NextSource Materials Inc 6-K, filed May 18, 2021
NextSource Materials Inc. (NSRCF)
6-K
2021-05-18
For: 2021-05-18
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April 12, 2026
About this 6-K
NextSource Materials Inc filed this 6-K on May 18, 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 18, 2021, announcing the results of the Special Meeting of
Shareholders approving the second private placement by Vision Blue
Resources Limited and the consolidation of its common
shares.
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 18, 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 Announces Results of Special Shareholder
Meeting
– Receives Approval for Completion of
Vision
Blue Resources’ Investment
NEWS RELEASE – TORONTO, May 18,
2021
NextSource Materials Inc. (TSX:NEXT) (OTCQB:NSRCF)
(“NextSource” or the “Company”) is pleased
to announce the results of the Special Meeting of Shareholders held
on May 17, 2021 (the “Meeting”) to seek approval of a
resolution authorizing the Company to complete the second private
placement (the “Second Private Placement”) pursuant to
the US$29.5 million investment agreement entered between the
Company and Vision Blue Resources Limited (“Vision
Blue”) on February 8, 2021 (the “Investment
Agreement”). Vision Blue is a battery
commodity/resource-focused private investment company founded by
Sir Mick Davis.
As of
April 5, 2021, which was the record date for the Meeting, there
were 733,806,918 common shares of the Company issued and
outstanding that were entitled to vote. A total of 395,204,855
common shares was represented in person or by proxy at the Meeting.
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.
The
Second Private Placement resolution authorizes 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 will be priced
at 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.
On
behalf of the Board of Directors, Sir Mick Davis, Chairman of
NextSource Materials and of Vision Blue Resources,
commented:
“I, along with the entire board of NextSource, would like to
thank our shareholders for their vote of confidence in Vision
Blue’s participation in the Company’s strategic
direction. With a solid foundation already in place, the Company is
well-positioned for significant growth and increased shareholder
value. Vision Blue’s investment is just the first stage in
unlocking its potential and it is my intent to assist NextSource in
becoming a large scale, vertically-integrated graphite
producer.”
PRIVATE PLACEMENT AND ROYALTY CLOSING
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,
subject to the satisfaction of certain conditions, a total of
US$11.0 million in exchange for a royalty in respect of sales of
SuperFlake® graphite concentrate from the Molo Graphite
Project.
The
Second Private Placement is expected to close on May 19, 2021, and
the royalty agreement is expected to close on or around May 27,
2021. Completion of the Second Private Placement is subject to
receipt of all necessary regulatory approvals including the
approval of the Toronto Stock Exchange.
The net
proceeds from the Investment Agreement will enable NextSource to
complete construction of Phase 1 of the Molo graphite mine and
initiate commissioning of the mine in April 2022.
COMMON SHARE CONSOLIDATION
As
required by the Investment Agreement, upon obtaining shareholder
approval of the Second Private Placement resolution, the Company
will be implementing a consolidation (reverse stock split) of its
Common Shares (the “Share Consolidation”) on the basis
of one (1) new Common Share for every ten (10) Common Shares
(the “Exchange Ratio”).
The
Exchange Ratio was determined by the Company’s Board of
Directors in accordance with the share consolidation resolution
that was approved by shareholders at the Company’s Annual and
Special Meeting of Shareholders held on December 29, 2020 (the
“AGM Meeting”). At the AGM Meeting, the Company’s
shareholders approved by a majority of 90.3% a share consolidation
of the Company’s outstanding common shares in a ratio of
between one-for-five and one-for-ten, at any time prior to the
one-year anniversary of the AGM Meeting, without further
shareholder approval and to be completed at the Board’s sole
discretion.
The
Share Consolidation will become effective on May 20, 2021, and the
common shares are expected to begin trading on the TSX Exchange and
the OCTQB Venture Market on a post-consolidation basis at the open
of markets on May 25, 2021.
The
stock symbol will remain unchanged as NEXT on the Toronto Stock
Exchange and as NSRCF on the OTCQB Venture Market in the United
States. The new CUSIP number and ISIN number for the
post-consolidated common shares is 65343M209 and CA65343M2094,
respectively.
As of
May 17, 2021, there were 733,806,918 issued and outstanding common
shares, and it is expected that there will be 73,380,692 issued and
outstanding common shares following the Share Consolidation,
subject to rounding for any fractional shares. No fractional Shares
will be issued as a result of the Share Consolidation. Shareholders
who otherwise would be entitled to receive a fractional common
share because they hold a number of common shares not evenly
divisible by the Exchange Ratio will automatically be entitled to
receive an additional fraction of a common share to round up to the
next whole common share.
The
number of common shares subject to outstanding options, restricted
share units and warrants will automatically be adjusted by a factor
equal to the Exchange Ratio applied for the Share Consolidation and
in accordance with their terms.
BENEFITS OF THE SHARE CONSOLIDATION
The
primary objective for a Share Consolidation is to increase the
per-Share trading price of the Common Shares. The Board believes
that the low market price of the Common Shares impairs the
Company’s marketability and acceptance by institutional
investors and other members of the investing public and creates a
negative impression of the Company. Theoretically, decreasing the
number of Shares outstanding should not, by itself, affect the
marketability of the Common Shares, the type of investor who would
be interested in acquiring them, or the Company’s reputation
in the financial community. In practice, however, many investors
and market makers consider low-priced shares as unduly speculative
in nature and, as a matter of policy, avoid investment and trading
in such shares.
An
increase in the per-Share cost of the Shares should enhance the
acceptability and marketability of the Shares to the financial
community and investing public. Many institutional investors have
policies prohibiting them from holding lower-priced shares in their
portfolios, which reduces the number of potential buyers for the
Shares. If the Shares traded at a higher price, the Company could
potentially meet investing guidelines of institutional investors
and investment funds who do not currently consider the Shares to be
an eligible investment.
Moreover,
advisors and analysts at many broker-dealers are reluctant to
recommend lower-priced shares and do not as a practice follow the
trading activity of lower-priced shares, or if they do follow
lower-priced shares frequently require additional monitoring
activities.
Increasing
the Company’s Share price may make it easier for individual
brokers to recommend the Shares, which could generate increased
interest in the Shares. If the Company were to generate increased
interest in the Shares, the Company anticipates that the Shares
potentially would have greater liquidity. However, there can be no
assurance that a Share Consolidation would result in any increased
interest in the Shares, or that the Shares would achieve a price
level that would meet investing guidelines of institutional
investors who have not considered investing in the
Shares.
Holders
of Common Shares who hold uncertificated Common Shares (that
is shares held in book-entry form and not represented by a physical
share certificate), either as registered holders or beneficial
owners, will have their existing book-entry account(s)
electronically adjusted by the Company’s transfer agent or,
for beneficial shareholders, by their brokerage firms, banks,
trusts, or other nominees that hold in street name for their
benefit, do not need to take any additional actions to exchange
their pre-consolidation Common Shares for post-consolidation
Common Shares. If you hold your Common Shares with such
brokerage firm, bank, trust or other nominee, and if you have
questions in this regard, you are encouraged to contact your
nominee.
Registered
shareholders holding share certificates will be mailed a letter of
transmittal advising of the share consolidation and instructing
them to surrender their share certificates representing
pre-consolidation Common Shares for replacement certificates or a
direct registration advice representing their post-consolidation
Common Shares. No new share certificates will be issued to a
Shareholder until the Shareholder has surrendered their outstanding
share certificate(s) together with the properly completed and
executed letter of transmittal. The completed letter of
transmittal, accompanied by the share certificate(s) of the
Corporation, should be personally delivered or forwarded by
registered mail to the TSX Trust Company, Suite 301, 100 Adelaide
Street West, Toronto, Ontario M5H 4H1 Canada (the “Transfer
Agent”). Share certificates should not be forwarded to the
office of the Corporation. Until surrendered for exchange,
following the effective date of the Share Consolidation, May
20, 2021, each share certificate formerly representing
pre-consolidation Common Shares will be deemed to represent the
number of whole post-consolidation Common Shares to which the
holder is entitled as a result of the Share
Consolidation.
Holders
of warrants do not need to take any additional actions to exchange
their pre-consolidation common share purchase warrant
certificates for post-consolidation common share purchase
warrant certificates. Each common share purchase warrant
certificate formerly representing pre-consolidation Common Shares
will be deemed to represent the number of whole post-consolidation
Common Shares to which the holder is entitled as a result of the
Share Consolidation.
SHAREHOLDER QUESTIONS
Shareholders
of NextSource who have questions may contact the Company’s
Executive Vice President, Brent Nykoliation directly by email at
brent@nextsourcematerials.com.
Additional
information regarding the Share Consolidation and the Investment
Agreement can be found in the Company’s Management
Information Circulars dated November 20, 2020 and April 6, 2021 and
filed on the Company’s profile at www.sedar.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 1 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 Second Private Placement and 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 Company’s
future plans in respect of future investments and the intentions of
Vision Blue and the benefits of the Share Consolidation. 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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