagship graphite asset. Vision Blue's
investment will enable us to move toward full production by
mid-2022, and to accelerate our strategic battery anode development
plans with our industry- leading partners. Vision Blue's
involvement as our major strategic shareholder, coupled with the
potential of our Molo graphite project, firmly positions NextSource
to quickly become a significant market disruptor in the burgeoning
battery materials market."
About
Sir Mick Davis
Sir
Mick Davis has extensive capital markets and corporate transactions
experience. During his career, he has raised almost US$40 billion
from global capital markets and completed over US$120 billion of
corporate transactions.
●
Former CEO and
founder of Xstrata Plc, an Anglo-Swiss multinational mining company
until its merger with Glencore Plc in 2013
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Former CFO of
Billiton Plc and Chairman of Billiton Coal
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Founder and former
partner at X2 Resources, a $5.6 billion mining investment
fund
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Former Executive
Director of South Africa's electricity utility Eskom
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Extensive capital
markets and corporate transactions experience
●
Raised almost US$40
billion from global capital markets and completed over US$120
billion of corporate transactions, including the creation of the
Ingwe Coal Corporation in South Africa; the listing of Billiton on
the LSE; the merger of BHP and Billiton; as well as numerous
transactions at Xstrata culminating in the sale to
Glencore
●
40+ years of
experience in the Mining, Industrial and Natural Resources sectors
and engagement at governmental and operational levels
The
Initial Private Placement
The
US$29.5 million Financing Package will fully fund construction of
the Molo Graphite mine and will be completed in two tranches. The
first tranche comprises an initial non-brokered, private placement
equity investment of US$6.1 million (C$7.8 million) (the "Initial
Private Placement") through the issuance of 120,000,000 common
shares of the Company at a price of C$0.065 per share representing
an approximate 16.7% equity ownership into NextSource.
Completion of the
Initial Private Placement is subject to customary conditions. In
connection with the Initial Private Placement, the Company has
granted Vision Blue certain rights, subject to maintaining certain
shareholding thresholds, including the right to appoint two
directors to the Board of the Company, inclusive of Sir Mick Davis,
who will be appointed Chairman of the Board at the time of closing
of the Initial Private Placement. In addition, Vision Blue has been
granted a right of first refusal to finance the expansion of the
Molo Project as well as a right to participate in
future equity financings on the same terms as such financing in
order to maintain its ownership percentage in the
Company.
Construction
to Commence Imminently with Fast Tracking of Expansion
Studies
The
proceeds of the Initial Private Placement of approximately US$6.1
million will allow the Company to immediately commence the
construction phase of the Molo mine through the ordering of longer
lead items for the processing plant 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 expects that the Initial Private Placement will close prior
to the end of February 2021.
Second
Private Placement
The
second tranche of the Financing Package will be completed through
an additional private placement (the "Second Private Placement") of
232,142,857 units of the Company (the "Units") for additional gross
proceeds of US$12.4 million. Each Unit will be issued a price of
C$0.07 per Unit (subject to adjustment based on the US exchange
rate) and will be comprised of one common share of the Company and
one common share purchase warrant (a "Warrant"). 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. On completion of
the Second Private Placement, Vision Blue will own approximately
37.0% of the issued and outstanding common shares of NextSource, or
approximately 49.4% on a partially diluted basis, based on the
current issued and outstanding common shares.
The
securities acquired by Vision Blue will be subject to a 1-year
lock-up from the closing of the Initial Private Placement with a
periodic release schedule, which lock-up will terminate if the
Second Private Placement does not occur for any reason. In
addition, each of the Directors and Officers of the Company have
agreed to similar lock-up periods for the securities that they
hold.
The
Second Private Placement is subject to the approval of a majority
of the shareholders of the Company in accordance with the policies
of the Toronto Stock Exchange at a special shareholder meeting (the
"Special Meeting"). The Officers and Directors of the Company have
entered into voting undertaking agreements pursuant to which each
have agreed to vote in favour of the resolution at the Special
Meeting. The Company will schedule the Special Meeting shortly and
will issue a further news release announcing the details of the
Special Meeting once finalized.
Completion of the
Initial Private Placement and the Second Private Placement is
subject to receipt of all necessary regulatory approvals including
the approval of the Toronto Stock Exchange.
The
Royalty
The
parties have also entered into a secured royalty agreement (the
"Royalty Agreement") pursuant to which Vision Blue will advance,
subject to the satisfaction of certain conditions, a total of US$11
million in exchange for a royalty in respect of sales of
SuperFlake® graphite concentrate from the Molo Graphite
Project.
Under
the term of the Royalty Agreement, the Company will pay to Vision
Blue the greater of:
(i)
US$1.65 million or (ii) 3% of the gross revenues from
SuperFlake® sales (the "GSR"). Once Vision Blue has received a
cumulative royalty payment of US$16.5 million, the GSR will be
calculated as 3% of the gross revenues from the Company's
SuperFlake® sales. NextSource will have the option at any time
to reduce the GSR to 2.25% upon payment to Vision Blue of US$20
million.
In
addition, NextSource will pay to Vision Blue 1.0% of the gross
revenues from sales of vanadium pentoxide ("V2O5") for a period of
15 years following commencement of production of V2O5.
Vision
Blue will receive a 5% (US$1.5 million) financing fee on the total
US$29.5 million investment, equating to US$28 million in total net
proceeds to NextSource. The financing fee will be payable only when
the royalty financing is provided by Vision Blue.
About
Vision Blue Resources
Vision
Blue was founded in December 2020 by Sir Mick Davis to identify and
capture opportunities in battery and technology minerals linked to
EV & 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 utilises 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 preparing to begin construction of its
100%-owned Molo Graphite Project in southern Madagascar. The Molo
Graphite Project is a fully permitted and funded project that hold
a large high quality flake graphite deposit and is the only project
with SuperFlake® graphite.
The
Company will utilise an all-modular build approach to constructing
the Molo mine. Initial production is expected to be 17,000 tonnes
per annum ("tpa") over the first two years of production followed
by mine expansion in Year three. Offtakes are in place for more
than 100% of initial production.
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, Corporate Development at brent@nextsourcematerials.com or
email Craig Scherba, President and CEO at craig@nextsourcematerials.com.
Safe Harbour: 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 the funding of the Molo
Project, closing of the various tranches of the Financing Package,
draw down on the Royalty Agreement, shareholder approval in respect
of the Second Private Placement, construction of the Molo project
and SPG plant, completion of the technical studies and expansion of
the Molo Graphite Project. 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 the risk that the conditions to
the Second Private Placement are not met, including as a result of
the failure to get shareholder approval. 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.
SOURCE: NextSource Materials
Inc.
Exhibit 99.2
On
February 7, 2021, the 5,174,424 RSUs granted to officers on
December 29, 2020 fully vested. The RSUs entitle the holders to
receive 5,174,424 common shares for no additional
consideration.