NextSource Materials Inc 6-K, filed Mar 4, 2021
NextSource Materials Inc. (NSRCF)
6-K
2021-03-04
For: 2019-11-04
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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 November,
2019
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
Notice of the 2019
Annual and Special Meeting of Shareholders as filed on SEDAR on
November 4, 2019.
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:
March 4, 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 INC.
145
Wellington Street West, Suite 1001, Toronto, Ontario, Canada M5J
1H8
NOTICE
OF THE 2019 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
I am
pleased to give you notice that the 2019 annual and special meeting
(the “Meeting”)
of holders (the
“Shareholders”) of common shares
(the “Shares”)
of NextSource Materials Inc. (the “Company”) will be held at the
offices of Cassels Brock & Blackwell LLP, Scotia Plaza, 21st
Floor, Toronto, Ontario, M5H 3C2 on December 2, 2019 at 10:00 a.m.
(Toronto time) for the following purposes:
1.
To receive the
financial statements of the Company for the fiscal year ended June
30, 2019 and the Auditors’ Report thereon.
2.
To elect seven
directors of the Company, each to hold their offices until the next
annual meeting of the Shareholders or until their successors have
been duly elected and qualified or until the earlier of their
resignation, removal or death. The
Board of Directors recommends that Shareholders vote
“FOR” each Director.
3.
To approve the
re-appointment of MNP LLP, Chartered Accountants, as the
Company’s auditors for the fiscal year ending June 30, 2020
and to authorize the Board of Directors to fix their remuneration.
The Board of Directors recommends
that the Shareholders vote “FOR” this
proposal.
4.
To approve an
amendment to the articles of continuance of the Company, to be
completed at the Board’s sole discretion, to effect a share
consolidation (reverse stock split) of the Company’s
outstanding Shares in a ratio of between one-for-five and
one-for-ten at any time prior to the one year anniversary of the
Meeting, without further Shareholder approval; provided that all
fractional Shares as a result of the share consolidation shall be
automatically rounded up to the next whole Share. The Board of Directors recommends that the
Shareholders vote “FOR” this
proposal.
5.
To transact other
business as may properly come before the Meeting or any
adjournments thereof.
Particulars of the
foregoing matters are set forth in the accompanying management
information circular of the Company dated October 23, 2019 (the
“Circular”).
The
Board of Directors has fixed the close of business on October 23,
2019 at 5:00 p.m. (Toronto time) as the record date for the
Meeting. Only registered Shareholders at such time are entitled to
notice of, and to vote at, the Meeting.
Regardless of the
number of Shares you own or whether you plan to attend the Meeting,
it is important that your Shares be voted.
If you
hold your Shares directly and will attend the Meeting, remember to
bring a form of personal identification with you and, if acting as
a proxy for another Shareholder, bring written confirmation from
that Shareholder that you are acting as a proxy. If you hold your
Shares directly (that is, as a registered Shareholder) and are
unable to attend the Meeting in person, complete, date, sign and
return the accompanying form of proxy in the enclosed envelope to
the TSX Trust Company, 100 Adelaide Street West, Suite 301,
Toronto, Ontario, Canada, M5H 4H1, Attention: Proxy Department , by
10:00 a.m. ET on November 28, 2019.
If you
hold your Shares in "street name" (that is, as a non-registered
Shareholder through a broker, bank or other nominee (such as CDS
&Co.)) and will attend the Meeting, bring a form of personal
identification with you and proof of beneficial ownership. If you
hold your Shares in "street name" and are unable to attend the
Meeting, complete, date and sign the voting instruction form that
has been provided by your broker, bank or other nominee and return
it in the enclosed envelope in accordance with the instructions
provided by your broker, bank or other nominee.
The
Company will be using the notice-and-access model provided under
National Instrument 54-101 –Communication with Beneficial Owners of
Securities of a Reporting Issuer (“Notice and Access”) for the
delivery of the Circular, the financial statements of the Company
for the fiscal year ended June 30, 2019, and other related
materials of the Meeting (the “Meeting Materials”) to
Shareholders. Under Notice and Access, instead of receiving printed
copies of the Meeting Materials, Shareholders receive a package in
the mail containing: (i) information on the Meeting date, location
and purpose; (ii) a form of proxy or voting instruction form so
Shareholders can vote their Shares; and (iii) information on how
they may electronically access the Meeting Materials. However, the
Company will mail paper copies of the Meeting Materials to those
registered and non-registered Shareholders who have previously
elected to receive paper copies of the Meeting
Materials
The
Meeting Materials will be available at
https://docs.tsxtrust.com/2084 on or about November 8, 2019 and
will remain on the website for one full year thereafter. Meeting
Materials are also available upon request, without charge, by
e-mail at TMXEInvestorServices@tmx.com or by calling toll-free
1-866-600-5869, or can be accessed online on SEDAR at www.sedar.com on
or about November 8, 2019.
To
receive the Meeting Materials in advance of the proxy deposit date
and Meeting date, requests for printed copies must be received at
least five business days (i.e. by November 21, 2019) in advance of
the proxy deposit date and time set out in the accompanying form of
proxy or voting instruction form. Shareholders may make this
request by following the instructions on their form of proxy or
voting instruction form
The
Meeting for which this notice is given may be adjourned without
further notice other than announcement at the Meeting or any
adjournment thereof. Any business for which notice is hereby given
may be transacted at any such adjourned Meeting.
BY
ORDER OF THE BOARD OF DIRECTORS
(signed) “Craig Scherba”
Craig
Scherba,
President and Chief
Executive Officer