NextSource Materials Inc 6-K, filed Nov 16, 2021
NextSource Materials Inc. (NSRCF)
6-K
2021-11-16
For: 2021-11-15
View Original
Added on
April 12, 2026
About this 6-K
NextSource Materials Inc filed this 6-K on November 16, 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
period ended September 30,
2021
Commission
File Number 000-51151
|
NEXTSOURCE MATERIALS INC.
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|
(Translation
of registrant’s name into English)
|
|
1940-130 King Street West Toronto, Ontario, Canada M5X
2A2
|
|
(Address
of principal executive office)
|
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F
|
Form
20-F
|
☒
|
Form
40-F
|
☐
|
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):
|
Yes
|
☐
|
No
|
☒
|
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):
|
Yes
|
☐
|
No
|
☒
|
EXHIBITS
NextSource
Materials Inc. Unaudited Condensed Interim Consolidated Financial
Statements for the Three Months Ended September 30, 2021 as filed
on SEDAR on November 15, 2021.
NextSource
Materials Inc. Management’s Discussion and Analysis for the
Three Months Ended September 30, 2021 as filed on SEDAR on November
15, 2021.
NextSource
Materials Inc. Form 52-109F2 Certification of Interim Filings (CEO)
for the Three Months Ended September 30, 2021 as filed on SEDAR on
November 15, 2021.
NextSource
Materials Inc. Form 52-109F2 Certification of Interim Filings (CFO)
for the Three Months Ended September 30, 2021 as filed on SEDAR on
November 15, 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:
November 16, 2021
|
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NEXTSOURCE MATERIALS INC.
|
|
|
/s/
Marc Johnson
Marc
JohnsonChief Financial Officer
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|
|
|
Exhibit 99.1

Unaudited Condensed Interim Consolidated Financial
Statements
For the
three months ended September 30, 2021, and 2020
Expressed
in US Dollars
In
accordance with National Instrument 51-102, the
Company
discloses that its auditors have not reviewed these
unaudited
condensed interim financial statements.
NextSource Materials Inc.
Unaudited Condensed Interim Consolidated Statements of Financial
Position
(Expressed in US Dollars)
|
|
As
at
|
As
at
|
|
|
September
30,
|
June
30,
|
|
|
2021
|
2021
|
|
|
|
|
|
Assets
|
|
|
|
Current
Assets:
|
|
|
|
Cash and cash
equivalents
|
$18,951,655
|
$22,437,086
|
|
Amounts receivable
(note 17)
|
31,880
|
92,370
|
|
Prepaid expenses
(note 17)
|
39,500
|
52,974
|
|
Total
Current Assets
|
19,023,035
|
22,582,430
|
|
Property, plant and
equipment (note 7)
|
8,039,082
|
4,337,161
|
|
Total
Assets
|
$27,062,117
|
$26,919,591
|
|
|
|
|
|
Liabilities
|
|
|
|
Current
Liabilities:
|
|
|
|
Accounts payable
(note 17)
|
575,242
|
383,428
|
|
Accrued liabilities
(note 17)
|
158,455
|
221,692
|
|
Short term debt
(note 8)
|
-
|
-
|
|
Current portion of
lease obligations (note 9)
|
5,947
|
5,845
|
|
Fair value of
warrant derivate financial liabilities (note 11)
|
46,702,455
|
45,380,933
|
|
Provisions (note
12)
|
742,855
|
738,022
|
|
Total
Current Liabilities
|
48,184,954
|
46,729,920
|
|
Royalty obligation
(note 10)
|
6,583,271
|
6,330,721
|
|
Lease obligations
(note 9)
|
5,348
|
5,254
|
|
Total
Liabilities
|
54,773,573
|
53,065,895
|
|
|
|
|
|
Shareholders’
Equity (Deficit)
|
|
|
|
Share capital (note
13)
|
121,038,550
|
120,491,932
|
|
Accumulated
deficit
|
(149,240,505)
|
(146,893,550)
|
|
Accumulated other
comprehensive income
|
490,499
|
255,314
|
|
Total
Shareholders’ Equity (Deficit)
|
(27,711,456)
|
(26,146,304)
|
|
|
|
|
|
Total
Liabilities and Shareholders’ Equity (Deficit)
|
$27,062,117
|
$26,919,591
|
|
|
|
|
|
Nature of
operations (note 1)
|
|
|
|
Basis of
presentation (note 2)
|
|
|
|
Mineral development
property (note 5)
|
|
|
|
Mineral exploration
properties (note 6)
|
|
|
The accompanying notes are an integral part of these consolidated
financial statements.
2
NextSource Materials Inc.
Unaudited Condensed Interim Consolidated Statements of Operations
and Comprehensive Loss
(Expressed in US Dollars, except share and per share
amounts)
|
|
Three
months ended
|
Three
months ended
|
|
|
September
30,
|
September
30,
|
|
|
2021
|
2020
|
|
Revenues
|
$-
|
$-
|
|
|
|
|
|
Expenses
and other income
|
|
|
|
Mine development
expenses (notes 5 and 16)
|
(121,916)
|
9,835
|
|
Exploration and
evaluation expenses (notes 6 and 16)
|
52,858
|
6,467
|
|
General and
administrative expenses (note 16 and 17)
|
418,769
|
283,263
|
|
Share-based
compensation (note 17)
|
152,570
|
-
|
|
Amortization of
plant and equipment (note 7)
|
4,869
|
1,522
|
|
Lease finance costs
(note 9)
|
272
|
-
|
|
Foreign currency
translation (gain) loss
|
239,639
|
(16,251)
|
|
Interest
(income)
|
(44)
|
-
|
|
Interest
expense
|
32
|
771
|
|
Sub-total
before other items
|
747,049
|
285,607
|
|
Change in value of
royalty obligation (note 10)
|
34,923
|
-
|
|
Change in value of
warrant liability (note 11)
|
1,564,983
|
(4,892)
|
|
Net
loss for the period
|
(2,346,955)
|
(280,715)
|
|
|
|
|
|
Other comprehensive income
|
|
|
|
Items that will be reclassified subsequently to net
loss
|
|
|
|
Translation
adjustment for foreign operations
|
235,185
|
545
|
|
Net
loss and comprehensive loss for the period
|
$(2,111,770)
|
$(280,170)
|
|
|
|
|
|
Weighted-average
common shares (basic and diluted)
|
98,200,680
|
59,670,518
|
|
Net loss per common
shares (basic and diluted)
|
$(0.02)
|
$(0.00)
|
The accompanying notes are an integral part of these consolidated
financial statements.
3
NextSource Materials Inc.
Unaudited Condensed Interim Consolidated Statements of Changes in
Shareholders’ Equity (Deficit)
(Expressed in US Dollars, except share amounts)
|
|
Common
Shares
|
Share
|
Accumulated
|
Accumulated
Other
|
Total
(Deficit)
|
|
Outstanding
|
Capital
|
Deficit
|
Comprehensive
Income
|
Equity
|
|
|
|
#
|
$
|
$
|
$
|
$
|
|
Balance
as at June 30, 2020
|
53,649,481
|
103,901,775
|
(104,933,066)
|
120,675
|
(910,616)
|
|
|
|
|
|
|
|
|
Private placement
of common shares
|
6,157,879
|
1,476,571
|
-
|
-
|
1,476,571
|
|
Cost of issue of
private placement of common shares
|
-
|
(9,292)
|
-
|
-
|
(9,292)
|
|
Reclassification as
warrant liability
|
-
|
(539,536)
|
-
|
-
|
(539,536)
|
|
Net loss for the
period
|
-
|
-
|
(280,715)
|
-
|
(280,715)
|
|
Cumulative
translation adjustment
|
-
|
-
|
-
|
545
|
545
|
|
Balance
as at September 30, 2020
|
59,807,360
|
104,829,518
|
(105,213,781)
|
121,220
|
(263,043)
|
|
|
|
|
|
|
|
|
Private
placement of common shares
|
35,214,286
|
18,500,000
|
-
|
-
|
18,500,000
|
|
Cost
of issue of common shares
|
-
|
(104,154)
|
-
|
-
|
(104,154)
|
|
Reclassification
of equity to warrant liability
|
-
|
(12,382,325)
|
-
|
-
|
(12,382,325)
|
|
Reclassification
of warrant liability to equity on exercise of warrants
|
-
|
4,236,116
|
-
|
-
|
4,236,116
|
|
Shares
issued on exercise of warrants
|
1,842,997
|
1,108,200
|
-
|
-
|
1,108,200
|
|
Shares
issued on exercise of stock options
|
802,174
|
560,406
|
-
|
-
|
560,406
|
|
Stock
options granted under long-term incentive plan
|
-
|
2,777,403
|
-
|
-
|
2,777,403
|
|
Shares
issued on conversion of restricted share units
|
517,443
|
-
|
-
|
-
|
-
|
|
Restricted
share units granted under long-term incentive plan
|
-
|
966,768
|
-
|
-
|
966,768
|
|
Net loss for the
period
|
-
|
-
|
(41,679,769)
|
-
|
(41,679,769)
|
|
Cumulative
translation adjustment
|
-
|
-
|
-
|
134,094
|
134,094
|
|
Balance
as at June 30, 2021
|
98,184,260
|
120,491,932
|
(146,893,550)
|
255,314
|
(26,146,304)
|
|
|
|
|
|
|
|
|
Reclassification
of warrant liability to equity on exercise of warrants
|
-
|
243,461
|
-
|
-
|
243,461
|
|
Shares
issued on exercise of warrants
|
211,112
|
150,587
|
-
|
-
|
150,587
|
|
Restricted
share units granted under long-term incentive plan
|
-
|
152,570
|
-
|
-
|
152,570
|
|
Net loss for the
period
|
-
|
-
|
(2,346,955)
|
-
|
(2,346,955)
|
|
Cumulative
translation adjustment
|
-
|
-
|
-
|
235,185
|
235,185
|
|
Balance
as at September 30, 2021
|
98,395,372
|
121,038,550
|
(149,240,505)
|
490,499
|
(27,711,456)
|
The accompanying notes are an integral part of these consolidated
financial statements.
4
NextSource Materials Inc.
Unaudited Condensed Interim Consolidated Statements of Cash
Flows
(Expressed in US Dollars)
|
|
Three
months ended
|
Three
months ended
|
|
|
September
30,
|
September
30,
|
|
|
2021
|
2020
|
|
|
|
|
|
Operating
activities
|
|
|
|
Net loss for the
period
|
$(2,346,955)
|
$(280,715)
|
|
Add (deduct) items not affecting cash:
|
|
|
|
Amortization of
plant and equipment
|
4,869
|
1,522
|
|
Change in value of
lease obligations
|
272
|
22
|
|
Change in value of
royalty obligation
|
34,923
|
-
|
|
Change in value of
warrant derivative liability
|
1,564,983
|
(4,892)
|
|
Share-based
compensation
|
152,570
|
-
|
|
Government
assistance
|
-
|
-
|
|
Change in non-cash working capital balances:
|
|
|
|
(Increase) decrease
in amounts receivable and prepaid expenses
|
73,964
|
2,674
|
|
Increase (decrease)
in accounts payable and accrued liabilities
|
128,577
|
(279,663)
|
|
Increase (decrease)
in provision
|
4,833
|
3,596
|
|
Increase (decrease)
in royalty obligation
|
217,627
|
-
|
|
Increase (decrease)
in lease obligation
|
(76)
|
-
|
|
Increase (decrease)
in share subscriptions received in advance
|
-
|
(68,411)
|
|
Net cash used in
operating activities
|
(164,413)
|
(625,867)
|
|
|
|
|
|
Investing
activities
|
|
|
|
Additions to
property, plant and equipment
|
(3,706,790)
|
-
|
|
Net cash used in
investing activities
|
(3,706,790)
|
-
|
|
|
|
|
|
Financing
activities
|
|
|
|
Proceeds from
issuance of common shares
|
-
|
1,476,571
|
|
Exercise of stock
options
|
-
|
-
|
|
Exercise of
warrants
|
150,587
|
-
|
|
Common share issue
costs
|
-
|
(9,292)
|
|
Lease liability
principal payments
|
-
|
(1,255)
|
|
Short term
debt
|
-
|
(22,115)
|
|
Proceeds from
royalty financing
|
-
|
-
|
|
Net cash provided
by financing activities
|
150,587
|
1,443,909
|
|
|
|
|
|
Effect of exchange
rate changes on cash and cash equivalents
|
235,185
|
545
|
|
Net
increase (decrease) in cash and cash equivalents during the
period
|
(3,485,431)
|
818,587
|
|
|
|
|
|
Cash and cash
equivalents, beginning of period
|
22,437,086
|
222,305
|
|
Cash
and cash equivalents, end of period
|
$18,951,655
|
$1,040,892
|
The accompanying notes are an integral part of these consolidated
financial statements.
5
NextSource Materials Inc.
Notes to Unaudited Condensed Interim Consolidated Financial
Statements
For the three months ended September 30, 2021 and 2020
(Expressed in US Dollars)
1.
Nature
of Operations
NextSource Materials Inc. (the "Company" or
“NextSource”) was continued under the Canada Business
Corporations Act from the State of Minnesota to Canada on December
27, 2017 and has a fiscal year end of June 30. The Company's
registered head office and primary location of records is 130 King
Street West, Exchange Tower, Suite 1940, Toronto, Ontario Canada,
M5X 2A2. The Company’s common shares are listed on the
Toronto Stock Exchange (the “TSX”) under the symbol
“NEXT” and the OTCQB under the symbol
“NSRCF”.
NextSource is a battery materials company that is intent on
becoming a global supplier of critical battery materials through
the mining and value-added processing of flake graphite and other
critical minerals. The Company is currently constructing Phase 1 of
the Molo Graphite Mine in Madagascar, which is expected to begin
commissioning in Q2 2022. The Company is also pursuing the
development of value-added processing facilities capable of
producing coated and spheronized graphite, which is a critical
material for the manufacturing of battery anodes.
The Company does not currently operate any mines and has not
completed the construction of any mines. No commercial revenue has
been generated from any mineral resources. The Company does not pay
dividends and is unlikely to do so in the immediate or foreseeable
future.
These
condensed interim consolidated financial statements were approved
by the Board of Directors of the Company (the “Board”)
on November 15, 2021.
2.
Basis
of Presentation
Statement of compliance with IFRS
These
condensed interim consolidated financial statements have been
prepared in accordance and comply with International Accounting
Standard 34 Interim Financial Reporting (“IAS 34”)
using accounting principles consistent with International Financial
Reporting Standards (“IFRS”) as issued by the
International Accounting Standards Board (“IASB”) and
interpretations issued by the IFRS Interpretations Committee
(“IFRIC”). These condensed interim consolidated
financial statements do not include all of the disclosures required
by IFRS for annual audited consolidated financial
statements.
These
condensed interim consolidated financial statements should be read
in conjunction with the Company’s 2021 annual audited
consolidated financial statements, including the accounting
policies and notes thereto, included in the Annual Information
Form/Form 40-F for the year ended June 30, 2021, which were
prepared in accordance with IFRS.
In the
opinion of management, these condensed interim consolidated
financial statements reflect all adjustments, which consist of
normal and recurring adjustments necessary to present fairly the
financial position as at September 30, 2021 and June 30, 2021 and
the results of operations and cash flows for the three months ended
September 30, 2021 and September 30, 2020.
Operating
results for the three months ended September 30, 2021 are not
necessarily indicative of the results that may be expected for the
full year ending June 30, 2022.
Basis of measurement
The
accompanying condensed interim consolidated financial statements
have been prepared on the basis of a going concern, which
contemplates the realization of assets and liquidation of
liabilities in the normal course of business, under the historical
cost basis except for certain financial instruments that are
measured at fair value, as explained in the accounting policies
below.
Going Concern Assumption
As of
September 30, 2021, the Company had cash and cash equivalents of
$18,951,655 which is expected to be sufficient to complete
construction and commissioning of Phase 1 of the Molo Graphite Mine
by June 30, 2022. As such, the Company believes it can continue as
a going concern.
In
assessing whether the going concern assumption is appropriate,
management considers all available information about the future,
which is at least, but not limited to, twelve months from the end
of the reporting period. The Company's ability to continue
operations and fund its exploration and development expenditures is
not dependent on management's ability to secure additional
financing. These condensed interim consolidated financial
statements do not give effect to adjustments that would be
necessary should the Company be unable to continue as a going
concern and therefore need to realize its assets and liquidate its
liabilities and commitments in other than the normal course of
business and at amounts different from those in the accompanying
condensed interim consolidated financial statements.
6
NextSource Materials Inc.
Notes to Unaudited Condensed Interim Consolidated Financial
Statements
For the three months ended September 30, 2021 and 2020
(Expressed in US Dollars)
2.
Basis
of Presentation (continued)
Basis of consolidation
NextSource
owns 100% of NextSource Materials (Mauritius) Ltd.
(“MATMAU”), a Mauritius subsidiary, and 2391938 Ontario
Inc., an Ontario Company. MATMAU owns 100% of NextSource Minerals
(Mauritius) Ltd. (“MINMAU”), a Mauritius subsidiary,
NextSource Graphite (Mauritius) Ltd (“GRAMAU”), a
Mauritius subsidiary, and NextSource Materials (Madagascar) SARLU
(“MATMAD”), a Madagascar subsidiary. MINMAU owns 100%
of NextSource Minerals (Madagascar) SARLU (“MINMAD”), a
Madagascar subsidiary. GRAMAU owns 100% of ERG (Madagascar) SARLU
(“ERGMAD”), a Madagascar.
These
condensed interim consolidated financial statements include the
financial position, results of operations and cash flows of the
Company and its wholly owned subsidiaries. Intercompany balances,
transactions, income and expenses, profits and losses, including
gains and losses relating to subsidiaries have been eliminated on
consolidation.
3.
Accounting
policies
These
condensed interim consolidated financial statements follow the same
accounting policies and methods of their application as disclosed
in Note 3 to the Company’s audited consolidated financial
statements for the year ended June 30, 2021.
Recently Issued Accounting Pronouncements
Property, Plant and Equipment: Proceeds before Intended Use
(Amendments to IAS 16)
In May
2020, the IASB issued amendments to IAS 16 Property, Plant and
Equipment that clarify the accounting for the net proceeds from
selling any items produced while bringing an item of property,
plant and mine development to the location and condition necessary
for it to be capable of operating in the manner intended by
management. The amendments prohibit entities from deducting amounts
received from selling items produced from the cost of property,
plant and mine development while the Company is preparing the asset
for its intended use. Instead, sales proceeds and the cost of
producing these items will be recognized in the consolidated
statements of operations and comprehensive loss. The amendments are
effective for annual reporting periods beginning on or after
January 1, 2022, with earlier application permitted. The amendments
apply retrospectively, but only to assets brought to the location
and condition necessary for them to be capable of operating in the
manner intended by management on or after the beginning of the
earliest period presented in the financial statements in which the
Company first applies the amendments. The Company is evaluating the
extent of the impact of the amendments on its financial
statements.
4.
Significant
judgments, estimates and assumptions
To
prepare financial statements in conformity with IFRS, the Company
must make estimates, judgements and assumptions concerning the
future that affect the carrying values of assets and liabilities as
of the date of the consolidated financial statements and the
reported values of revenues and expenses during the reporting
period. By their nature, these are uncertain and actual outcomes
could differ from the estimates, judgments and assumptions. The
impacts of such estimates are pervasive throughout the consolidated
financial statements and may require accounting adjustments based
on future occurrences. Revisions to accounting estimates are
recognized in the period in which the estimate is revised and also
in future periods when the revision affects both current and future
periods. Significant accounting judgments, estimates and
assumptions are reviewed on an ongoing basis.
The
areas involving significant judgments, estimates and assumptions
have been detailed in Note 4 to the Company’s audited
consolidated financial statements for the year ended June 30,
2021.
Uncertainty due to the Covid-19 Pandemic
The
impact of COVID-19 on the Company has been limited since it does
not have any active exploration programs and construction
activities related to the Molo Graphite Mine have mainly focused on
the assembly of the processing plant overseas by our EPC
contractor. Certain of our directors, officers, employees,
consultants, and contractors have been indirectly impacted by
intermittent lockdowns that have been imposed in Canada,
Madagascar, Mauritius and in South Africa.
The
Company has tried to incorporate the impact COVID-19 outbreaks and
intermittent lockdowns into the development plans for the Molo
Graphite Mine. Notwithstanding, intermittent lockdowns have the
potential to cause unforeseen delays in the plant assembly and
delivery schedule, as well as with mine site works construction
schedule. It is not possible for the Company to predict the
duration or magnitude of adverse impacts from further outbreaks and
predict the effects on the Company’s business or results of
operations.
The
duration and full financial effect of the COVID-19 pandemic is
unknown at this time, as are the measures taken by governments, the
Company or others related to the COVID-19 pandemic. Any estimate of
the length and severity of these developments is therefore subject
to significant uncertainty, and accordingly estimates of the extent
to which the COVID-19 pandemic may materially and adversely affect
the Company’s operations, financial results and condition in
future periods are also subject to significant
uncertainty.
7
NextSource Materials Inc.
Notes to Unaudited Condensed Interim Consolidated Financial
Statements
For the three months ended September 30, 2021 and 2020
(Expressed in US Dollars)
4.
Significant
judgments, estimates and assumptions (continued)
Inputs
and assumptions relate to, among other things, interest rates,
foreign exchange rates, cost of capital, commodity prices, and the
amount and timing of future cash flows, while accounting judgments
take into consideration the business and economic uncertainties
related to the COVID-19 pandemic and the future response of
governments, the Company and others to those uncertainties. In the
current environment, the inputs and assumptions and judgements are
subject to greater variability than normal, which could in the
future significantly affect judgments, estimates and assumptions
made by management as they relate to potential impact of the
COVID-19 pandemic on various financial accounts and note
disclosures and could lead to a material adjustment to the carrying
value of the assets or liabilities affected. The impact of current
uncertainty on judgments, estimates and assumptions includes the
Company’s valuation of the long-term assets (including the
assessment for impairment and impairment reversal), estimation of
reclamation provisions, estimation of mineral reserves and mineral
resources, and estimation of income and mining taxes. Actual
results may differ materially from these estimates.
5.
Mineral
Development Property
On
March 29, 2021, upon obtaining approval to initiate mine
construction from the Board, the Company began capitalizing
development costs related to the Molo Graphite Mine. As of
September 30, 2021, the Company capitalized $923,705 (2020:
$708,514) as mining property and $7,040,841 (2021: $3,611,890) as
assets under construction.
Molo Graphite Mine, Southern Madagascar Region,
Madagascar
On
December 14, 2011, the Company entered into a Definitive Joint
Venture Agreement ("JVA") with Malagasy Minerals Limited
("Malagasy"), a public company listed on the Australian Stock
Exchange, to acquire a 75% interest in a property package for the
exploration and development of industrial minerals, including
graphite, vanadium and 25 other minerals. Pursuant to the JVA, the
Company paid $2,261,690 and issued 750,000 common shares that were
valued at $1,350,000.
On
April 16, 2014, the Company signed a Sale and Purchase Agreement
and a Mineral Rights Agreement (together “the
Agreements”) with Malagasy to acquire the remaining 25%
interest, subject to Malagasy retaining a 1.5% net smelter royalty
(“NSR”). Pursuant to the Agreements, the Company paid
$364,480 (CAD$400,000), issued 250,000 common shares subject to a
12-month voluntary vesting period that were valued at $325,000 and
issued 350,000 common share purchase warrants, which were valued at
$320,950 using Black-Scholes, with an exercise price of $0.14 and
an expiry date of April 15, 2019. On May 20, 2015, upon completion
of a bankable feasibility study (“BFS”) for the Molo
Graphite Property, the Company paid $546,000 (CAD$700,000) and
issued 100,000 common shares, which were valued at $100,000. A
further cash payment of approximately $771,510 (CAD$1,000,000) will
be due within five days of the commencement of commercial
production (the “Commercial Production Fee”). Prior to
becoming a Director of the Company, Brett Whalen purchased an
option to acquire the 1.5% NSR from Malagasy, upon the mine
achieving commercial production, in return for a further payment to
Malagasy.
On
February 15, 2019, the Company received a 40-year mining license
for the Molo Graphite Project from the Madagascar Government which
does not limit mining to any specific volume. On April 11, 2019,
the Company also received the Global Environmental Permit for the
Molo Graphite Project from the Madagascar Ministry of
Environment’s Office National pour l'Environnement (the
National Office for the Environment; or
“ONE”).
On February 8, 2021, the Company announced that it entered into a
binding agreement with Vision Blue Resources Limited (“Vision
Blue”) to provide a financing package (the “Financing
Package”) for total gross proceeds of USD$29.5M. The proceeds
of the Financing Package will be used to complete construction of
Phase 1 of the Company’s Molo Graphite Mine. The Financing
Package consisted of an initial private placement of $6.0 million
that was completed on March 15, 2021, a second private placement
for $12.5 million that was completed on May 19, 2021, and a royalty
financing agreement that was completed on June 28, 2021, when the
Company received an initial $8.0 million and will receive another
$3.0 million once it has reached 80% of capital expenditures
related to the construction of the Molo Graphite Mine. Vision Blue
was granted a right of first refusal to finance the Phase 2
expansion of the Molo Graphite Mine.
On March 29, 2021, the Company announced the initiation of the
construction process for Phase 1 of the Molo Graphite Mine with the
awarding of the engineering, procurement, and construction
management contract. On May 11, 2021, the Company announced it
initiated the procurement of processing plant equipment, which will
be assembled offshore and then shipped to Madagascar in late
2021.
As of
September 30, 2021, the Company believes that construction can be
completed by June 30, 2022 and that commercial production could be
declared on or around June 30, 2022.
8
NextSource Materials Inc.
Notes to Unaudited Condensed Interim Consolidated Financial
Statements
For the three months ended September 30, 2021 and 2020
(Expressed in US Dollars)
6.
Mineral
Exploration and Other Properties
As of
September 30, 2021, the Company has not capitalized any
acquisition, exploration and development costs for its exploration
properties.
Green Giant Vanadium Project, Southern Madagascar Region,
Madagascar
In
2007, the Company entered into a joint venture agreement with
Madagascar Minerals and Resources SARL ("MMR") to acquire a 75%
interest in the Green Giant property. Pursuant to the agreement,
the Company paid $765,000 in cash, issued 250,000 common shares and
issued 100,000 common share purchase warrants, which have now
expired.
On July
9, 2009, the Company acquired the remaining 25% interest by paying
$100,000. MMR retains a 2% NSR. The first 1% NSR can be acquired at
the Company's option by paying $500,000 in cash or common shares
and the second 1% NSR can be acquired at the Company’s option
by paying $1,000,000 in cash or common shares.
As part
of Financing Package announced on February 8, 2021, Vision Blue
will receive a royalty of 1.0% of the gross revenues from sales of
vanadium pentoxide (“V2O5”) from the
Green Giant Vanadium Project for a period of 15 years following
commencement of production of V2O5.
Since
early 2012, the Company has focused its efforts on the Molo
Graphite Project and as such only limited work has been completed
on the Green Giant Vanadium Project since that time.
Sagar Project, Labrador Trough Region, Quebec, Canada
In
2006, the Company purchased from Virginia Mines Inc. ("Virginia") a
100% interest in 369 claims located in northern Quebec, Canada.
Virginia retains a 2% net smelter royalty ("NSR") on certain claims
within the property. Other unrelated parties also retain a 1% NSR
and a 0.5% NSR on certain claims within the property, of which half
of the 1% NSR can be acquired by the Company by paying $200,000 and
half of the 0.5% NSR can be acquired by the Company by paying
$100,000.
Since
early 2012, the Company has focused its efforts on the Molo
Graphite Project and as such only minimal work has been completed
on the Sagar Property since that time.
As of
September 30, 2021, the Sagar property consisted of 184 claims
covering a total area of 8,539.58 ha.
9
NextSource Materials Inc.
Notes to Unaudited Condensed Interim Consolidated Financial
Statements
For the three months ended September 30, 2021 and 2020
(Expressed in US Dollars)
7.
Property,
Plant and Equipment
Property,
plant and equipment increased to $8,039,082 (2020: $4,337,161) as
the Company progressed with construction of Phase 1 of the Molo
Graphite Mine. During the period, the Company capitalized $215,191
relating to the mining property, $3,428,951 relating to the
processing plant and $62,648 for vehicles and equipment. Mining
property additions included accretion of the royalty obligation of
$213,499 (2021: $Nil). Assets under construction additions included
accretion of the commercial production fee provision of $22,708
(2021: $Nil).
|
|
Mining
Property
|
Assets
Under Construction
|
Right
of Use Assets
|
Vehicles
and Equipment
|
Total
|
|
|
$
|
$
|
$
|
$
|
$
|
|
As
at June 30, 2020
|
-
|
-
|
18,111
|
-
|
18,111
|
|
Additions
|
708,514
|
3,611,890
|
-
|
5,238
|
4,325,642
|
|
Disposals
|
-
|
-
|
-
|
-
|
-
|
|
Amortization
|
-
|
-
|
(6,037)
|
(555)
|
(6,592)
|
|
As
at June 30, 2021
|
708,514
|
3,611,890
|
12,074
|
4,683
|
4,337,161
|
|
Additions
|
215,191
|
3,428,951
|
-
|
62,648
|
3,706,790
|
|
Disposals
|
-
|
-
|
-
|
-
|
-
|
|
Amortization
|
-
|
-
|
(1,521)
|
(3,348)
|
(4,869)
|
|
As
at September 30, 2021
|
923,705
|
7,040,841
|
10,553
|
63,983
|
8,039,082
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
at June 30, 2021
|
|
|
|
|
|
|
Cost
|
708,514
|
3,611,890
|
24,165
|
5,238
|
4,349,807
|
|
Accumulated
amortization
|
-
|
-
|
(12,091)
|
(555)
|
(12,646)
|
|
Total
|
708,514
|
3,611,890
|
12,074
|
4,683
|
4,337,161
|
|
|
|
|
|
|
|
|
As
at September 30, 2021
|
|
|
|
|
|
|
Cost
|
923,705
|
7,040,841
|
24,165
|
67,886
|
8,056,597
|
|
Accumulated
amortization
|
-
|
-
|
(13,612)
|
(3,903)
|
(17,515)
|
|
Total
|
923,705
|
7,040,841
|
10,553
|
63,983
|
8,039,082
|
8.
Short-Term
Debt
The
Company has a Canada Emergency Business Account (CEBA), which is
not subject to an interest rate until after December 31, 2022 and
has loan forgiveness provisions whereby 25% of the loan principal
will be forgiven if 75% of the loan principal is repaid prior to
December 31, 2022.
As of
September 30, 2021, the Company had previously withdrawn CAD
$40,000 and repaid CAD $30,000 of loan principal. The Company has
therefore recognized the loan forgiveness of CAD$10,000 resulting
in a short-term debt carrying balance on September 30, 2021 of $nil
(June 30, 2020: $22,115).
10
NextSource Materials Inc.
Notes to Unaudited Condensed Interim Consolidated Financial
Statements
For the three months ended September 30, 2021 and 2020
(Expressed in US Dollars)
9.
Lease
obligations
The
Company is party to several contracts that contain a lease, most of
which include office facilities and exploration camp. Leases of low
value assets, short term leases and leases with variable payments
proportional to the rate of use of the underlying asset do not give
rise to a lease obligation.
Upon
the Company’s adoption of IFRS 16 on July 1, 2019, the
Company recognized $24,164 of lease obligations for leased
right-of-use assets in relation to the long-term lease for the
exploration camp in Fotadrevo, Madagascar. As of September 30,
2021, the exploration camp lease had a remaining term of 21
months.
The
following table sets out the carrying amounts of lease obligations
for right-of-use assets that are included in the consolidated
statement of financial position and the movements between the
reporting periods:
|
|
Lease
Obligations
|
|
|
$
|
|
As
at June 30, 2020
|
16,018
|
|
Additions
|
-
|
|
Lease
payments
|
(6,367)
|
|
Finance
costs
|
1,317
|
|
Foreign
exchange adjustments
|
131
|
|
As
at June 30, 2021
|
11,099
|
|
Additions
|
-
|
|
Lease
payments
|
-
|
|
Finance
costs
|
272
|
|
Foreign
exchange adjustments
|
(76)
|
|
As
at September 30, 2021
|
11,295
|
The
following table sets out the lease obligations included in the
consolidated statements of financial position:
|
|
Lease
Obligations
|
|
|
$
|
|
Current
portion of lease obligations
|
5,947
|
|
Long-term
lease obligations
|
5,348
|
|
Balance
as at September 30, 2021
|
11,295
|
Future
minimum lease payments required to meet obligations that have
initial or remaining non-cancellable lease terms are set out in the
following table:
|
|
Lease
Obligations
|
|
|
$
|
|
Within
12 months
|
6,019
|
|
Between
13 and 24 months
|
6,019
|
|
Total
undiscounted lease obligations
|
12,038
|
Short-term leases
During
the three months ended September 30, 2021, the Company recognized
rent expense relating to short-term office leases of $4,838 (2021:
$4,446) in the consolidated statements of operations and
comprehensive loss.
11
NextSource Materials Inc.
Notes to Unaudited Condensed Interim Consolidated Financial
Statements
For the three months ended September 30, 2021 and 2020
(Expressed in US Dollars)
10.
Royalty
obligation
On February 8, 2021, the Company announced that it entered into a
binding agreement with Vision Blue, a private investment company
created and led by Sir Mick Davis, who subsequently was appointed
as Chair of the Board of Directors of the Company, to provide a
Financing Package for total gross proceeds of USD$29.5M consisting
of private placements and a royalty financing agreement. As part of
the royalty financing agreement:
●
On
June 28, 2021, the Company received $8.0 million, less a US$1.5
million royalty financing fee, for net proceeds of $6.5 million.
The Company will receive a further $3.0 million upon achieving 80%
of capital expenditures related to the construction of the mine,
which is expected to be reached on or around December 31,
2021.
●
The
Company will pay to Vision Blue the greater of: (i) US$1.65 million
per annum or (ii) 3% of the gross revenues from SuperFlake®
concentrate 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 graphite concentrate 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. The Company may delay each of the
minimum payments by 12 months, which will become subject to accrued
interest of 15% per annum.
●
Vision Blue will receive a royalty of 1.0% of the
gross revenues from sales of vanadium pentoxide
(“V2O5”)
from the Green Giant Vanadium Project for a period of 15 years
following commencement of production of V2O5.
On June 30, 2021, the Company recognized a royalty obligation at
its fair value of $6.5 million, which is equal to the present value
of the $3.0 million that will be received upon achieving 80% of
capital expenditures, the minimum royalty payments, the accrued
interest on minimum royalty payment deferrals of 12 months each,
and the perpetual 3% royalty on the estimated revenues of the
remaining 30-year life of mine for Phase 1 using an effective
discount rate of 13.8%. The discount rate was determined at
recognition by calculating the internal rate of return (IRR) of the
expected cash flows. The carrying value of the royalty obligation
is remeasured at each reporting period based on the revised
expected future cash flows using the original effective discount
rate of 13.8% under the amortized cost method.
A total of $169,279 in legal fees was netted against the carrying
value of the royalty obligation. The legal fees will be recognized
over the term of the minimum payment period.
During the three months ended September 30, 2021, the obligation
was increased by accretion of $213,499 (2021: $Nil) that was
capitalized to property, plant and equipment and legal fees of
$4,129 (2021: $Nil) that was recognized through profit and loss. As
of September 30, 2021, the obligation was remeasured at $6,583,271
(June 30, 2021: $6,330,721) resulting in a change in valuation of
$34,923 (2021: $nil).
Future undiscounted minimum payments including accrued interest are
set out in the following table:
|
|
Obligation
|
|
|
$
|
|
Within
12 months
|
-
|
|
Between
13 and 24 months
|
948,750
|
|
Between
25 and 36 months
|
1,897,500
|
|
Between
37 and 48 months
|
1,897,500
|
|
Between
49 and 60 months
|
1,897,500
|
|
Thereafter
|
12,333,750
|
|
Total
undiscounted minimum payments and interest
|
18,975,000
|
12
NextSource Materials Inc.
Notes to Unaudited Condensed Interim Consolidated Financial
Statements
For the three months ended September 30, 2021 and 2020
(Expressed in US Dollars)
11.
Warrant
Derivative Liabilities
The
following warrants were issued in a currency other than the
Company’s functional currency and therefore are considered a
derivative financial liability settled through profit and loss as
per IFRS 9 Financial
Instruments. The fair value of the warrants was measured as
a financial liability using the Black-Scholes option valuation
model on the issue date and are remeasured at each reporting period
through profit and loss until expiration or the exercise of the
warrants.
|
|
Warrant
Liability
|
|
|
$
|
|
As
at June 30, 2020
|
208,768
|
|
Recognition
of derivative liability
|
56,216,388
|
|
Reclassification to
equity on exercise of warrants
|
(4,236,117)
|
|
Change in fair
value through profit and loss
|
(6,808,106)
|
|
As
at June 30, 2021
|
45,380,933
|
|
Reclassification to
equity on exercise of warrants
|
(243,461)
|
|
Change in fair
value through profit and loss
|
1,564,983
|
|
As
at September 30, 2021
|
46,702,455
|
Warrants expiring October 25, 2021
The
fair value of the warrant liability was estimated using the
following model inputs on the following valuation
dates:
|
Warrants
Expiring October 25, 2021
|
|
Warrant
Liability
|
|
|
$
|
|
|
As
of June 30, 2020
|
|
201,687
|
|
Reclassification to
equity on exercise of warrants
|
|
(1,373,246)
|
|
Change in fair
value through profit and loss
|
|
2,278,285
|
|
As
of June 30, 2021
|
|
1,106,726
|
|
Reclassification to
equity on exercise of warrants
|
|
(243,461)
|
|
Change in fair
value through profit and loss
|
|
14,926
|
|
Share price on
measurement date
|
(CAD
$2.83) USD $2.23
|
|
|
Exercise
price
|
(CAD
$0.90) USD $0.71
|
|
|
Risk free
rate
|
0.20%
|
|
|
Expected
volatility
|
111%
|
|
|
Expected dividend
yield
|
Nil
|
|
|
Expected life (in
years)
|
0.07
|
|
|
As
of September 30, 2021
|
|
878,191
|
Warrants expiring July 2, 2022
The
fair value of the warrant liability was estimated using the
following model inputs on the following valuation
dates:
|
Warrants
Expiring July 2, 2022
|
|
Warrant
Liability
|
|
|
$
|
|
|
As
of June 30, 2020
|
|
-
|
|
Recognition on July
2, 2020 (issue date)
|
|
421,861
|
|
Reclassification to
equity on exercise of warrants
|
|
(2,862,871)
|
|
Change in fair
value through profit and loss
|
|
5,773,919
|
|
As
of June 30, 2021
|
|
3,332,909
|
|
Reclassification to
equity on exercise of warrants
|
|
-
|
|
Change in fair
value through profit and loss
|
|
107,258
|
|
Share price on
measurement date
|
(CAD
$2.83) USD $2.23
|
|
|
Exercise
price
|
(CAD
$0.65) USD $0.51
|
|
|
Risk free
rate
|
0.23%
|
|
|
Expected
volatility
|
156%
|
|
|
Expected dividend
yield
|
Nil
|
|
|
Expected life (in
years)
|
0.75
|
|
|
As
of September 30, 2021
|
|
3,440,167
|
13
NextSource Materials Inc.
Notes to Unaudited Condensed Interim Consolidated Financial
Statements
For the three months ended September 30, 2021 and 2020
(Expressed in US Dollars)
11.
Warrant
Derivative Liabilities (continued)
Warrants expiring May 19, 2023
The
fair value of the warrant liability was estimated using the
following model inputs on the following valuation
dates:
|
Warrants
Expiring May 19, 2023
|
|
Warrant
Liability
|
|
|
$
|
|
|
As
of June 30, 2020
|
|
-
|
|
Recognition on May
19, 2021 (issue date)
|
|
55,794,527
|
|
Reclassification to
equity on exercise of warrants
|
|
-
|
|
Change in fair
value through profit and loss
|
|
(14,853,229)
|
|
As
of June 30, 2021
|
|
40,941,298
|
|
Reclassification to
equity on exercise of warrants
|
|
-
|
|
Change in fair
value through profit and loss
|
|
1,442,799
|
|
Share price on
measurement date
|
(CAD
$2.83) USD $2.23
|
|
|
Exercise
price
|
(CAD
$1.00) USD $0.79
|
|
|
Risk free
rate
|
0.41%
|
|
|
Expected
volatility
|
152%
|
|
|
Expected dividend
yield
|
Nil
|
|
|
Expected life (in
years)
|
1.63
|
|
|
As
of September 30, 2021
|
|
42,384,097
|
12.
Provisions
Commercial production
On
April 16, 2014, the Company signed a Sale and Purchase Agreement
and a Mineral Rights Agreement (together “the
Agreements”) with Malagasy to acquire the remaining 25%
interest in the Molo Graphite Property. Pursuant to the Agreements,
a further cash payment of approximately $806,200 (CAD$1,000,000)
will be due within five days of the commencement of commercial
production (“Commercial Production Fee”).
On June
30, 2021, the Company recognized a provision of $708,514 based on
the expected settlement of the Commercial Production Fee on or
around June 30, 2022 using a 13.8% discount rate. The provision was
recorded at amortized cost and was capitalized as mining property
under property, plant and equipment.
During the three months ended September 30, 2021, the provision was
increased by accretion of $22,708 (2021: $Nil) that was capitalized
to property, plant and equipment. As of September 30, 2021, the
royalty obligation was remeasured at $714,062 (June 30, 2021:
$708,514) due to changes in foreign exchange that was recognized
through profit and loss.
Flow-through
During
fiscal 2014, the Company issued 17,889,215 flow-through shares to
eligible Canadian taxpayer subscribers which included a contractual
commitment for the Company to incur $3,812,642 in eligible Canadian
Exploration Expenditures (“CEEs”) by December 31, 2014
as per the provisions of the Income Tax Act of Canada. The CEEs
were renounced as a tax credit to the flow-through share
subscribers on December 31, 2013. As at December 31, 2014, the
Company had unfulfilled CEE obligations. During the year ended June
30, 2015, the Company recorded a provision for the Part XII.6 taxes
and related penalties payable to the Canada Revenue Agency and for
the indemnification liability to subscribers of the flow-through
shares for the additional taxes payable related to the CEE
renunciation shortfall. During the year ended June 30, 2021, based
on the limited amount of completed settlements the Company revised
the provision downward to $29,508.
During
the three months ended September 30, 2021, the provision was
remeasured at $28,793 (June 30, 2021: $29,508) due to changes in
foreign exchange that was recognized through profit and
loss.
14
NextSource Materials Inc.
Notes to Unaudited Condensed Interim Consolidated Financial
Statements
For the three months ended September 30, 2021 and 2020
(Expressed in US Dollars)
13.
Share
Capital
The Company’s common shares have no par value and the
authorized share capital is composed of an unlimited number of
common shares.
As of September 30, 2021, the Company had 98,395,372 common shares
issued and outstanding (June 30, 2021: 98,184,260).
The following changes to the issued and outstanding common shares
occurred during the three months ended September 30,
2021:
(a)
On
September 23, 2021, a total of 211,112 warrants priced at CAD$0.90
were exercised into 211,172 common shares for gross proceeds of
$150,588.
14.
Warrants
The
Company issued common share purchase warrants as part of equity
private placements. The fair value of warrants is determined using
the Black-Scholes option valuation model based on the market price,
the exercise price, compound risk free interest rate, annualized
volatility and number of periods until expiration. Depending on the
nature of the warrants, the fair value may be classified as equity
or as a derivative financial liability settled through profit and
loss. Each warrant entitles the holder to purchase one common share
of the Company at the respective exercise price prior to or on the
respective expiration date.
As of September 30, 2021, the Company had 25,693,010 common share
purchase warrants outstanding (June 30, 2021: 25,904,12) with a
weighted average expiration of 1.53 years (June 30, 2021: 1.77
years), which are exercisable into 25,693,010 (June 30, 2021:
25,904,12) common shares at a weighted average exercise price of
USD$0.77 (June 30, 2021: USD$0.78). All outstanding warrants vested
on their respective issue dates.
|
|
|
|
As
at
|
|
|
|
As
at
|
|
Issued
|
Expiration
|
Exercise
|
June
30,
|
|
|
|
September
30,
|
|
Date
|
Date
|
Price
|
2021
|
Issued
|
Cancelled
|
Exercised
|
2021
|
|
October 25,
2019
|
October 25,
2021
|
CAD
$0.90
|
787,780
|
-
|
-
|
(211,112)
|
576,668
|
|
July 2,
2020
|
July 2,
2022
|
CAD
$0.65
|
1,902,056
|
-
|
-
|
-
|
1,902,056
|
|
May 19,
2021
|
May 19,
2023
|
CAD
$1.00
|
23,214,286
|
-
|
-
|
-
|
23,214,286
|
|
Totals
|
|
|
25,904,122
|
-
|
-
|
(211,112)
|
25,693,010
|
15
NextSource Materials Inc.
Notes to Unaudited Condensed Interim Consolidated Financial
Statements
For the three months ended September 30, 2021 and 2020
(Expressed in US Dollars)
15.
Long
term incentive plan
The
Company’s long term incentive plan (the “LTIP
plan”) is restricted to a maximum of 10% of the issued and
outstanding common shares. Under the LTIP plan, the Company may
grant securities-based incentives including stock options and
restricted share units (“RSUs”) to directors, officers,
employees, and consultants. The Board of Directors administers the
plan and determines the vesting and terms of each
grant.
Stock Options
The
Company determined the fair value of stock options using the
Black-Scholes option valuation model, which has several inputs
including the market price, the exercise price, compound risk free
interest rate, annualized volatility and the number of periods
until expiration. The fair value is expensed over the vesting
period. Each stock option entitles the holder to purchase one
common share of the Company at the respective exercise price prior
to, or on, its expiration date.
As of September 30, 2021, the Company had 2,780,000 stock options
outstanding (June 30, 2021: 2,780,000) with a weighted average
expiration of 1.90 years (June 30, 2020: 2.15), which are
exercisable into 2,780,000 common shares (June 30, 2021: 2,780,000)
at a weighted average exercise price of USD$1.71 (June 30, 2020:
USD$1.73). All the outstanding stock options vested on their
respective grant dates.
|
Award
and
|
|
|
As
at
|
|
|
|
As
at
|
|
Vesting
|
Expiration
|
Exercise
|
June
30,
|
|
|
|
September
30,
|
|
Date
|
Date
|
Price
|
2021
|
Awarded
|
Cancelled
|
Exercised
|
2021
|
|
June 9,
2017
|
June 9,
2022
|
USD
$0.66
|
900,000
|
-
|
-
|
-
|
900,000
|
|
March 26,
2019
|
March 26,
2024
|
CAD
$1.00
|
580,000
|
-
|
-
|
-
|
580,000
|
|
March 19,
2021
|
March 19,
2024
|
CAD
$3.60
|
1,300,000
|
-
|
-
|
-
|
1,300,000
|
|
Totals
|
|
|
2,780,000
|
-
|
-
|
-
|
2,780,000
|
Restricted share units (RSUs)
The
fair value of RSUs is based on the grant-day intrinsic value of the
shares that are expected to vest by the vesting date. Each RSU
entitles the holder to receive a common share of the Company prior
to, or on, its expiration date subject to achieving the performance
criterion (“milestone”) prior to, or on, its vesting
date. The fair value is expensed over the vesting period and is
subject to remeasurement at the end of each reporting period based
on the probability of achieving the milestone and adjustments for
potential forfeitures.
As of
September 30, 2021, the Company had 475,000 RSUs issued and
outstanding (June 30, 2021: 475,000) with a weighted average
expiration of 1.15 years (June 30, 2020: 1.40) which entitle the
holders to receive 475,000 common shares (June 30, 2021: 475,000)
for no additional consideration subject to satisfying the vesting
conditions.
|
|
|
|
As
at
|
|
|
|
As
at
|
|
Award
|
Vesting
|
Vesting
|
June
30,
|
|
|
|
September
30,
|
|
Date
|
Condition
|
Date
|
2021
|
Awarded
|
Cancelled
|
Converted
|
2021
|
|
March 19,
2021
|
Employment
|
December 31,
2022
|
200,000
|
-
|
-
|
-
|
200,000
|
|
March 19,
2021
|
Plant
commissioning
|
June 30,
2022
|
100,000
|
-
|
-
|
-
|
100,000
|
|
March 19,
2021
|
Offtake
agreement
|
June 30,
2022
|
25,000
|
-
|
-
|
-
|
25,000
|
|
March 19,
2021
|
Financing
milestone
|
May 17,
2021
|
150,000
|
-
|
-
|
-
|
150,000
|
|
Totals
|
|
|
475,000
|
-
|
-
|
-
|
475,000
|
During
the three months ended September 30, 2021, share based compensation
of $152,570 (2021: $Nil) was expensed for the fair value of RSUs
expensed over their respective vesting periods.
16
NextSource Materials Inc.
Notes to Unaudited Condensed Interim Consolidated Financial
Statements
For the three months ended September 30, 2021 and 2020
(Expressed in US Dollars)
16.
Segmented
Reporting
The
Company has two operating segments, consisting of mine development
operations in Madagascar and the exploration and evaluation of
mineral resources in Madagascar and Canada. No commercial revenues
have ever been generated by any mineral properties. Limited amounts
of cash and equipment are currently held in Madagascar and
Mauritius. Other than the mining assets under construction, which
are currently being assembled overseas and will then be shipped to
Madagascar, significantly all of the Company assets are held in
Canada. The Company's President and Chief Executive Officer and
Chief Financial Officer are the operating decision-makers and
direct the allocation of resources to its segments.
The
following is the segmented information by operating
segments:
|
|
Three
months ended
|
Three
months ended
|
|
|
September
30,
|
September
30,
|
|
|
2021
|
2020
|
|
Revenues
|
$-
|
$-
|
|
Mine
development expenses
|
|
|
|
Mineral claims
(Madagascar)
|
30,623
|
-
|
|
Payroll and
benefits
|
-
|
-
|
|
Engineering and
metallurgical (Canada, South Africa)
|
-
|
9,835
|
|
Consulting fees
(Madagascar)
|
(164,102)
|
-
|
|
Travel
|
11,563
|
-
|
|
Commercial
production success fee
|
-
|
-
|
|
Total
mine development expenses
|
(121,916)
|
9,835
|
|
Exploration
and evaluation expenses
|
|
|
|
Mineral claims
(Canada)
|
1,229
|
384
|
|
Mineral claims
(Madagascar)
|
21,196
|
-
|
|
Engineering and
metallurgical (Canada, South Africa)
|
9,191
|
-
|
|
Exploration Camp
and Admin (Madagascar)
|
21,242
|
6,083
|
|
Total
exploration and evaluation expenses
|
52,858
|
6,467
|
|
General
and administrative expenses
|
|
|
|
Payroll and
benefits
|
153,307
|
92,378
|
|
Consulting
Fees
|
104,013
|
94,640
|
|
Legal
Fees
|
16,550
|
17,649
|
|
Professional
Fees
|
49,180
|
20,378
|
|
Public filing
expenses
|
39,491
|
30,455
|
|
Travel
expenses
|
12,050
|
2,307
|
|
Investor relation
expenses
|
4,461
|
5,830
|
|
Insurance
expenses
|
14,509
|
7,177
|
|
Rent
expenses
|
4,838
|
4,446
|
|
Office and
admin
|
20,370
|
8,003
|
|
Total
general and administrative expenses
|
418,769
|
283,263
|
|
Share-based
compensation
|
152,570
|
-
|
|
Amortization of
plant and equipment
|
4,869
|
1,522
|
|
Lease finance
costs
|
272
|
-
|
|
Royalty
accretion
|
-
|
-
|
|
Flow through
provision (gain)
|
-
|
-
|
|
Foreign currency
translation (gain) loss
|
239,639
|
(16,251)
|
|
Interest
(income)
|
(44)
|
-
|
|
Interest
expense
|
32
|
771
|
|
Royalty
Fee
|
-
|
-
|
|
Foreign
taxes
|
-
|
-
|
|
Sub-total
before other items
|
747,049
|
285,607
|
|
Government
assistance
|
-
|
-
|
|
Change in value of
royalty obligation
|
34,923
|
-
|
|
Change in value of
warrant liability
|
1,564,983
|
(4,892)
|
|
Net
loss for the period
|
(2,346,955)
|
(280,715)
|
|
Other comprehensive income
|
|
|
|
Items that will be reclassified subsequently to net
loss
|
|
|
|
Translation
adjustment for foreign operations
|
235,185
|
545
|
|
Net
loss and comprehensive loss for the period
|
$(2,111,770)
|
$(280,170)
|
17
NextSource Materials Inc.
Notes to Unaudited Condensed Interim Consolidated Financial
Statements
For the three months ended September 30, 2021 and 2020
(Expressed in US Dollars)
16.
Segmented
Reporting (continued)
The
following is the segmented information by geographic
region:
|
As
at September 30, 2021
|
Canada
|
Mauritius
|
Madagascar
|
Total
|
|
|
$
|
$
|
$
|
$
|
|
Cash and cash
equivalents
|
18,792,027
|
1,130
|
158,498
|
18,951,655
|
|
Amounts
receivable
|
31,855
|
-
|
25
|
31,880
|
|
Prepaid
expenses
|
34,884
|
-
|
4,616
|
39,500
|
|
Property, plant and
equipment
|
956,954
|
-
|
7,082,128
|
8,039,082
|
|
Total
assets
|
19,815,720
|
1,130
|
7,245,267
|
27,062,117
|
|
As
at June 30, 2021
|
Canada
|
Mauritius
|
Madagascar
|
Total
|
|
|
$
|
$
|
$
|
$
|
|
Cash and cash
equivalents
|
22,422,783
|
1,130
|
13,173
|
22,437,086
|
|
Amounts
receivable
|
92,344
|
-
|
26
|
92,370
|
|
Prepaid
expenses
|
52,428
|
-
|
546
|
52,974
|
|
Property, plant and
equipment
|
713,197
|
-
|
3,623,964
|
4,337,161
|
|
Total
assets
|
23,280,752
|
1,130
|
3,637,709
|
26,919,591
|
17.
Related
Party Transactions
Parties
are related if one party has the direct or indirect ability to
control or exercise significant influence over the other party in
making operating and financial decisions. Parties are also related
if they are subject to common control or common significant
influence. Other related parties include companies controlled by
key management personnel. Related parties include key management,
which consists of the Board of Directors, Chief Executive Officer,
Chief Financial Officer, and the Senior Vice Presidents of the
Company.
A
transaction is considered a related party transaction when there is
a transfer of economic resources or financial obligations between
related parties. Related party transactions that are in the normal
course of business and have commercial substance are measured at
the fair value. Balances and transactions between the Company and
its wholly owned subsidiaries, which are related parties of the
Company, have been eliminated and are not disclosed in this
note.
The
following key management related party transactions occurred during
the following reporting periods:
|
|
Three
months ended
|
Three
months ended
|
|
|
September
30,
|
September
30,
|
|
|
2021
|
2020
|
|
Payroll and
benefits
|
$110,918
|
$92,378
|
|
Consulting
fees
|
85,113
|
82,771
|
|
Professional
fees
|
9,782
|
3,856
|
|
Share-based
compensation
|
152,570
|
-
|
|
Total
|
$358,383
|
$179,005
|
The
following key management related party balances existed as of the
end of the following reporting periods:
|
|
As
of
|
As
of
|
|
|
September
30,
|
June
30,
|
|
|
2021
|
2021
|
|
Amounts receivable
from key management
|
$13,668
|
$17,007
|
|
Prepaid expenses to
companies controlled by key management
|
$3,147
|
$6,949
|
|
Accounts payable
due to companies controlled by key management
|
$-
|
$-
|
|
Accrued liabilities
due to key management
|
$62,941
|
$64,503
|
18
NextSource Materials Inc.
Notes to Unaudited Condensed Interim Consolidated Financial
Statements
For the three months ended September 30, 2021 and 2020
(Expressed in US Dollars)
18.
Capital
Management
There
were no changes in the Company's approach to capital management
during the three months ended September 30, 2021.
In
managing liquidity, the Company’s primary objective is to
ensure the entity can continue as a going concern while working to
obtain additional funding to meet its obligations as they come due.
The Company’s operations to date have been funded by issuing
equity and a royalty financing agreement. The Company expects to
continue to improve the working capital position by securing
additional financing.
The
Company’s investment policy is to invest excess cash in very
low risk financial instruments such as term deposits or by holding
funds in high yield savings accounts with major Canadian banks.
Financial instruments are exposed to certain financial risks, which
may include currency risk, credit risk, liquidity risk and interest
rate risk.
The
Company’s mineral property interests are all in the
exploration, development, and construction stage. The Company has
yet to generate any revenue from mining operations. As such the
Company is dependent on obtaining external financing to fund
exploration and evaluation, development, construction and operating
expenditures. Management continues to assess the merits of mineral
properties on an ongoing basis and may seek to acquire new
properties or to increase ownership interests if it believes there
is sufficient geologic and economic potential.
Management
mitigates the risk and uncertainty associated with raising
additional capital in current economic conditions through cost
control measures that minimizes discretionary disbursements and
reduces exploration expenditures that are deemed of limited
strategic value.
The
Company manages the capital structure (consisting of
shareholders’ deficiency) on an ongoing basis and adjusts in
response to changes in economic conditions and risk characteristics
of its underlying assets. Adjustments to the Company’s
capital structure may involve the issuance of new shares,
assumption of new debt, acquisition or disposition of assets, or
adjustments to the amounts held in cash, cash equivalents and
short-term investments.
The
Company is not subject to any externally imposed capital
requirements.
Working Capital Balance
As of
September 30, 2021, the Company had a working capital deficit of
$29,161,919 (June 30, 2021: deficit of $24,147,490). Excluding the
$46,702,455 warrant derivative liabilities, which are expected to
be settled through the issuance of common shares upon the exercise
or expiration of the underlying common share purchase warrants, the
Company had a working capital surplus of $17,540,536 (June 30,
2021: surplus of $21,233,443). Although the Company has a working
capital surplus excluding the warrant derivate liabilities, the
working capital surplus is expected to be utilized in the
construction of the Molo Graphite Mine, commissioning of the
processing plant, exploration and evaluation activities,
development of value-added processing facilities, and general and
administrative expenditures.
19.
Financial
Instruments and Risk Management
The
following disclosures are to enable users of the consolidated
financial statements to evaluate the nature and extent of risks
arising from financial instruments at the end of the reporting
period:
Liquidity risk and capital resource analysis
Liquidity
risk is the risk that the Company will not be able to meet its
obligations associated with financial liabilities. Liquidity risk
arises from the Company’s financial obligations and in the
management of its assets, liabilities and capital structure. The
Company manages this risk by regularly evaluating its liquid
financial resources to fund current and long-term obligations and
to meet its capital commitments in a cost-effective manner. The
main factors that affect liquidity include working capital
requirements, capital-expenditure requirements, and equity capital
market conditions. The Company’s liquidity requirements are
met through a variety of sources, including cash and cash
equivalents and equity capital markets.
Accounts
payable and accrued liabilities are generally due within 30 days.
Other than the following, none of the Company’s obligations
have contractual maturities over the next 12 months:
●
The warrant
liabilities are expected to be settled through the issuance of
common shares upon the exercise or expiration of the underlying
common share purchase warrants.
●
The royalty
obligations are expected to be settled through minimum repayments
starting in fiscal 2023 that will be funded through operating cash
flows.
19
NextSource Materials Inc.
Notes to Unaudited Condensed Interim Consolidated Financial
Statements
For the three months ended September 30, 2021 and 2020
(Expressed in US Dollars)
19.
Financial
Instruments and Risk Management (continued)
As of
September 30, 2021, the Company had cash and cash equivalents of
$18,951,655 (June 30, 2021: $22,437,086) to settle current
liabilities of $48,184,954 (June 30, 2021: $46,729,920). Excluding
the $46,702,455 warrant derivative liabilities, which are expected
to be settled through the issuance of common shares upon the
exercise or expiration of the underlying common share purchase
warrants, the Company had current liabilities of $1,482,499 (June
30, 2020: $1,348,987). Although the Company is not currently
exposed to liquidity risk, a significant portion of the surplus
cash is expected to be utilized to complete construction of the
mine and to fund mine working capital and general and
administrative expenditures over the next 12 months.
As of
September 30, 2021, the remaining Molo Graphite Mine construction
costs were estimated at approximately $14.8 million, mine start-up
working capital requirements were estimated at approximately $1.3
million, and general and administrative expenditures until the
completion of construction were estimated at $2.5 million. As part
of the royalty financing agreement, the Company will receive a
further $3.0 million from Vision Blue upon achieving 80% of capital
expenditures related to the construction of the mine, which is
expected to be reached on or around December 31, 2021. The Company
expects to receive additional funding from the exercise of
in-the-money warrants that are due to expire in October 2021 and
July 2022.
As a
result, the Company believes its capital resources will be
sufficient to complete construction of the mine and to fund mine
working capital and general and administrative expenditures over
the next 12 months. Should unexpected financial circumstances arise
in the future, the Company may choose to decrease certain
discretionary expenditures.
While
the Company has been successful in obtaining required funding in
the past, there is no assurance that future financings will be
available. Based on management’s assessment of its past
ability to obtain required funding, the Company believes that it
will be able to satisfy its current and long-term obligations as
they come due.
Credit risk
The
Company does not currently have commercial customers and therefore
does not have any credit risk related to amounts receivables. The
Company has credit risk arising from the potential from
counterparty default on cash and cash equivalents held on deposit
with financial institutions. The Company manages this risk by
ensuring that deposits are only held with large Canadian banks and
financial institutions, whereas any offshore deposits are held with
reputable financial institutions.
Interest rate risk
This is
the sensitivity of the fair value or of the future cash flows of a
financial instrument to changes in interest rates. The Company does
not have any financial assets or liabilities that are subject to
variable interest rates.
Commodity price risks
This is
the sensitivity of the fair value of, or of the future cash flows,
from mineral assets. The Company manages this risk by monitoring
mineral prices and commodity price trends to determine the
appropriate timing for funding the exploration or development of
its mineral assets, or for the acquisition or disposition of
mineral assets. The Company does not have any mineral assets at the
development or production stage carried at historical cost. The
Company has expensed the acquisition and exploration costs of its
exploration stage mineral assets.
Currency risk
This is
the sensitivity of the fair value or of the future cash flows of
financial instruments to changes in foreign exchange rates.
The Company transacts in currencies other than the US dollar,
including the Canadian dollar, the Madagascar Ariary, the Euro and
the South African Rand. The Company purchases services and
has certain salary commitments in those foreign currencies.
The Company also has monetary and financial instruments that may
fluctuate due to changes in foreign exchange rates.
Derivative financial instruments are not used to reduce exposure to
fluctuations in foreign exchange rates. The Company is not
sensitive to foreign exchange exposure since it has not made any
commitments to deliver products quoted in foreign currencies. Due
to the capitalization of costs related to the Molo Graphite Mine,
the Company is increasing its sensitivity to foreign exchange risk
arising from the translation of the financial statements of
subsidiaries with a functional currency other than the US dollar
whereby US dollar differences in assets, liabilities and equity are
measured through other comprehensive
income.
20
NextSource Materials Inc.
Notes to Unaudited Condensed Interim Consolidated Financial
Statements
For the three months ended September 30, 2021 and 2020
(Expressed in US Dollars)
19.
Financial
Instruments and Risk Management (continued)
As of
September 30, 2021, the Company estimated that a 10% decrease of
the USD versus foreign exchange rates would result in a gain of
$13,268 (2020: gain of $1,463).
|
|
September
30,
|
June
30,
|
|
|
2021
|
2019
|
|
Cash and cash
equivalents (CAD)
|
$959,632
|
$1,011,996
|
|
Cash and cash
equivalents (MGA)
|
157,303
|
$1,698
|
|
Amounts receivable
(CAD)
|
31,855
|
73,707
|
|
Amounts receivable
(MGA)
|
25
|
26
|
|
Accounts payable
and accrued liabilities (CAD)
|
(136,170)
|
(137,329)
|
|
Accounts payable
and accrued liabilities (MGA)
|
(137,113)
|
(30,574)
|
|
Accounts payable
and accrued liabilities (EUR)
|
-
|
(166,869)
|
|
Provisions
(CAD)
|
(742,855)
|
(738,022)
|
|
Net foreign
exchange exposure in USD
|
$132,677
|
14,633
|
|
Impact of 10%
change in foreign exchange rates
|
$13,268
|
1,463
|
21.
Subsequent
events
On October 5, 2021, a total of 206,667 warrants priced at CAD$0.90
and 54,616 warrants priced at CAD$0.65 were exercised into 261,283
common shares for gross proceeds of $175,079.
On October 20, 2021, a total of 155,556 warrants priced at CAD$0.90
were exercised into 155,556 common shares for gross proceeds of
$113,110.
On October 22, 2021, a total of 214,445 warrants priced at CAD$0.90
were exercised into 214,445 common shares for gross proceeds of
$156,128.

21
Exhibit 99.2

NextSource Materials Inc.
Management’s Discussion and Analysis (MD&A)
For the
three months ended September 30, 2021, and 2020
Expressed
in US Dollars
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION
Certain
statements contained in this document constitute forward-looking
information within the meaning of applicable Canadian securities
legislation. Generally, forward-looking information can be
identified by the use of forward-looking terminology such as
“plans,” “expects,” or “does not
expect,” “is expected,” “budget,”
“scheduled,” “goal,”
“estimates,” “forecasts,”
“intends,” “anticipates,” or “does
not anticipate,” or “believes” or variations of
such words and phrases or statements that certain actions, events
or results “may,” “could,”
“would,” “might,” or “will be
taken,” “occur,” or “be
achieved”.
Forward-looking
information includes, but is not limited to, information with
respect to certain expectations regarding obtaining necessary
permits; construction timelines and costs; anticipated production
volumes; anticipated operating costs and capital spending; supply,
demand and pricing outlook in the graphite market; sources of
funding for the Molo Graphite Mine and the Green Giant Vanadium
Project; exploration drill results; metallurgical drill results;
environmental assessment and rehabilitation costs and amounts of
certain other commitments; and the Company’s business
objectives and targeted milestones (and timing
thereof).
Forward-looking
information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity, performance or achievements of the Company to be
materially different from those expressed or implied by such
forward-looking information. Such factors include, among others;
uncertainty due to the Covid-19 Pandemic; development projects are
uncertain, and it is possible that actual capital and operating
costs and economic returns will differ significantly from those
estimated for a project prior to production; the Company’s
development and exploration projects are in the African country of
Madagascar and are subject to country political and regulatory
risks; economic dependence on the Molo Graphite Mine; additional
permits and licenses are necessary to complete the development of
the Molo Graphite Mine; fluctuations in the market price of
graphite and other metals may adversely affect the value of the
Company’s securities, revenue projections and the ability of
the Company to develop Phase 2 of the Molo Graphite Mine; estimates
of mineral resources and mineral reserves may not be realized; the
Company may not have access to sufficient capital to develop Phase
2 of the Molo Graphite Mine and value-added processing facilities;
the Company has a limited operating history and expects to incur
operating losses for the foreseeable future; due to the speculative
nature of mineral property exploration, there is substantial risk
that the Company’s assets will not go into commercial
production and the business will fail; mining companies are
increasingly required to consider and provide benefits to the
communities and countries in which they operate, and are subject to
extensive environmental, health and safety laws and regulations;
because of the inherent dangers involved in mineral exploration,
there is a risk that the Company may incur liability or damages as
the Company conducts business; the Company has no insurance for
environmental problems; should the Company lose the services of key
executives, the Company’s financial condition and proposed
expansion may be negatively impacted; because access to the
Company’s properties may be restricted by inclement weather
or proper infrastructure, its exploration programs are likely to
experience delays; climate change and related regulatory responses
may impact the Company’s business; compliance with changing
regulation of corporate governance and public disclosure will
result in additional expenses and pose challenges for management;
tax risks; because from time to time the Company holds a
significant portion of cash reserves in Canadian dollars, the
Company may experience losses due to foreign exchange translations;
the Company’s business is subject to anti-corruption and
anti-bribery laws, a breach or violation of which could lead to
civil and criminal fines and penalties, loss of licenses or permits
and reputational harm; the Company is exposed to general economic
conditions, which could have a material adverse impact on its
business, operating results and financial condition; the market
price for the Common Shares is particularly volatile given the
Company’s status as a company with a small public float,
limited operating history and lack of profits which could lead to
wide fluctuations in the market price for the Common Shares; the
Company does not intend to pay dividends in the foreseeable future;
and the Company’s ability to meet other factors listed from
time to time in the Company’s continuous disclosure
documents, including but not limited to, the Annual Information
Form (AIF).
Forward-looking
information is based on the reasonable assumptions, estimates,
analysis and opinions of management and/or “qualified
persons” (as such term is defined under National Instrument
43-101 – Standards of Disclosure for Mineral Projects
(“NI 43-101”) made in light of their experience and
their perception of trends, current conditions and expected
developments, as well as other factors that management and/or
qualified persons believe to be relevant and reasonable in the
circumstances at the date that such statements are made, but which
may prove to be incorrect. Although the Company believes that the
assumptions and expectations reflected in such forward-looking
information are reasonable, undue reliance should not be placed on
forward-looking information because the Company can give no
assurance that such expectations will prove to be correct. In
addition to the assumptions discussed herein the material
assumptions upon which such forward-looking statements are based
include, among others, that: the Company will be successful in its
financing activities; the demand for graphite will develop as
anticipated; graphite prices will remain at or attain levels that
would make the Molo Graphite Mine economic; that any proposed
operating and capital plans will not be disrupted by operational
issues, title issues, loss of permits, environmental concerns,
power supply, labour disturbances, financing requirements or
adverse weather conditions; the Company will continue to have the
ability to attract and retain skilled staff; and there are no
material unanticipated variations in the cost of energy or
supplies. Readers are cautioned that the foregoing list is not
exhaustive of all factors and assumptions which may have been used.
Although the Company has attempted to identify important factors
that could cause actual results to differ materially from those
contained in forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such information will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such information.
Accordingly, readers should not place undue reliance on
forward-looking information. The forward-looking information
contained herein is presented for the purposes of assisting
investors in understanding the Company’s expected financial
and operating performance and the Company’s plans and
objectives and may not be appropriate for other
purposes.
The
Company does not undertake to update any forward-looking
information, except in accordance with applicable securities
laws.
This
MD&A includes market, industry and economic data and
projections obtained from various publicly available sources and
other sources believed by the Company to be true. Although the
Company believes these to be reliable, it has not independently
verified the information from third party sources, or analyzed or
verified the underlying reports relied upon or referred to by the
third parties, or ascertained the underlying economic and other
assumptions relied upon by the third parties. The Company believes
that the market, industry and economic data and projections are
accurate and that the estimates and assumptions are reasonable, but
there can be no assurance as to their accuracy or completeness. The
accuracy and completeness of the market, industry and economic data
and projections in this MD&A are not guaranteed and the Company
does not make any representation as to the accuracy or completeness
of such information.
2
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
INTRODUCTION
This
Management’s Discussion and Analysis (“MD&A”)
dated November 15, 2021 of NextSource Materials Inc.
(“NextSource”, “we”,
“our”
or “the Company”) should be read in conjunction with
Company’s Condensed Interim Consolidated Financial Statements
(“Interim Financial Statements”) for the three months
ended September 30, 2021 and 2020 that were prepared in accordance
with International Financial Reporting Standards
(“IFRS”) International Accounting Standard 34
Interim Financial Reporting
(“IAS 34”) as issued by the International Accounting
Standards Board (“IASB”). This MD&A should also be
read in conjunction with the Company’s Management’s
Discussion and Analysis and Audited Consolidated Financial
Statements for the years ended June 30, 2021 and 2020 that were
filed on the Canadian Securities Administrators’ SEDAR
website.
The
Interim Financial Statements and this MD&A are presented United
States dollars (“USD” or “$”) and all units
of measurement are expressed using the metric system, unless
otherwise specified. Certain information in this MD&A is
presented in Canadian dollars (“CAD$”). The term
“NSR” stands for net smelter royalty. The term
“tpa” stands for tonnes per annum.
EXECUTIVE SUMMARY
NextSource
was continued under the Canada Business Corporations Act from the
State of Minnesota to Canada on December 27, 2017 and has a fiscal
year end of June 30. The Company's registered head office and
primary location of records is 130 King Street West, Exchange
Tower, Suite 1940, Toronto, Ontario Canada, M5X 2A2. The
Company’s common shares are listed on the Toronto Stock
Exchange (the “TSX”) under the symbol
“NEXT” and the OTCQB under the symbol
“NSRCF”.
NextSource is a battery materials company that is intent on
becoming a global supplier of critical battery materials through
the mining and value-added processing of flake graphite and other
critical minerals. The Company is currently constructing Phase 1 of
the Molo Graphite Mine in Madagascar, which is expected to begin
commissioning in Q2 2022. The Company is also pursuing the
development of value-added processing facilities capable of
producing coated and spheronized graphite, which is a critical
material for the manufacturing of battery anodes.
Strategy
The Company intends to become a fully integrated global supplier of
critical battery materials. The business strategy is
to:
●
Develop and operate
Phase 1 and Phase 2 of the Molo Graphite Mine
●
Develop and operate
value-added processing facilities capable of producing coated and
spheronized graphite
●
Build and maintain
a pipeline of high-quality mineral resource and value-added
projects
●
Adhere to the
highest environmental, social and governance standards
The Company does not currently operate any mines and has not
completed the construction of any mines. No commercial revenue has
been generated to date. The Company accepts the risks which are
inherent to mineral exploration and development programs and
exposure to the cyclical nature of mineral and commodity prices.
These risks are discussed in greater detail in the
Risk
Factors section of this
MD&A.
HIGHLIGHTS
On
March 15, 2021, the Company completed the initial private placement
with Vision Blue consisting of 12,000,000 common shares at a price
of CAD$0.65 per share for total gross proceeds of $6,000,000
(CAD$7,800,000). In connection with the non-brokered private
placement, the Company incurred $16,367 in share issuance costs.
The Company also announced the appointment of Mick Davis as Chair
of the Board of Directors.
On March 29, 2021, the Company announced the initiation of the
construction process for the Molo Graphite Mine in Madagascar with
the awarding of the engineering, procurement, and construction
management contract.
On April 12, 2021, the Company announced a binding partnership
agreement to construct and operate its own turnkey spheronized and
purified graphite ("SPG") production facility. SPG is a key
component of lithium-ion batteries such as those used in electric
vehicle (“EV”) and hybrid vehicle applications. The
partnership involves Japanese and Chinese companies that currently
operate their own SPG facilities that provide SPG to leading
Japanese lithium-ion battery makers that are within the supply
chains of Tesla and other major EV automotive companies. Proposed
locations for the facility include South Africa, Europe, or North
America. The Company will determine the initial production capacity
and will then initiate a technical study to determine the project
economics for SPG plants in the proposed locations. Construction of
one or more of these SPG production facilities will be subject to
the technical study confirming positive project economics and
securing sufficient funding for construction and initial working
capital. The Chinese partner will design and develop the process
flowsheets, source all necessary graphite processing equipment, and
will provide all the necessary training and operational know-how
necessary for the production SPG material. In return, the Chinese
partner will receive a 3% licensing fee based on the total annual
sales value of anode material sold. The Japanese partner will
leverage its sales relationships and will act as NextSource’s
exclusive agent for sales, marketing and trading of anode battery
materials sold to OEM anode suppliers and to OEMs directly. In
return, the Japanese partner will receive a 5% sales commission
based on the total annual sales value of anode battery material
sold.
3
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
On May 11, 2021, the Company announced it initiated the procurement
of processing plant equipment for the Molo Graphite
Mine.
On May 19, 2021, the Company completed the second private placement
with Vision Blue consisting of 23,214,286 units at a price of
CAD$0.65 per unit for total gross proceeds of $12,500,000
(CAD$15,089,286). Each unit consisted of one common share of the
Company and one common share purchase warrant, with each warrant
entitling the holder to acquire one additional common share of the
Company at a price of CAD$1.00 per share for a period of 24 months.
No finder fees or commissions were paid in association with the
private placement. In connection with the non-brokered private
placement, the Company incurred $87,788 in share issuance
costs.
On May 25, 2021, the Company announced that following a multi-year
verification process, thyssenkrupp
entered into a long-term partnership
with NextSource and signed an offtake agreement to secure
SuperFlake® graphite concentrate for their
refractories/foundries, expandable graphite (graphite foil) and
battery anode production businesses. The key highlights
are:
●
Commercial
agreement for the sale of 35,000 tpa of SuperFlake® graphite
concentrate from the Molo mine
●
10-year
term with an automatic 5-year extension
●
Products
under the agreement pertain to refractory, battery anode production
and expandable graphite (graphite foil) markets
●
Geographical
regions include, but are not limited to, Europe, the UK, North
America, Mexico, China and South Korea
●
Minimum
7,300 tpa during Phase 1 initial production
●
Ramp
up to 35,000 tpa in Phase 2
●
Shipments
in Phase 1 will be used to verify run-of-mill production to trigger
the larger volume expansion
On June 23, 2021, the Company announced the initiation of a
technical study to determine the project economics for a Phase 2
production capacity expansion with a minimum target of 150,000 tpa
of SuperFlake® from its Molo Graphite Mine in Madagascar. This
is an increase from the 2019 Feasibility Study that considered a
Phase 2 production capacity of 45,000 tpa. The new minimum
production capacity target was determined after discussions with
our flake graphite offtake partners and with our partnership for
the construction of a battery anode facility (“BAF”) to
produce spheronized and purified graphite
(“SPG”).
On June 28, 2021, the Company received the royalty funding from
Vision Blue consisting of $8.0 million, less a US$1.5 million
royalty financing fee. The Company will receive a further $3.0
million upon achieving 80% of capital expenditures related to the
construction of the mine, which is expected to be reached on or
around December 31, 2021. In return for the royalty funding, the
Company will pay to Vision Blue the greater of: (i) US$1.65 million
per annum or (ii) 3% of the gross revenues from SuperFlake®
concentrate 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. The Company may delay the first-year
minimum repayments, which will become subject to accrued interest
of 15% per annum. Vision Blue will also receive a royalty of 1.0%
of the gross revenues from sales of vanadium pentoxide
(“V2O5”)
from the Green Giant Vanadium Project for a period of 15 years
following commencement of production of V2O5.
On July 14, 2021, the Company announced the appointment of Ian
Pearce to the Board of Directors and the resignation of David
McNeely as a Director of the Company.
On July 22, 2021, the Company announced that it has been accepted
as a member of both the European Battery Alliance
(“EBA”) and the European Raw Materials Alliance
(“ERMA”).
On September 8, 2021, the Company announced it intends to assess
emerging opportunities to accelerate expansion through the
potential acquisition and development of additional metals and
mineral assets that are expected to play a vital role in clean
energy technologies.
Impact of Covid-19 on Operations
The
impact of Covid-19 has been limited since the Company does not have
any active exploration programs and construction activities related
to the Molo Graphite Mine have mainly involved the offshore
assembly of the processing plant, which has not been impacted by
any local restrictions. Reported Covid-19 cases in Madagascar have
remained low since July 2021, which has prompted the Government of
Madagascar to ease international travel restrictions that were
imposed earlier in the pandemic.
4
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
RESULTS OF OPERATIONS
Financial Results for the three months ended September 30, 2021 and
2020
|
|
Three
months ended
|
Three
months ended
|
|
|
September
30,
|
September
30,
|
|
|
2021
|
2020
|
|
Revenues
|
$-
|
$-
|
|
Mine
development expenses
|
|
|
|
Mineral claims
(Madagascar)
|
30,623
|
-
|
|
Payroll and
benefits
|
-
|
-
|
|
Engineering and
metallurgical (Canada, South Africa)
|
-
|
9,835
|
|
Consulting fees
(Madagascar)
|
(164,102)
|
-
|
|
Travel
|
11,563
|
-
|
|
Commercial
production success fee
|
-
|
-
|
|
Total
mine development expenses
|
(121,916)
|
9,835
|
|
Exploration
and evaluation expenses
|
|
|
|
Mineral claims
(Canada)
|
1,229
|
384
|
|
Mineral claims
(Madagascar)
|
21,196
|
-
|
|
Engineering and
metallurgical (Canada, South Africa)
|
9,191
|
-
|
|
Exploration Camp
and Admin (Madagascar)
|
21,242
|
6,083
|
|
Total
exploration and evaluation expenses
|
52,858
|
6,467
|
|
General
and administrative expenses
|
|
|
|
Payroll and
benefits
|
153,307
|
92,378
|
|
Consulting
Fees
|
104,013
|
94,640
|
|
Legal
Fees
|
16,550
|
17,649
|
|
Professional
Fees
|
49,180
|
20,378
|
|
Public filing
expenses
|
39,491
|
30,455
|
|
Travel
expenses
|
12,050
|
2,307
|
|
Investor relation
expenses
|
4,461
|
5,830
|
|
Insurance
expenses
|
14,509
|
7,177
|
|
Rent
expenses
|
4,838
|
4,446
|
|
Office and
admin
|
20,370
|
8,003
|
|
Total
general and administrative expenses
|
418,769
|
283,263
|
|
Share-based
compensation
|
152,570
|
-
|
|
Amortization of
plant and equipment
|
4,869
|
1,522
|
|
Lease finance
costs
|
272
|
-
|
|
Royalty
accretion
|
-
|
-
|
|
Flow through
provision (gain)
|
-
|
-
|
|
Foreign currency
translation (gain) loss
|
239,639
|
(16,251)
|
|
Interest
(income)
|
(44)
|
-
|
|
Interest
expense
|
32
|
771
|
|
Royalty
Fee
|
-
|
-
|
|
Foreign
taxes
|
-
|
-
|
|
Sub-total
before other items
|
747,049
|
285,607
|
|
Government
assistance
|
-
|
-
|
|
Change in value of
royalty obligation
|
34,923
|
-
|
|
Change in value of
warrant liability
|
1,564,983
|
(4,892)
|
|
Net
loss for the period
|
(2,346,955)
|
(280,715)
|
|
Other comprehensive income
|
|
|
|
Items that will be reclassified subsequently to net
loss
|
|
|
|
Translation
adjustment for foreign operations
|
235,185
|
545
|
|
Net
loss and comprehensive loss for the period
|
$(2,111,770)
|
$(280,170)
|
5
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
Overall Performance
The
Company has two operating segments, consisting of the development
of mining operations in Madagascar and the exploration and
evaluation of mineral resources in Madagascar and Canada. During
the three months ended September 30, 2021, the Company incurred a
net loss and comprehensive loss of $2,346,955 (2020: net loss and
comprehensive loss of $280,715).
Mine Development Expenses
Mine
development expenditures had a gain of $121,916 (2020: expenditure
of $9,835) due to the reversal of an accrual of $164,102 for
consulting fees. Other expenditures included mineral claim fees of
$30,623 (2020: $nil) and travel of $11,563 (2020:
$nil).
Exploration and Evaluation Expenses
Exploration
and evaluation expenditures increased to $52,858 (2020: $6,467) and
consisted of an increase in exploration camp and administration
expenses to $30,433 (2020: $6,083), an increase in Madagascar
mineral claim renewal fees to $21,196 (2020: $nil) and
metallurgical testing of $9,191 (2020: $nil) for the Green Giant
Vanadium project.
General and Administrative Expenses
General
and administrative expenses increased to $418,769 (2020: $283,263)
and consisted primarily of payroll and benefits of $153,307 (2020:
$92,378), professional fees of $49,180 (2020: $20,378) and travel
expenses of $12,050 (2020: $2,307).
Share Based Compensation
Share-based
compensation was $152,570 (2020: $nil) due to the recognition of
fair values of unvested RSUs, which are recognized over their
respective vesting periods.
Change in royalty obligation
The royalty obligation was increased by accretion of $213,499
(2021: $Nil) that was capitalized to property, plant and equipment
and legal fees of $4,129 (2021: $Nil) that was recognized through
profit and loss. As of September 30, 2021, the royalty obligation
was remeasured at $6,583,271 (June 30, 2021: $6,330,721) resulting
in a change in valuation of $34,923 (2021: $nil).
Change in Value of Warrant Liabilities
Other
items included the recognition of a loss on the change in the fair
value of the warrant liabilities of $1,564,983 (2020: gain of
$4,892).
STATEMENT OF FINANCIAL POSITION
Cash and Cash Equivalents
The
Company’s cash balances are deposited with major financial
institutions in Canada and with reputable financial institutions in
Madagascar and Mauritius. Limited amounts of cash are currently
held in Madagascar and Mauritius.
|
Cash
and cash equivalents
|
Canada
|
Mauritius
|
Madagascar
|
Total
|
|
|
$
|
$
|
$
|
$
|
|
As at September 30,
2021
|
18,792,027
|
1,130
|
158,498
|
18,951,655
|
|
As at June 30,
2021
|
22,422,783
|
1,130
|
13,173
|
22,437,086
|
Amounts Receivable and Prepaid Expenses
Amounts
receivables decreased to $31,880 (June 30, 2021: $92,370) due to a
decrease in Canadian sales tax receivables. Prepaid expenses
decreased to $39,500 (June 30, 2021: $52,974) due to a decrease in
prepaid insurance premiums.
Property, Plant and Equipment
Property,
plant and equipment increased to $8,039,082 (2020: $4,337,161) as
the Company progressed with construction of Phase 1 of the Molo
Graphite Mine. During the period, the Company capitalized $215,191
relating to the mining property, $3,428,951 relating to the
processing plant and $62,648 for vehicles and equipment. Mining
property additions included accretion of the royalty obligation of
$213,499 (2021: $Nil). Assets under construction additions included
accretion of the commercial production fee provision of $22,708
(2021: $Nil).
6
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
|
|
Mining
Property
|
Assets
Under Construction
|
Right
of Use Assets
|
Vehicles
and Equipment
|
Total
|
|
|
$
|
$
|
$
|
$
|
$
|
|
As
at June 30, 2020
|
-
|
-
|
18,111
|
-
|
18,111
|
|
Additions
|
708,514
|
3,611,890
|
-
|
5,238
|
4,325,642
|
|
Disposals
|
-
|
-
|
-
|
-
|
-
|
|
Amortization
|
-
|
-
|
(6,037)
|
(555)
|
(6,592)
|
|
As
at June 30, 2021
|
708,514
|
3,611,890
|
12,074
|
4,683
|
4,337,161
|
|
Additions
|
215,191
|
3,428,951
|
-
|
62,648
|
3,706,790
|
|
Disposals
|
-
|
-
|
-
|
-
|
-
|
|
Amortization
|
-
|
-
|
(1,521)
|
(3,348)
|
(4,869)
|
|
As
at September 30, 2021
|
923,705
|
7,040,841
|
10,553
|
63,983
|
8,039,082
|
7
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
Accounts Payable and Accrued Liabilities
Accounts
payable increased to $575,242 (June 30, 2021: $383,428) due to an
increase in construction related payables. Accrued liabilities
decreased to $158,455 (June 30, 2021: $221,692) due to a decrease
in accruals.
Short-Term Debt
The
Company has a Canada Emergency Business Account (CEBA), which is
not subject to an interest rate until after December 31, 2022 and
has loan forgiveness provisions whereby 25% of the loan principal
will be forgiven if 75% of the loan principal is repaid prior to
December 31, 2022.
As of
September 30, 2021, the Company had previously withdrawn CAD
$40,000 and repaid CAD $30,000 of loan principal. The Company
recognized the loan forgiveness of CAD$10,000 resulting in a
short-term debt carrying balance on September 30, 2021 of $nil
(June 30, 2021: $nil).
Lease Obligations
The
following table sets out the carrying amounts of lease obligations
for right-of-use assets that are included in the consolidated
statement of financial position and the movements between the
reporting periods:
|
|
Lease
Obligations
|
|
|
$
|
|
As
at June 30, 2020
|
16,018
|
|
Additions
|
-
|
|
Lease
payments
|
(6,367)
|
|
Finance
costs
|
1,317
|
|
Foreign
exchange adjustments
|
131
|
|
As
at June 30, 2021
|
11,099
|
|
Additions
|
-
|
|
Lease
payments
|
-
|
|
Finance
costs
|
272
|
|
Foreign
exchange adjustments
|
(76)
|
|
As
at September 30, 2021
|
11,295
|
The
following table sets out the lease obligations included in the
consolidated statements of financial position:
|
|
Lease
Obligations
|
|
|
$
|
|
Current
portion of lease obligations
|
5,947
|
|
Long-term
lease obligations
|
5,348
|
|
Balance
as at September 30, 2021
|
11,295
|
Royalty obligation
On June 30, 2021, the Company recognized a royalty obligation at
its fair value of $6.5 million, which is equal to the present value
of the $3.0 million that will be received upon achieving 80% of
capital expenditures, the minimum royalty payments, the accrued
interest on minimum royalty payment deferrals of 12 months each,
and the perpetual 3% royalty on the estimated revenues of the
remaining 30-year life of mine for Phase 1 using an effective
discount rate of 13.8%. The discount rate was determined at
recognition by calculating the internal rate of return (IRR) of the
expected cash flows. The carrying value of the royalty obligation
is remeasured at each reporting period based on the revised
expected future cash flows using the original effective discount
rate of 13.8% under the amortized cost method.
A total of $169,279 in legal fees was netted against the carrying
value of the royalty obligation. The legal fees will be recognized
over the term of the minimum payment period.
During the three months ended September 30, 2021, the royalty
obligation was increased by accretion of $213,499 (2021: $Nil) that
was capitalized to property, plant and equipment and legal fees of
$4,129 (2021: $Nil) that was recognized through profit and loss. As
of September 30, 2021, the royalty obligation was remeasured at
$6,583,271 (June 30, 2021: $6,330,721) resulting in a change in
valuation of $34,923 (2021: $nil).
8
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
Fair Value of Warrant Liabilities
The
fair value of warrant derivative liabilities increased to
$46,702,455 (June 30, 2021: $45,380,933).
The
fair value of the warrants was measured as a financial liability
using the Black-Scholes option valuation model on the issue date
and are remeasured at each reporting period through profit and loss
until expiration or the exercise of the warrants.
|
|
Warrant
Liability
|
|
|
$
|
|
As
at June 30, 2020
|
208,768
|
|
Recognition
of derivative liability
|
56,216,388
|
|
Reclassification to
equity on exercise of warrants
|
(4,236,117)
|
|
Change in fair
value through profit and loss
|
(6,808,106)
|
|
As
at June 30, 2021
|
45,380,933
|
|
Reclassification to
equity on exercise of warrants
|
(243,461)
|
|
Change in fair
value through profit and loss
|
1,564,983
|
|
As
at September 30, 2021
|
46,702,455
|
Provisions
During
the three months ended September 30, 2021, the commercial
production provision was increased by accretion of $22,708 (2021:
$Nil) that was capitalized to property, plant and equipment. As of
September 30, 2021, the commercial production provision was
remeasured at $714,062 (June 30, 2021: $708,514) due to changes in
foreign exchange that was recognized through profit and
loss.
During
the three months ended September 30, 2021, the flow through
provision was remeasured at $28,793 (June 30, 2021: $29,508) due to
changes in foreign exchange that was recognized through profit and
loss.
LIQUIDITY AND CAPITAL RESOURCES
There
were no changes in the Company's approach to capital management
during the three months ended September 30, 2021.
In
managing liquidity, the Company’s primary objective is to
ensure the entity can continue as a going concern while working to
obtain additional funding to meet its obligations as they come due.
The Company’s operations to date have been funded by issuing
equity and a royalty financing agreement. The Company expects to
continue to improve the working capital position by securing
additional financing.
The
Company’s investment policy is to invest excess cash in very
low risk financial instruments such as term deposits or by holding
funds in high yield savings accounts with major Canadian banks.
Financial instruments are exposed to certain financial risks, which
may include currency risk, credit risk, liquidity risk and interest
rate risk.
The
Company’s mineral property interests are all in the
exploration, development, and construction stage. The Company has
yet to generate any revenue from mining operations. As such the
Company is dependent on obtaining external financing to fund
exploration and evaluation, development, construction and operating
expenditures. Management continues to assess the merits of mineral
properties on an ongoing basis and may seek to acquire new
properties or to increase ownership interests if it believes there
is sufficient geologic and economic potential.
Management
mitigates the risk and uncertainty associated with raising
additional capital in current economic conditions through cost
control measures that minimizes discretionary disbursements and
reduces exploration expenditures that are deemed of limited
strategic value.
The
Company manages the capital structure (consisting of
shareholders’ deficiency) on an ongoing basis and adjusts in
response to changes in economic conditions and risk characteristics
of its underlying assets. Adjustments to the Company’s
capital structure may involve the issuance of new shares,
assumption of new debt, acquisition or disposition of assets, or
adjustments to the amounts held in cash, cash equivalents and
short-term investments.
The
Company is not subject to any externally imposed capital
requirements.
Working Capital Balance
As of
September 30, 2021, the Company had a working capital deficit of
$29,161,919 (June 30, 2021: deficit of $24,147,490). Excluding the
$46,702,455 warrant derivative liabilities, which are expected to
be settled through the issuance of common shares upon the exercise
or expiration of the underlying common share purchase warrants, the
Company had a working capital surplus of $17,540,536 (June 30,
2021: surplus of $21,233,443). Although the Company has a working
capital surplus excluding the warrant derivate liabilities, the
working capital surplus is expected to be utilized in the
construction of the Molo Graphite Mine, commissioning of the
processing plant, exploration and evaluation activities,
development of value-added processing facilities, and general and
administrative expenditures.
9
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
|
|
As
at
|
As
at
|
|
|
September
30,
|
June
30,
|
|
|
2021
|
2020
|
|
|
|
|
|
Current
Assets:
|
|
|
|
Cash and cash
equivalents
|
$18,951,655
|
$22,437,086
|
|
Amounts
receivable
|
31,880
|
92,370
|
|
Prepaid
expenses
|
39,500
|
52,974
|
|
Total
Current Assets
|
19,023,035
|
22,582,430
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
Accounts
payable
|
575,242
|
383,428
|
|
Accrued
liabilities
|
158,455
|
221,692
|
|
Short term
debt
|
-
|
-
|
|
Provision
|
742,855
|
738,022
|
|
Fair value of
warrant derivative liabilities
|
46,702,455
|
45,380,933
|
|
Current portion of
lease obligations
|
5,947
|
5,845
|
|
Total
Current Liabilities
|
48,184,954
|
46,729,920
|
|
|
|
|
|
Working
Capital (Deficit) surplus
|
(29,161,919)
|
(24,147,490)
|
Cash Flows - Sources and Uses of Cash
The
following are the Company’s cash flows from operating,
investing and financing activities for the three months ended
September 30, 2021 and 2020:
|
|
Three
months ended
|
Three
months ended
|
|
|
September
30,
|
September
30,
|
|
|
2021
|
2020
|
|
|
|
|
|
Operating
activities
|
|
|
|
Net loss for the
period
|
$(2,346,955)
|
$(280,715)
|
|
Add (deduct) items not affecting cash:
|
|
|
|
Amortization of
plant and equipment
|
4,869
|
1,522
|
|
Change in value of
lease obligations
|
272
|
22
|
|
Change in value of
royalty obligation
|
34,923
|
-
|
|
Change in value of
warrant derivative liability
|
1,564,983
|
(4,892)
|
|
Share-based
compensation
|
152,570
|
-
|
|
Government
assistance
|
-
|
-
|
|
Change in non-cash working capital balances:
|
|
|
|
(Increase) decrease
in amounts receivable and prepaid expenses
|
73,964
|
2,674
|
|
Increase (decrease)
in accounts payable and accrued liabilities
|
128,577
|
(279,663)
|
|
Increase (decrease)
in provision
|
4,833
|
3,596
|
|
Increase (decrease)
in royalty obligation
|
217,627
|
-
|
|
Increase (decrease)
in lease obligation
|
(76)
|
-
|
|
Increase (decrease)
in share subscriptions received in advance
|
-
|
(68,411)
|
|
Net cash used in
operating activities
|
(164,413)
|
(625,867)
|
|
|
|
|
|
Investing
activities
|
|
|
|
Additions to
property, plant and equipment
|
(3,706,790)
|
-
|
|
Net cash used in
investing activities
|
(3,706,790)
|
-
|
|
|
|
|
|
Financing
activities
|
|
|
|
Proceeds from
issuance of common shares
|
-
|
1,476,571
|
|
Exercise of stock
options
|
-
|
-
|
|
Exercise of
warrants
|
150,587
|
-
|
|
Common share issue
costs
|
-
|
(9,292)
|
|
Lease liability
principal payments
|
-
|
(1,255)
|
|
Short term
debt
|
-
|
(22,115)
|
|
Proceeds from
royalty financing
|
-
|
-
|
|
Net cash provided
by financing activities
|
150,587
|
1,443,909
|
|
|
|
|
|
Effect of exchange
rate changes on cash and cash equivalents
|
235,185
|
545
|
|
Net
increase (decrease) in cash and cash equivalents during the
period
|
(3,485,431)
|
818,587
|
|
|
|
|
|
Cash and cash
equivalents, beginning of year
|
22,437,086
|
222,305
|
|
Cash
and cash equivalents, end of period
|
$18,951,655
|
$1,040,892
|
10
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
Operating Activities
Net
cash used in operating activities decreased to $164,4135 (2020:
$625,867) due to a decrease in the settlement of accounts payables
and accrued liabilities as compared to the prior year
period.
Investing Activities
Net
cash used in investing activities increased to $3,706,790 (2020:
$nil) due to the start of capitalization of mine development
costs.
Financing Activities
Net
cash provided by financing activities decreased to $150,587 (2020:
$1,443,909) due to the completion of the private placement in the
prior year period. The following changes to the issued and
outstanding common shares occurred during the three months ended
September 30, 2021:
(a)
On
September 23, 2021, a total of 211,112 warrants priced at CAD$0.90
were exercised into 211,172 common shares for gross proceeds of
$150,588.
Contractual Obligations and Commitments
The
Company is subject to contractual obligations related to the
royalty obligation minimum repayments and the lease agreement for
the camp in Fotadrevo. The Company’s future operating cash
flows are expected to be sufficient to satisfy its contractual
obligations related to these obligations and
commitments.
The
Company’s contractual obligations related to the royalty
minimum payments are set out in the following table:
|
|
Obligation
|
|
|
$
|
|
Within
12 months
|
-
|
|
Between
13 and 24 months
|
948,750
|
|
Between
25 and 36 months
|
1,897,500
|
|
Between
37 and 48 months
|
1,897,500
|
|
Between
49 and 60 months
|
1,897,500
|
|
Thereafter
|
12,333,750
|
|
Total
undiscounted minimum payments and interest
|
18,975,000
|
Future
minimum lease payments required to meet obligations that have
initial or remaining non-cancellable lease terms are set out in the
following table:
|
|
Buildings
|
|
|
$
|
|
|
|
|
Within
12 months
|
6,019
|
|
Between
13 and 24 months
|
6,019
|
|
Total
undiscounted lease obligations
|
12,038
|
Off-balance sheet arrangements
The
Company does not have any off-balance sheet arrangements including
any arrangements that would affect the liquidity, capital
resources, market risk support and credit risk support or other
benefits.
Liquidity risk and capital resource analysis
Liquidity
risk is the risk that the Company will not be able to meet its
obligations associated with financial liabilities. Liquidity risk
arises from the Company’s financial obligations and in the
management of its assets, liabilities and capital structure. The
Company manages this risk by regularly evaluating its liquid
financial resources to fund current and long-term obligations and
to meet its capital commitments in a cost-effective manner. The
main factors that affect liquidity include working capital
requirements, capital-expenditure requirements, and equity capital
market conditions. The Company’s liquidity requirements are
met through a variety of sources, including cash and cash
equivalents and equity capital markets.
11
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
Accounts
payable and accrued liabilities are generally due within 30 days.
Other than the following, none of the Company’s obligations
have contractual maturities over the next 12 months:
●
The warrant
liabilities are expected to be settled through the issuance of
common shares upon the exercise or expiration of the underlying
common share purchase warrants.
●
The royalty
obligations are expected to be settled through minimum repayments
starting in fiscal 2023 that will be funded through operating cash
flows.
As of
September 30, 2021, the Company had cash and cash equivalents of
$18,951,655 (June 30, 2021: $22,437,086) to settle current
liabilities of $48,184,954 (June 30, 2021: $46,729,920). Excluding
the $46,702,455 warrant derivative liabilities, which are expected
to be settled through the issuance of common shares upon the
exercise or expiration of the underlying common share purchase
warrants, the Company had current liabilities of $1,482,499 (June
30, 2020: $1,348,987). Although the Company is not currently
exposed to liquidity risk, a significant portion of the surplus
cash is expected to be utilized to complete construction of the
mine and to fund mine working capital and general and
administrative expenditures over the next 12 months.
As of
September 30, 2021, the remaining Molo Graphite Mine construction
costs were estimated at approximately $14.8 million, mine start-up
working capital requirements were estimated at approximately $1.3
million, and general and administrative expenditures until the
completion of construction were estimated at $2.5 million. As part
of the royalty financing agreement, the Company will receive a
further $3.0 million from Vision Blue upon achieving 80% of capital
expenditures related to the construction of the mine, which is
expected to be reached on or around December 31, 2021. The Company
expects to receive additional funding from the exercise of
in-the-money warrants that are due to expire in October 2021 and
July 2022. As a result, the Company believes its capital resources
will be sufficient to complete construction of the mine and to fund
mine working capital and general and administrative expenditures
over the next 12 months. Should unexpected financial circumstances
arise in the future, the Company may choose to decrease certain
discretionary expenditures.
While
the Company has been successful in obtaining required funding in
the past, there is no assurance that future financings will be
available. Based on management’s assessment of its past
ability to obtain required funding, the Company believes that it
will be able to satisfy its current and long-term obligations as
they come due.
Credit risk
The
Company does not currently have commercial customers and therefore
does not have any credit risk related to amounts receivables. The
Company has credit risk arising from the potential from
counterparty default on cash and cash equivalents held on deposit
with financial institutions. The Company manages this risk by
ensuring that deposits are only held with large Canadian banks and
financial institutions, whereas any offshore deposits are held with
reputable financial institutions.
Interest rate risk
This is
the sensitivity of the fair value or of the future cash flows of a
financial instrument to changes in interest rates. The Company does
not have any financial assets or liabilities that are subject to
variable interest rates.
Commodity price risks
This is
the sensitivity of the fair value of, or of the future cash flows,
from mineral assets. The Company manages this risk by monitoring
mineral prices and commodity price trends to determine the
appropriate timing for funding the exploration or development of
its mineral assets, or for the acquisition or disposition of
mineral assets. The Company does not have any mineral assets at the
development or production stage carried at historical cost. The
Company has expensed the acquisition and exploration costs of its
exploration stage mineral assets.
Currency risk
This is
the sensitivity of the fair value or of the future cash flows of
financial instruments to changes in foreign exchange rates.
The Company transacts in currencies other than the US dollar,
including the Canadian dollar, the Madagascar Ariary, the Euro and
the South African Rand. The Company purchases services and
has certain salary commitments in those foreign currencies.
The Company also has monetary and financial instruments that may
fluctuate due to changes in foreign exchange rates.
Derivative financial instruments are not used to reduce exposure to
fluctuations in foreign exchange rates. The Company is not
sensitive to foreign exchange exposure since it has not made any
commitments to deliver products quoted in foreign currencies. Due
to the capitalization of costs related to the Molo Graphite Mine,
the Company is increasing its sensitivity to foreign exchange risk
arising from the translation of the financial statements of
subsidiaries with a functional currency other than the US dollar
whereby US dollar differences in assets, liabilities and equity are
measured through other comprehensive
income.
As of
September 30, 2021, the Company estimated that a 10% decrease of
the USD versus foreign exchange rates would result in a gain of
$13,268 (2020: gain of $1,463).
12
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
|
|
September
30,
|
June
30,
|
|
|
2021
|
2019
|
|
Cash and cash
equivalents (CAD)
|
$959,632
|
$1,011,996
|
|
Cash and cash
equivalents (MGA)
|
157,303
|
$1,698
|
|
Amounts receivable
(CAD)
|
31,855
|
73,707
|
|
Amounts receivable
(MGA)
|
25
|
26
|
|
Accounts payable
and accrued liabilities (CAD)
|
(136,170)
|
(137,329)
|
|
Accounts payable
and accrued liabilities (MGA)
|
(137,113)
|
(30,574)
|
|
Accounts payable
and accrued liabilities (EUR)
|
-
|
(166,869)
|
|
Provisions
(CAD)
|
(742,855)
|
(738,022)
|
|
Net foreign
exchange exposure in USD
|
$132,677
|
14,633
|
|
Impact of 10%
change in foreign exchange rates
|
$13,268
|
1,463
|
OUTSTANDING SECURITIES
The Company’s common shares trade on the Toronto Stock
Exchange (the “TSX”) under the symbol
“NEXT” and the OTCQB under the symbol
“NSRCF”. The Company’s common shares have no par
value and the authorized share capital is composed of an unlimited
number of common shares.
The following changes to the issued and outstanding common shares
occurred during the three months ended September 30,
2021:
(a)
On
September 23, 2021, a total of 211,112 warrants priced at CAD$0.90
were exercised into 211,172 common shares for gross proceeds of
$150,588.
As of September 30, 2021, the Company had the following
outstanding securities:
|
Common shares
issued and outstanding
|
98,395,372
|
|
Warrants
|
25,693,010
|
|
Stock
options
|
2,780,000
|
|
Restricted
Share Units (RSUs)
|
475,000
|
|
Fully
Diluted Common Shares
|
127,343,382
|
As of September 30, 2021, the Company had 25,693,010 common share
purchase warrants outstanding (June 30, 2021: 25,904,12) with a
weighted average expiration of 1.53 years (June 30, 2021: 1.77
years), which are exercisable into 25,693,010 (June 30, 2021:
25,904,12) common shares at a weighted average exercise price of
USD$0.77 (June 30, 2021: USD$0.78).
As of September 30, 2021, the Company had 2,780,000 stock options
outstanding (June 30, 2021: 2,780,000) with a weighted average
expiration of 1.90 years (June 30, 2020: 2.15), which are
exercisable into 2,780,000 common shares (June 30, 2021: 2,780,000)
at a weighted average exercise price of USD$1.71 (June 30, 2020:
USD$1.73).
As of
September 30, 2021, the Company had 475,000 RSUs issued and
outstanding (June 30, 2021: 475,000) with a weighted average
expiration of 1.15 years (June 30, 2020: 1.40) which entitle the
holders to receive 475,000 common shares (June 30, 2021: 475,000)
for no additional consideration subject to satisfying the vesting
conditions.
Subsequent Events
On October 5, 2021, a total of 206,667 warrants priced at CAD$0.90
and 54,616 warrants priced at CAD$0.65 were exercised into 261,283
common shares for gross proceeds of $175,079.
On October 20, 2021, a total of 155,556 warrants priced at CAD$0.90
were exercised into 155,556 common shares for gross proceeds of
$113,110.
On October 22, 2021, a total of 214,445 warrants priced at CAD$0.90
were exercised into 214,445 common shares for gross proceeds of
$156,128.
As of the date of this MD&A, the Company had the following
outstanding securities:
13
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
|
Common shares
issued and outstanding
|
99,026,656
|
|
Warrants
|
25,061,726
|
|
Stock
options
|
2,780,000
|
|
Restricted
Share Units (RSUs)
|
475,000
|
|
Fully
Diluted Common Shares
|
127,343,382
|
TRANSACTIONS WITH RELATED PARTIES
Parties
are related if one party has the direct or indirect ability to
control or exercise significant influence over the other party in
making operating and financial decisions. Parties are also related
if they are subject to common control or common significant
influence. Other related parties include companies controlled by
key management personnel. Related parties include key management,
which consists of the Board of Directors, Chief Executive Officer,
Chief Financial Officer, and the Senior Vice Presidents of the
Company.
A
transaction is considered a related party transaction when there is
a transfer of economic resources or financial obligations between
related parties. Related party transactions that are in the normal
course of business and have commercial substance are measured at
the fair value. Balances and transactions between the Company and
its wholly owned subsidiaries, which are related parties of the
Company, have been eliminated and are not disclosed in this
note.
The
following key management related party transactions occurred during
the following reporting periods:
|
|
Three
months ended
|
Three
months ended
|
|
|
September
30,
|
September
30,
|
|
|
2021
|
2020
|
|
Payroll and
benefits
|
$110,918
|
$92,378
|
|
Consulting
fees
|
85,113
|
82,771
|
|
Professional
fees
|
9,782
|
3,856
|
|
Share-based
compensation
|
152,570
|
-
|
|
Total
|
$358,383
|
$179,005
|
The
following key management related party balances existed as of the
end of the following reporting periods:
|
|
As
of
|
As
of
|
|
|
September
30,
|
June
30,
|
|
|
2021
|
2021
|
|
Amounts receivable
from key management
|
$13,668
|
$17,007
|
|
Prepaid expenses to
companies controlled by key management
|
$3,147
|
$6,949
|
|
Accounts payable
due to companies controlled by key management
|
$-
|
$-
|
|
Accrued liabilities
due to key management
|
$62,941
|
$64,503
|
OUTLOOK AND MILESTONES
The
following section contains “forward-looking statements”
and “forward-looking information” within the meaning of
applicable securities laws. The Company continues to monitor the
implications of the Covid-19 Pandemic. The manner and extent that
the pandemic, and measures taken as a result of the pandemic by
governments and others, will affect the Company in ways that cannot
be predicted with certainty. See the Cautionary Statement Regarding Forward-Looking
Information and Uncertainty
due to the Covid-19 Pandemic in this MD&A for a
discussion of assumptions and risks relating to such statements and
information and a discussion of certain risks facing the Company
relating to the pandemic.
Fiscal 2022 Outlook
The
Company is not providing any guidance on expected production
volumes, revenues and operating costs for the Molo Graphite Mine,
which is expected to begin commissioning in May 2022. Although the
Company expects to produce sellable product during fiscal 2022, the
Company does not expect to achieve full nameplate capacity until
after June 30, 2022.
14
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
As of
September 30, 2021, the remaining Molo Graphite Mine construction
costs were estimated at approximately $14.8 million, mine start-up
working capital requirements were estimated at approximately $1.3
million, and general and administrative expenditures until the
completion of construction were estimated at $2.5 million. As part
of the royalty financing agreement, the Company will receive a
further $3.0 million from Vision Blue upon achieving 80% of capital
expenditures related to the construction of the mine, which is
expected to be reached on or around December 31, 2021. The Company
expects to receive additional funding from the exercise of
in-the-money warrants that are due to expire in October 2021 and
July 2022.
Mine
development expenditures, prior to any capitalizations, are
expected to be approximately $0.5 to $0.6 million primarily due to
technical studies related to a Phase 2 mine expansion, as compared
to $0.3 million in 2021.
Exploration
and evaluation expenditures are expected to be approximately $0.1
to $0.2 million primarily due to the completion of metallurgical
evaluations and technical studies related to the Green Giant
Vanadium Project, as compared to $0.05 million in
2021.
Value-added
processing expenditures, prior to any capitalizations, are expected
to be approximately $1.0 to $1.5 million primarily due to the
completion of technical studies related to the construction of a
value-added processing facilities capable of producing coated,
spheronized and purified graphite (“CSPG”), as compared
to $Nil in 2021.
General
and administrative expenses, prior to any capitalizations, are
expected to be approximately $2.5 million to $3.5 million, as
compared to $1.6 million in 2021.
Fiscal 2022 Milestones
The
following are major milestones that are expected in the remainder
of fiscal 2022:
●
Completion of
offshore assembly and factory acceptance testing of the processing
plant
●
Disassembly and
shipment of the processing plant
●
Civil and
earthworks
●
Mining camp and
building construction
●
Installation of
generators
●
Arrival and
assembly of processing plant at the mine site
●
Arrival of mining
fleet at the mine site
●
Processing plant
commissioning
●
Completion of
technical study to determine the project economics for a Phase 2
production capacity expansion with a minimum target of 150,000 tpa
from the Molo Graphite Mine
●
Completion of
technical study to determine the project economics for value-added
spheronized and purified graphite ("SPG") production
facilities
Completion
of offshore assembly and factory acceptance testing of the
processing plant is ongoing. The plant will then be disassembled
and shipped to the mine site where it will be reassembled and
re-tested. Civil and earthworks are expected to begin by the end of
2021 followed by construction of the mining camp and installation
of diesel generators. Arrival of the mining fleet is expected in
May 2022 followed by commissioning of the processing plant by June
30, 2022.
Mining operations are expected to ramp up over a period of two to
three months to the Phase 1 nameplate capacity of 240,000 tpa of
ore. At full Phase 1 capacity, the Molo Graphite Mine is expected
to produce approximately 17,000 tpa of high-quality
SuperFlake® graphite concentrate.
15
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
MINERAL DEVELOPMENT PROJECTS
The
following section contains “forward-looking statements”
and “forward-looking information” within the meaning of
applicable securities laws. The Company continues to monitor the
implications of the Covid-19 Pandemic. The manner and extent that
the pandemic, and measures taken by governments and others because
of the pandemic, may affect the Company in ways that cannot be
predicted with certainty. See the Cautionary Statement Regarding Forward-Looking
Information and Uncertainty
due to the Covid-19 Pandemic in this MD&A for a
discussion of assumptions and risks relating to such statements and
information and a discussion of certain risks facing the Company
relating to the pandemic.
Molo Graphite Mine, Southern Madagascar Region,
Madagascar
Overview and Project Plan
The
Molo Graphite Mine project is located near the town of Fotadrevo in
the Province of Toliara, Madagascar.
On
February 15, 2019, the Company announced the Madagascar Government
granted a 40-year mining license for the Molo Graphite Mine and
that the mining license does not limit mining to any specific
volume.
On
March 29, 2021, the Company announced the initiation of the
construction process for the Molo Graphite Mine in Madagascar with
the awarding of the engineering, procurement, and construction
management contract.
On May
11, 2021, the Company announced it initiated the procurement of
processing plant equipment for the Molo Graphite Mine.
Total
construction costs excluding working capital have been estimated at
$21.7 million. All construction activities are expected to be
completed by June 30, 2022.
As of
September 30, 2021, the remaining Molo Graphite Mine construction
costs were estimated at approximately $14.8 million, mine start-up
working capital requirements were estimated at approximately $1.3
million, and general and administrative expenditures until the
completion of construction were estimated at $2.5
million.
The
application for all necessary permits to construct and operate the
mine, including water use, facilities construction, mineral
processing, transportation, export, and labour have been initiated
and are expected to be obtained as they are required.
Completion
of offshore assembly and factory acceptance testing of the
processing plant is ongoing. The plant will then be disassembled
and shipped to the mine site where it will be reassembled and
re-tested. Civil and earthworks are expected to begin by the end of
2021 followed by construction of the mining camp and installation
of diesel generators. Arrival of the mining fleet is expected in
May 2022 followed by commissioning of the processing plant by June
30, 2022.
Mining
operations are expected to ramp up over a period of two to three
months to the Phase 1 nameplate capacity of 240,000 tpa of ore. At
full Phase 1 capacity, the Molo Graphite Mine is expected to
produce approximately 17,000 tpa of high-quality SuperFlake®
graphite concentrate.
The
following is a rendering of the completed Phase 1 processing
plant:

16
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
Phase 2 Expansion
On June 23, 2021, the Company announced the initiation of a
technical study to determine the project economics for a Phase 2
production capacity expansion with a minimum target of 150,000 tpa
of SuperFlake® from its Molo Graphite Mine in Madagascar. This
is an increase from the 2019 Feasibility Study that considered a
Phase 2 production capacity of 45,000 tpa. The new minimum
production capacity target was determined after discussions with
our flake graphite offtake partners and with our partnership for
the construction of a battery anode facility (“BAF”) to
produce spheronized and purified graphite
(“SPG”).
Construction
of the Phase 2 expansion is expected to begin after completion of
Phase 1 and is subject to the technical report confirming positive
project economics and subsequently obtaining sufficient funding for
construction costs and working capital.
Global market for and supply of flake graphite
Benchmark
Intelligence estimated that global flake graphite demand in 2020
was approximately 900,000 tonnes and is expected to increase
significantly over the next ten years due to increasing demand for
lithium-ion batteries used in electric vehicles. A rule of thumb is
that approximately 1.1 tonnes of flake graphite (2,500 lbs) is
required for each 1GWh of electric vehicle capacity. Benchmark
Intelligence has further estimated that global battery
manufacturing capacity in 2020 was approximately 755 GWh and is set
to increase by 2030 to 3,400 GWh through the construction of up to
200 new gigafactories. As a result, global flake graphite demand in
2030 is estimated at approximately 4,000,000 tonnes, which exceeds
the existing global supply.
Benchmark
Intelligence estimated that the global flake graphite market was in
relative balance in recent years but has moved from an oversupply
of 226,000 tpa in 2018 to a deficit of approximately 60,000 tpa in
2021. Flake graphite demand is forecast to exceed global supply by
approximately 430,000 tpa by 2026 and increasing to approximately
1,888,000 tpa by 2030. The supply response for natural flake
graphite is expected to be constrained by technical challenges,
capital costs, development timelines and operating economics. The
supply response for synthetic flake graphite is expected to be
constrained by the economics and availability of petroleum needle
coke, which is its primary raw material feedstock for synthetic
graphite and is also in demand for use in the steel making
industry.
As an
industrial mineral, flake graphite pricing is determined by three
factors: 1) flake size, 2) carbon purity and 3) industry-specific
technical attributes of the flakes. Flake sizing is broadly
classified into four ranges: small (-100 mesh, or <75µm)
medium (-80 to 100 mesh, or 75µm to 180µm), large (-50 to
80 mesh, or 180µm to 300µm), and extra-large or jumbo
(+50 mesh, or >300µm). These flake sizes are in turn
classified by carbon content (”C”), and are typically
sold in ranges of 88-93% C, 94-95% C, and 95-97% C. The specific
technical attributes of the flakes are then defined by end-user
parameters such as expansion coefficient, thermal and electrical
conductivity, and charge-discharge stability and efficiency. Larger
flake size is generally sold at a premium to smaller flake sizes,
and higher purity products (e.g., above 94%) are sold at a premium
to lower purity products. Pricing is further impacted by the
regional location of supply.
Transactions
in the flake graphite market are generally based on private
negotiations between buyers and sellers, as a result there is no
spot or forward market. Research companies such as Benchmark
Mineral Intelligence (“Benchmark”) and Roskill
Information Services (“Roskill”) estimate current and
historical pricing based on their proprietary market research and
publish forward estimates for select grades and product types.
Benchmark has estimated the following average FOB China 94-95% C
flake graphite market prices for different mesh sizes during the
past 12 months. Benchmark has not estimated the flake graphite
market prices for 96-98% C flake graphite, which is the yield
expected to be produced by the Molo Graphite Mine and is typically
sold at a premium to 94-95% C flake graphite.
Sales, Marketing and Offtakes of SuperFlake®
Graphite
Independent
testing by various third-party end users of flake graphite was
announced by the Company in 2015 that confirmed that flake graphite
concentrates from the Molo Graphite Mine meets or exceeds quality
requirements for all major end-markets of natural flake graphite.
The major end-markets for flake graphite include refractories,
graphite anode materials used in lithium-ion batteries, specialty
graphite foils used as essential components in the chemical,
aeronautical and fire-retardant industries, and graphene used in
high-end ink and substrate applications.
The
Feasibility Study confirmed that Molo flake graphite concentrate
has an excellent flake size distribution that is well above the
global average, with 46.4% classified as +80 mesh (large), +65 mesh
(extra-large) and +48 mesh (jumbo) mesh in flake size, which
includes 23.6% as +48 mesh and greater in flake size. The
concentrate also has excellent thermal expansion, can be upgraded
to 99.97% purity and contains no deleterious substances and has
high crystallinity.
In
response, NextSource has registered SuperFlake® as a trademark
for the Molo flake graphite concentrate in the United States,
Canada, Japan, South Korea, U.K. and the European Union. These are
the top demand markets for flake graphite and the countries where
NextSource intends to sell its SuperFlake® graphite
material.
The
Company expects to sell most of the flake graphite produced at the
Molo Graphite Mine through offtakes with several key
customers.
17
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
On
October 16, 2018, the Company announced a binding offtake agreement
for the supply of SuperFlake® graphite concentrate with a
prominent Japanese Trading Company that is a primary supplier of
flake graphite to a major Japanese electric vehicle anode producer.
To protect certain confidential aspects of the agreement, the
Japanese Trading Company and the Japanese electric vehicle anode
producer requested not to be identified. The key highlights
are:
●
Offtake is for a
period of ten (10) years, beginning at the start of commercial
production at the Molo Graphite Mine, with an automatic renewal for
an additional five (5) years.
●
Exclusive right to
import and sell SuperFlake® graphite concentrate in
Japan.
●
Provided that
commercial production commences within 3 years, following the ramp
up period, the Japanese Partner will purchase 20,000 tonnes of
SuperFlake® graphite per annum.
●
Product prices will
be negotiated on a per order basis between the parties and will be
based on the market prices (FOB basis) prevailing in the
region.
On May
25, 2021, the Company announced that following a multi-year
verification process, thyssenkrupp entered into a long-term
partnership with NextSource and signed an offtake agreement to
secure SuperFlake® graphite concentrate for their
refractories/foundries, expandable graphite (graphite foil) and
battery anode production businesses. The key highlights
are:
●
Commercial
agreement for the sale of 35,000 tpa of SuperFlake® graphite
concentrate from the Molo mine
●
10-year term with
an automatic 5-year extension
●
Products under the
agreement pertain to refractory, battery anode production and
expandable graphite (graphite foil) markets
●
Geographical
regions include, but are not limited to, Europe, the UK, North
America, Mexico, China and South Korea
●
Minimum 7,300 tpa
during Phase 1 initial production
●
Ramp up to 35,000
tpa in Phase 2
●
Shipments in Phase
1 will be used to verify run-of-mill production to trigger the
larger volume expansion
Royalty
On June 28, 2021, the Company received the royalty funding from
Vision Blue consisting of $8.0 million, less a US$1.5 million
royalty financing fee. The Company will receive a further $3.0
million upon achieving 80% of capital expenditures related to the
construction of the mine, which is expected to be reached on or
around December 31, 2021. In return for the royalty funding, the
Company will pay to Vision Blue the greater of: (i) US$1.65 million
per annum or (ii) 3% of the gross revenues from SuperFlake®
concentrate 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. The Company may delay each individual
minimum payments for a period of 12 months, whereby each deferred
payment will be subject to accrued interest of 15% per annum. At
this time, the Company expects to defer the minimum payments and as
a result, the first minimum payment is expected to be completed on
June 30, 2023.
Exploration and Evaluation
The
Molo Graphite Project is one of seven surficial graphite trends
discovered and drill tested by NextSource in late 2011 and
announced to the market in early January 2012. The Molo deposit
itself occurs in a flat, sparsely populated and dry savannah
grassland region that has easy access via a network of seasonal
secondary roads.
The
Molo Graphite Project graphitic zone consists of multi-folded
graphitic strata at surface with an exposed strike length of over
two kilometres. Outcrop mapping and trenching on the Molo Graphite
Project has shown the surface geology to be dominated by resistant
ridges of graphitic schist and graphitic gneiss, as well as
abundant graphitic schist float. Geological modeling has shown that
the Molo Graphite Project deposit consists of various zones of
mineralized graphitic gneiss, with a barren footwall composed of
garnetiferous gneiss. The host rock of the mineralized zones on the
Molo Graphite Project is graphitic gneiss.
Resource
delineation, drilling and trenching on the Molo Graphite Project
took place between May and November of 2012. This resulted in a
maiden mineral resource estimate that formed the basis for the
Company’s Preliminary Economic Assessment (the
“PEA”), which was undertaken by DRA Mineral Projects
and released in 2013.
The
positive outcome of the PEA led NextSource to undertake another
phase of exploratory drilling and sampling in 2014 to upgrade the
deposit and its contained mineral resources to mineral reserves.
The process included an additional 32 diamond drill holes (totaling
2,063 metres) and 9 trenches (totaling 1,876 metres). The entire
database upon which the upgraded resource estimate was based
contained 80 drill holes (totaling 11,660 metres) and 35 trenches
(totaling 8,492 metres). This mineral resource formed the basis of
the first feasibility study, which was released in February 2015,
and for the September 2019 Feasibility Study.
The
resource remains open along strike and to depth. The Company does
not have any immediate plans to complete any further drilling to
expand the resource.
18
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
Resource and Reserve Estimate
The
current mineral resource estimate for the Molo Graphite Project is
summarised below consisting of the resource categories, the
tonnage, the carbon grade (“C%”) and the contained
graphite (“C”) tonnage. A cut-off grade of 4% C was
used for the “higher grade” zones and 2% C for the
“lower grade” zones. The mineral resources are
classified in the Measured, Indicated and Inferred categories as
defined by the Canadian Institute of Mining, Metallurgy and
Petroleum definition standards.
|
Classification
|
Tonnage
(Mt)
|
Grade
(C%)
|
Graphite (C
Mt)
|
|
Measured
|
23.62
|
6.32%
|
1.49
|
|
Indicated
|
76.75
|
6.25%
|
4.80
|
|
Measured
& Indicated
|
100.37
|
6.30%
|
6.29
|
|
Inferred
|
40.91
|
5.78%
|
2.36
|
The
Mineral Resources above are inclusive of the Mineral Reserves
below.
|
Classification
|
Tonnage
(Mt)
|
Grade
(C%)
|
|
Proven
|
14.17
|
7.00%
|
|
Probable
|
8.37
|
7.04%
|
|
Proven
& Probable
|
22.44
|
7.02%
|
Readers
are cautioned to refer to the 2019
Feasibility Study for all the material assumptions,
qualifications and verification procedures relating to the current
mineral resource and mineral reserve estimate for the Molo Graphite
Project.
History
On
December 14, 2011, the Company entered into a Definitive Joint
Venture Agreement ("JVA") with Malagasy Minerals Limited
("Malagasy"), a public company listed on the Australian Stock
Exchange, to acquire a 75% interest in a property package for the
exploration and development of industrial minerals, including
graphite, vanadium and 25 other minerals. The land position
consisted of 2,119 permits covering 827.7 square kilometers and is
mostly adjacent towards the south and east with the Company's 100%
owned Green Giant Vanadium Project. Pursuant to the JVA, the
Company paid $2,261,690 and issued 750,000 common shares that were
valued at $1,350,000.
On
April 16, 2014, the Company signed a Sale and Purchase Agreement
and a Mineral Rights Agreement (together “the
Agreements”) with Malagasy to acquire the remaining 25%
interest, subject to Malagasy retaining a 1.5% net smelter royalty.
Pursuant to the Agreements, the Company paid $364,480
(CAD$400,000), issued 250,000 common shares subject to a 12-month
voluntary vesting period that were valued at $325,000 and issued
350,000 common share purchase warrants, which were valued at
$320,950 using Black-Scholes, with an exercise price of $0.14 and
an expiry date of April 15, 2019. On May 20, 2015, upon completion
of a bankable feasibility study (“BFS”) for the Molo
Graphite Property, the Company paid $546,000 (CAD$700,000) and
issued 100,000 common shares, which were valued at $100,000. A
further cash payment of approximately $771,510 (CAD$1,000,000) will
be due within five days of the commencement of commercial
production. The Company also acquired a 100% interest in the
industrial mineral rights on approximately 1 ½ additional
claim blocks covering 10,811 hectares adjoining the east side of
the Molo Graphite Property. Prior to becoming a Director of the
Company, Brett Whalen purchased an option to acquire the 1.5% NSR
from Malagasy, upon the mine achieving commercial production, in
return for a further payment to Malagasy.
The
Molo Graphite Project is located within Exploration Permit #3432
(“PR 3432”) as issued by the Bureau de Cadastre Minier
de Madagascar (“BCMM”) pursuant to the Mining Code 1999
(as amended) and its implementing decrees. The Molo Graphite
Project exploration permit PR 3432 is currently held under the name
of our Madagascar subsidiary, which has paid all taxes and
administrative fees to the Madagascar government and its mining
ministry with respect to all the mining permits held in country.
These taxes and administrative fee payments have been acknowledged
and accepted by the Madagascar government.
On June
1, 2017, we released the results of an updated Molo Feasibility
Study utilizing a fully modular approach which was based on the
FEED Study and subsequent detailed engineering
studies.
During
fiscal 2017, the Company applied to the BCMM to have the
exploration permit for the Molo Graphite Project converted into a
mining permit.
Following
an Environmental Legal Review and an Environmental and Social
Screening Assessment, which provided crucial information to align
the project’s development and design with international best
practice on sustainable project development, the Company completed
a comprehensive Environmental and Social Impact Assessment
("ESIA"), which was developed to local Madagascar
(“Malagasy”), Equator Principles, World Bank and
International Finance Corporation (“IFC”) standards.
The ESIA was submitted to the Office National d’Environment
(“ONE”) (the Madagascar Environment Ministry) during
fiscal 2018.
19
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
On
February 15, 2019, the Company announced the Madagascar Government
granted a 40-year mining license for the Molo Graphite Mine and
that the mining license does not limit mining to any specific
volume.
On
April 11, 2019, the Company announced it had received the Global
Environmental Permit (“GEP”) for the Molo Graphite Mine
from the Madagascar Ministry of Environment’s Office National
pour l'Environnement (the National Office for the Environment; or
“ONE”). The GEP was based on ESIA and a Relocation
Action Plan (“RAP”) that involved the completion of
local and regional stakeholder and community engagement, and the
completion of negotiations and signed agreements with all
potentially affected land occupants to accept compensation for any
affected crops and grazing land and relocation if
needed.
On
September 27, 2019, the Company reported the results of an updated
Feasibility Study (“FS”) consisting of two
phases:
PHASE 1: Production of 17,000 tpa of graphite
concentrate
The
first phase of production will consist of a fully operational and
sustainable graphite mine with a permanent processing plant capable
of processing 240,000 tpa of ore producing approximately 17,000 tpa
of graphite concentrate per year over a 30-year life of mine. The
estimated capital costs for Phase 1 including contingencies were
estimated at US$21.0 million and construction was expected to take
approximately 12 months to complete. Phase 1 costs including
contingency and working capital were estimated at US$24.1
million.
PHASE 2: Production expansion to 45,000 tpa of graphite concentrate
in Year 3
Phase 2
assumes that Phase 1 is achieved and operates for two years
followed by the completion of the Phase 2 expansion in the third
year resulting in a combined 720,000 tpa of ore producing 45,000
tpa of graphite concentrate per year over a 30-year life of mine.
The Phase 2 expansion is based on the construction of two
additional Phase 1 processing plant modules over a construction
period of 12 months. Phase 2 capital costs including all Phase 1
capital costs and contingency were estimated at US$60.1 million.
Phase 2 capital costs including all Phase 1 capital costs,
contingency and working capital were estimated at US$67.4 million.
Additional sustaining capital for equipment replacement over the
30-year life of mine and closure costs was estimated at $3.3
million.
On
February 8, 2021, the Company announced that it entered into a
binding agreement with Vision Blue to provide the Financing Package
for total gross proceeds of USD$29.5M. The proceeds of the
Financing Package will be used to complete construction of Phase 1
of the Company’s Molo Graphite Mine. The Financing Package
consisted of an initial private placement of $6.0 million that was
completed on March 15, 2021, a second private placement for $12.5
million that was completed on May 19, 2021, and a royalty financing
agreement that was completed on June 28, 2021, when the Company
received an initial $8.0 million, less a $1.5 million royalty
financing fee, and will receive another $3.0 million once it has
reached 80% of capital expenditures related to the construction of
the Molo Graphite Mine. The Molo Graphite Mine will be subject to
minimum royalty payments and a 3.0% royalty. Vision Blue was
granted a right of first refusal to finance the Phase 2 expansion
of the Molo Graphite Mine.
On
March 29, 2021, the Company announced the initiation of the
construction process for the Molo Graphite Mine in Madagascar with
the awarding of the engineering, procurement, and construction
management contract.
On May
11, 2021, the Company announced it initiated the procurement of
processing plant equipment, which will be assembled offshore then
shipped to Madagascar.
Feasibility Study Summary
On
September 27, 2019, the Company reported the results of an updated
Feasibility Study (“FS”) consisting of two phases.
Phase 1 consisted of production of 17,000 tpa of finished
SuperFlake® concentrate for the first two years of production,
followed by an expansion to Phase 2 production of 45,000 tpa. The
FS considered mine capital equipment and mining costs, as well as
the 12-month rolling flake graphite pricing on a Freight-on-Board
(“FOB”) China basis, supplied by UK-based battery
mineral commodities research firm, Benchmark Minerals Intelligence. The FS
incorporated the procurement of all mining equipment, off-site
modular fabrication and assembly, factory acceptance testing,
module disassembly, shipping, plant infrastructure construction,
onsite module re-assembly, commissioning, project contingencies and
working capital. All capital and operating costs expressed for
Phase 1 are accurate to +/- 10%, and Phase 2 are accurate to +/-
12.5%.
20
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
|
Description
|
Phase
1 and 2
|
|
|
|
Pre-Tax
|
Post-Tax
|
|
NPV
(8% Discount Cash Flow)(1)(2)
|
$237.1
million
|
$184.3
million
|
|
IRR (1)(2)
|
43.1%
|
36.2%
|
|
Payback
(2)
|
|
3.8
years
|
|
Capital cost
("CAPEX")
|
$60,082,340
|
|
|
Owners
Contingency
|
$6,670,430
|
|
|
On-site Mining
Costs ("OPEX") per tonne of concentrate, (year 3
onward)
|
$82.69
|
|
|
On-site Processing
Costs ("OPEX") per tonne of concentrate, (year 3
onward)
|
$270.27
|
|
|
Transportation per
tonne of concentrate (mine site to Madagascar Port year 3
onward)
|
$133.01
|
|
|
Average annual
production of concentrate
|
|
|
|
Life of Mine
("LOM")
|
|
|
|
Graphite
concentrate sale price (US$/tonne at Start Up - 2017)
|
$1,208
|
|
|
Average Head
Grade
|
7.1%
|
|
|
Average ore mined
per annum over Life of Mine
|
|
|
|
Average stripping
ratio
|
0.53:1
|
|
|
Average carbon
recovery
|
88.30%
|
|
Notes:
(1)
Assumes Project is financed with 100% equity. Unless otherwise
noted, all monetary figures presented are expressed in US dollars
(USD).
(2)
CAPEX includes process equipment, civil & infrastructure,
mining, buildings, electrical infrastructure, project &
construction services. Values shown are based on real graphite
sales pricing
|
CAPEX
and Working Capital
|
Phase
1 (240ktpa)
|
Phase 1 and 2 (720ktpa)
|
|
Process
Equipment
|
$8,438,609
|
$25,315,827
|
|
Civil &
Infrastructure
|
$2,103,672
|
$6,661,016
|
|
Tailings
|
$0.00
|
$0.00
|
|
Mining
|
$2,574,143
|
$4,913,341
|
|
Buildings
|
$1,154,609
|
$2,886,523
|
|
Electrical
Infrastructure
|
$128,804
|
$386,412
|
|
Project
Services/EPCM
|
$931,481
|
$2,794,445
|
|
Construction
Services
|
$1,474,775
|
$3,686,937
|
|
Indirect
Costs
|
$372,750
|
$1,118,250
|
|
Environmental &
Permitting costs
|
$729,827
|
$1,459,655
|
|
Owner's
Costs
|
$1,197,000
|
$4,189,500
|
|
Sub-total
|
$19,105,673
|
$53,411,909
|
|
Contingency (10%/12.5%)
|
$1,910,567
|
$6,676,488
|
|
3 Months Working
Capital
|
$3,100,000
|
$7,300,000
|
|
CAPEX
AND WORKING CAPITAL TOTAL
|
$24,116,241
|
$67,388,398
|
|
Sustaining
CAPEX over Life of Mine
|
|
$3,300,000
|
|
Operating
Costs
|
Phase
1
|
Phase
2
|
|
|
Operating
cost
|
|
|
Mining
(US$/T)
|
102.81
|
65.34
|
|
Processing
(US$/T)
|
265.82
|
265.82
|
|
Trucking to local
port / Ft. Dauphin (US$/T)
|
133.01
|
133.01
|
|
General and
Administration (US$/T)
|
64.29
|
50.00
|
|
TOTAL
|
$565.93
|
$514.17
|
The 2019 Feasibility Study technical report has been filed under
the Company’s profile and on SEDAR at www.sedar.com, and is
posted on NextSource’s website at www.nextsourcematerials.com.
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 above
mineral resource and reserve estimates and data verification
procedures.
The 2019 Feasibility Study was prepared in accordance with National
Instrument 43-101 standards by Mr. Johann de Bruin, Pr. Eng. Mr. de
Bruin is the Qualified Person who verified the technical data using
industry acceptable standards and signed off on the relevant
sections in the 43-101 report filed on SEDAR.
21
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
VALUE-ADDED MATERIAL PROCESSING FACILITY
The
Company is currently evaluating the construction of value-added
processing facilities that can convert flake graphite into
spheronized and purified graphite (“SPG”) and coated
spheronized graphite (“CSPG”). The coated spheronized
purified graphite is then sold to battery manufacturers where it is
rolled into an anode, which is then assembled with the cathode and
other components into a finished battery. The following is a
representation of the graphite conversion process and the
approximate primary components of a typical battery:


The SPG and CSPG produced from the value-added processing
facilities can be sold at significantly greater prices per tonne
than flake graphite. Transactions in the SPG and CSPG market are
generally based on private negotiations between buyers and sellers,
as a result there is no spot or forward market. Research companies
such as Benchmark and Roskill estimate current and historical
pricing based on their proprietary market research and publish
forward estimates for select grades and product types. According to
Roskill, the average price of CSPG imported into China in 2019 and
2020 were USD$7,157 per tonne and USD$7,307 per tonne,
respectively.
On April 12, 2021, the Company announced a binding partnership
agreement to construct and operate its own turnkey spheronized and
purified graphite ("SPG") production facility. SPG is a key
component of lithium-ion batteries such as those used in electric
vehicle (“EV”) and hybrid vehicle applications. The
partnership involves Japanese and Chinese companies that currently
operate their own SPG and CSPG facilities that provide SPG and CSPG
to leading Japanese lithium-ion battery makers that are within the
supply chains of Tesla and other major EV automotive
companies.
●
The
Chinese partner will design and develop the process flowsheets,
source all necessary graphite processing equipment, and will
provide all the necessary training and operational know-how
necessary for the production SPG material. In return, the Chinese
partner will receive a 3% licensing fee based on the total annual
sales value of anode material sold.
●
The
Japanese partner will leverage its sales relationships and will act
as NextSource’s exclusive agent for sales, marketing and
trading of battery (graphite) anode material sold to OEM anode
suppliers and to OEMs directly. In return, the Japanese partner
will receive a 5% sales commission based on the total annual sales
value of anode battery material sold.
The Company is currently working with its partners to determine the
initial production capacity and will then complete a technical
study to determine the project economics for proposed production
facility locations, which include South Africa, Europe, or North
America. Construction of one or more of these SPG production
facilities will be subject to the technical study confirming
positive project economics and subsequently securing sufficient
funding for construction and working capital. Completion of the
technical report is expected in late 2021 with a construction
decision in early 2022. Construction of the first production
facility could begin in mid-2022 followed by commissioning in late
2022.
22
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
MINERAL EXPLORATION PROJECTS
Green Giant Vanadium Project, Province of Toliara,
Madagascar
Overview and Project Plan
The
Green Giant Vanadium Project is located 15 kilometres from the Molo
Graphite Project and hosts a large sedimentary-hosted vanadium
deposit.
Since
early 2012, the Company has focused its efforts on the Molo
Graphite Project and as such only limited work has been completed
on the Green Giant Vanadium Project since that time.
The
Company plans to complete additional metallurgical evaluation of
the property during the next 12 months to establish a mineral
processing flow sheet.
Royalty
On June 28, 2021, the Company received the royalty funding from
Vision Blue for the construction of the Molo Graphite Mine. As part
of the royalty agreement, Vision Blue will receive a royalty of
1.0% of the gross revenues from sales of vanadium pentoxide
(“V2O5”) from the Green Giant Vanadium Project for a
period of 15 years following commencement of production of
V2O5.
History
In
2007, the Company entered into a joint venture agreement with
Madagascar Minerals and Resources SARL ("MMR") to acquire a 75%
interest in the Green Giant property. Pursuant to the agreement,
the Company paid $765,000 in cash, issued 250,000 common shares and
issued 100,000 common share purchase warrants, which have now
expired.
On July
9, 2009, the Company acquired the remaining 25% interest by paying
$100,000. MMR retains a 2% NSR. The first 1% NSR can be acquired at
the Company's option by paying $500,000 in cash or common shares
and the second 1% NSR can be acquired at the Company’s option
by paying $1,000,000 in cash or common shares.
The
Green Giant property is located within exploration permits issued
by the Bureau de Cadastre Minier de Madagascar (“BCMM”)
pursuant to the Mining Code 1999 (as amended) and its implementing
decrees. The Green Giant property exploration permits are currently
held under the name of our Madagascar subsidiary.
Exploration and Evaluation
A
comprehensive diamond-drill program confirmed five vanadium-bearing
trends on the property. The Jaky and Manga trends were deemed the
most prospective and were the focus of the 2009 and 2010 drill
programs. The complete exploration program included 131 diamond
drill holes totalling 21,957 metres, 140 trenches totalling 17,105
metres, 11,035 soil samples and 7,843-line kilometres of airborne
surveys.
The
exploration work resulted in a National Instrument 43-101 compliant
(“NI 43-101”) resource estimate dated January 14,
2011.
Mineral Resource Estimate
The
current mineral resource estimate for the Green Giant Project is
summarised below consisting of the resource categories, the
tonnage, the vanadium grade (“V2O5%”) and the
contained vanadium (“V2O5”) pounds. A
cut-off grade of 0.5% V2O5 was used. The
mineral resources are classified in the Indicated and Inferred
categories as defined by the Canadian Institute of Mining,
Metallurgy and Petroleum definition standards.
|
Classification
|
Tonnage
(Mt)
|
Grade (V2O5%)
|
V2O5 (million
pounds)
|
|
Indicated
|
49.5
|
0.693%
|
756.3
|
|
Inferred
|
9.7
|
0.632%
|
134.5
|
Readers
are cautioned to refer to the technical study for certain other
details and assumptions relating to the above mineral resource and
reserve estimates and data verification procedures.
The Technical Report for the Green Giant Project has been filed
under the Company’s profile and on SEDAR at www.sedar.com and
is posted on NextSource’s website at www.nextsourcematerials.com.
Please see “Green Giant Project, Fotadrevo, Province of
Toliara, Madagascar, Technical Report Update NI 43-101. Prepared by
AGP Mining Consultants” dated January 14, 2011 for certain
other details and assumptions relating to the above mineral
resource estimates and data verification procedures.
23
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
Sagar Project, Labrador Trough Region, Quebec, Canada
Overview and Project Plan
In
2006, the Company purchased from Virginia Mines Inc. ("Virginia") a
100% interest in 369 claims located in northern Quebec, Canada.
Virginia retains a 2% net smelter royalty ("NSR") on certain claims
within the property. Other unrelated parties also retain a 1% NSR
and a 0.5% NSR on certain claims within the property, of which half
of the 1% NSR can be acquired by the Company by paying $200,000 and
half of the 0.5% NSR can be acquired by the Company by paying
$100,000.
Since
early 2012, the Company has focused its efforts on the Molo
Graphite Project and as such only minimal work has been completed
on the Sagar Property since that time.
As of
September 30, 2021, the Sagar property consisted of 184 claims
covering a total area of 8,539.58 ha.
The
Company does not have any immediate plans to complete any further
exploration on this property.
SUSTAINABLE DEVELOPMENT AND ENVIRONMENTAL POLICIES
The
Company is committed to the health and safety of our workers and
communities, the protection of the environment, and to the rights,
culture and development of the local communities in which it
operates.
The
Company is in the process of incorporating health, safety and
environmental sustainability into all aspects and stages of its
business, from corporate objectives to mine development,
exploration and evaluation activities, day-to-day operations and
site closure. The Company has created an Environmental, Social and
Governance (“ESG”) Committee for the Board of Directors
(the “ESG Committee”), which is currently developing a
“Sustainable Development Policy” for the
Company.
The
Company is evaluating but has not adopted the requirements of the
Mining Association of Canada’s industry leading Towards
Sustainable Mining Initiative (the “TSM Initiative”),
as well as the Global Reporting Initiative’s sustainability
reporting guidelines for the mining industry (the “GRI
Reporting Guidelines”). The TSM Initiative helps mining
companies evaluate the quality, comprehensiveness and robustness of
their management systems, tailings management, biodiversity
management, health and safety, indigenous and community relations,
prevention of child and forced labour, and water stewardship. The
GRI Reporting Guidelines consist of principles for defining report
content and ensuring the quality of reported
information.
The
Company’s exploration activities and mining and processing
operations are subject to state, federal, provincial, territorial,
regional and local environmental laws and regulations in the
jurisdictions in which the Company’s activities and
facilities are located. These include the requirements for planning
and implementing the closure and reclamation of mining properties
and related financial assurance.
As part
of the advancement of the Molo Graphite Mine project, the Company
completed a comprehensive Environmental and Social Impact
Assessment ("ESIA") in 2018, which was developed to local
Madagascar (“Malagasy”), Equator Principles, World Bank
and International Finance Corporation (“IFC”)
standards.
On
April 11, 2019, the Company announced it had received the Global
Environmental Permit for the Molo Graphite Mine from the Madagascar
Ministry of Environment’s Office National pour
l'Environnement (the National Office for the Environment; or
“ONE”). This follows the completion of the
Environmental & Social Impact Assessment (“ESIA”)
and Relocation Action Plan (“RAP”) to International
Finance Corporation (IFC) performance standards and World Bank
standards, the completion of local and regional stakeholder and
community engagement, and the completion of negotiations and signed
agreements with all potentially affected land occupants to accept
compensation for any affected crops and grazing land and relocation
if needed.
LEGAL PROCEEDINGS
The
Company is not currently involved in any litigation that we believe
could have a material adverse effect on our financial condition or
results of operations. There is no regulatory action, suit,
proceeding, inquiry or investigation before or by any court, public
board, government agency, securities commissions, self-regulatory
organization or body pending or, to the knowledge of the executive
officers of our Company or any of our subsidiaries, threatened
against or affecting our Company, our common stock, any of our
subsidiaries or of our companies or our subsidiaries' officers or
directors in their capacities as such, in which an adverse decision
could have a material adverse effect.
RISK FACTORS
The
Company manages risks inherent to its business and has procedures
to identify and manage significant operational and financial risks.
The reader is cautioned to carefully review the risk factors
identified below in addition to the risk factors disclosed in our
financial statements for the year ended June 30, 2021 and our most
recent AIF.
24
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
Any
such risk factors could materially affect the Company’s
business, financial condition and/or future operating results and
prospects and could cause actual events to differ materially from
those described in forward-looking statements and information
relating to the Company. Additional risks and uncertainties not
currently identified by the Company or that the Company currently
believes not to be material also may materially and adversely
affect the Company’s business, financial condition,
operations or prospects.
Uncertainty due to the Covid-19 Pandemic
The
impact of Covid-19 on the Company has been limited since it does
not have any active exploration programs and construction
activities related to the Molo Graphite Mine have to-date mainly
focused on the assembly of the processing plant off-shore by our
EPC contractor. Certain of our directors, officers, employees,
consultants, and contractors have been indirectly impacted by
intermittent lockdowns that have been imposed in Canada,
Madagascar, Mauritius and in South Africa.
The
Company has tried to incorporate the impact COVID-19 outbreaks and
intermittent lockdowns into the development plans for the Molo
Graphite Mine and its other projects. Notwithstanding, intermittent
lockdowns have the potential to cause unforeseen delays in the
plant assembly and delivery schedule, as well as with mine site
works construction schedule. It is not possible for the Company to
predict the duration or magnitude of adverse impacts from further
outbreaks and predict the effects on the Company’s business
or results of operations.
The
duration and full financial effect of the COVID-19 pandemic is
unknown at this time, as are the measures taken by governments, the
Company or others related to the COVID-19 pandemic. Any estimate of
the length and severity of these developments is therefore subject
to significant uncertainty, and accordingly estimates of the extent
to which the COVID-19 pandemic may materially and adversely affect
the Company’s operations, financial results and condition in
future periods are also subject to significant
uncertainty.
Inputs
and assumptions relate to, among other things, interest rates,
foreign exchange rates, cost of capital, commodity prices, and the
amount and timing of future cash flows, while accounting judgments
take into consideration the business and economic uncertainties
related to the COVID-19 pandemic and the future response of
governments, the Company and others to those uncertainties. In the
current environment, the inputs and assumptions and judgements are
subject to greater variability than normal, which could in the
future significantly affect judgments, estimates and assumptions
made by management as they relate to potential impact of the
COVID-19 pandemic on various financial accounts and note
disclosures and could lead to a material adjustment to the carrying
value of the assets or liabilities affected. The impact of current
uncertainty on judgments, estimates and assumptions includes the
Company’s valuation of the long-term assets (including the
assessment for impairment and impairment reversal), estimation of
reclamation provisions, estimation of mineral reserves and mineral
resources, and estimation of income and mining taxes. Actual
results may differ materially from these estimates.
Development projects are uncertain, and it is possible that actual
capital and operating costs and economic returns will differ
significantly from those estimated for a project prior to
production.
Mine
development projects, including the Molo Graphite Mine, require
significant expenditures during the development phase before
production is possible.
Development
projects are subject to the completion of successful feasibility
studies and environmental assessments, issuance of necessary
governmental permits and availability of adequate financing. The
economic feasibility of development projects is based on many
factors such as: estimation of capital mineral reserves,
anticipated recoveries, environmental considerations and
permitting, future commodity prices, and anticipated capital and
operating costs of these projects. It is not unusual in new mining
operations to experience unexpected problems during the start-up
phase, and delays can often occur at the start of
production.
Particularly
for development projects, mineral reserve estimates, sustaining
costs and cash operating costs are, to a large extent, based upon
the interpretation of geologic data obtained from drill holes and
other sampling techniques, and feasibility studies that derive
estimates of cash operating costs based upon anticipated tonnage
and grades of ore to be mined and processed, the configuration of
the ore body, expected recovery rates of metals from the ore,
estimated operating costs, anticipated climatic conditions and
other factors. As a result, it is possible that actual capital and
operating costs and economic returns will differ significantly from
those currently estimated for a project prior to
production.
Any of
the following events, among others, could affect the profitability
or economic feasibility of the Molo Graphite Mine: unanticipated
changes in grade and tonnes of material to be mined and processed,
unanticipated adverse geological conditions, unanticipated recovery
problems, incorrect data on which engineering assumptions are made,
availability and costs of labor, costs of processing, availability
of economic sources of power, adequacy of water supply,
availability of surface on which to locate processing facilities,
adequate access to the site, unanticipated transportation costs,
government regulations (including regulations with respect to
prices, royalties, duties, taxes, permitting, restrictions on
production, quotas on exportation of minerals, environmental),
fluctuations in commodity prices, accidents, labor actions, the
availability and delivery of critical equipment, successful
commissioning and start-up of operations, including the achievement
of designed plant recovery rates and force-majeure
events.
25
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
The
Molo Graphite Mine has not yet been built and accordingly has no
operating history upon which to base estimates of future production
and cash operating costs. The price of graphite can fluctuate
significantly on a month-to-month and year-to-year basis. Declining
graphite prices can impact operations by forcing a reassessment of
the feasibility of the Molo Graphite Mine.
It is
likely that actual results for the Molo Graphite Mine will differ
from current estimates and assumptions, and these differences may
be material. In addition, experience from actual mining or
processing operations may identify new or unexpected conditions
that could reduce production below, or increase capital or
operating costs above, current estimates. If actual results are
less favorable than currently estimated, the Company’s
business, results of operations, financial condition and liquidity
could be materially adversely affected.
The Company’s development and exploration projects are in the
African country of Madagascar and are subject to country political
and regulatory risks.
A new
president of Madagascar was inaugurated in January 2019 following
democratic elections. The Company is actively monitoring the
political climate in Madagascar and continues to hold meetings with
new representatives of the government and the Ministries in charge
of mining. Depending on future actions taken by the newly elected
government, or any future government, the Company’s business
operations could be impacted.
Companies
in the mining and metals sector continue to be targeted to raise
government revenue, particularly as governments struggle with
deficits and concerns over the effects of depressed economies. Many
governments are continually assessing the fiscal terms of the
economic rent for mining companies to exploit resources in their
countries.
The
government of Madagascar has granted mining claims, permits, and
licenses that will enable us to conduct anticipated operations or
exploration and development activities. Notwithstanding, these
arrangements, the Company’s ability to conduct operations,
exploration and/or development activities at any of its properties
is subject to obtaining and/or renewing permits or concessions,
changes in laws or government regulations or shifts in political
attitudes beyond its control.
Any
adverse developments to the political and regulatory situation in
Madagascar could have a material effect on the Company’s
business, results of operations and financial condition. The
Company’s operations may also be affected in varying degrees
by terrorism; military conflict or repression; crime; populism;
activism; labour unrest; attempts to renegotiate or nullify
existing concessions, licenses, permits and contracts; unstable or
unreliable legal systems; changes in fiscal regimes including
taxation, and other risks arising out of sovereignty
issues.
The
Company does not currently carry political risk insurance covering
its investments in Madagascar. It may not be possible for investors
to enforce judgments in Canada against a loss suffered on the
Company’s assets and operations in Madagascar.
Economic dependence on the Molo Graphite Mine.
The
Company’s principal mineral property is the Molo Graphite
Mine. As a result, unless the Company acquires or develops any
additional material properties or projects, any adverse
developments affecting this project or our rights to develop the
Molo Graphite Mine could materially adversely affect the
Company’s business, financial condition and results of
operations.
Additional permits and licenses are necessary to complete the
development of the Molo Graphite Mine.
The
Company successfully converted its exploration permit for the Molo
Graphite Mine into a mining permit. However, the Company requires
additional permits necessary to construct and operate the mine,
including water use, construction, mineral processing,
transportation, export, and labour. Applications for these
additional permits and licenses will be undertaken in due course at
the appropriate time.
The
Company cannot provide any assurance as to the timing of the
receipt of any of the additional permits and licenses necessary to
initiate construction of the mine.
Fluctuations in the market price of graphite and other metals may
adversely affect and the value of the Company’s
securities,
revenue projections and the ability of the Company to develop Phase
2 of the Molo Graphite Mine.
The
value of the Company’s securities may be significantly
affected by the market price of graphite and other metals, which
are cyclical and subject to substantial price fluctuations. Market
prices can be affected by numerous factors beyond the
Company’s control, including levels of supply and demand for
a broad range of industrial products, economic growth rates of
various international economies, expectations with respect to the
rate of inflation, the relative strength of various currencies,
interest rates, speculative activities, global or regional
political or economic circumstances. The Chinese market is a
significant source of global demand for commodities, including
graphite. Chinese demand has been a major driver in global
commodities markets for a number of years and recent reductions in
Chinese demand have adversely affected prices for graphite. A
slowing in China’s economic growth could result in even lower
prices and could negatively impact the value of the Company’s
securities. Excess global supply of graphite could result in a
decrease in the price of graphite and other metals, which could
adversely impact the projected revenues from the Molo Graphite
Mine. Prolonged decreases in the price of graphite or other metals
could adversely impact the ability of the Company to proceed with
the development of Phase 2 of the Molo Graphite Mine.
26
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
Estimates of mineral resources and mineral reserves may not be
realized.
Mineral
resource and mineral reserve estimates are only estimates and no
assurance can be given that any particular level of recovery of
minerals will be realized or that an identified mineral resource
will ever qualify as a commercially mineable (or viable) deposit
which can be legally and economically exploited. The Company relies
on laboratory-based recovery models to project estimated ultimate
recoveries by mineral type. There can be no assurance that mineral
recovery in small scale laboratory tests will be duplicated in
large scale tests under on-site conditions or in production scale
operations. Actual recoveries may exceed or fall short of projected
laboratory test results. In addition, the grade of mineralization
ultimately mined may differ from the one indicated by the drilling
results and the difference may be material. Production can be
affected by such factors as permitting regulations and
requirements, weather, environmental factors, unforeseen technical
difficulties, unusual or unexpected geological formations,
inaccurate or incorrect geologic, metallurgical or engineering
work, and work interruptions, among other things. Short term
factors, such as the need for an orderly development of deposits or
the processing of new or different grades, may have an adverse
effect on mining operations or the results of those operations.
Material changes in mineral reserves or mineral resources, grades,
waste-to-ore ratios or recovery rates may affect the economic
viability of projects. The estimated mineral reserves and mineral
resources should not be interpreted as assurances of mine life or
of the profitability of future operations
The Company may not have access to sufficient capital to develop
Phase 2 of the Molo Graphite Mine and value-added processing
facilities.
The
Company has limited capital, which is sufficient to complete
construction of Phase 1 of the Molo Graphite Mine but is
insufficient to complete construction of Phase 2 of the Molo
Graphite Mine and construction of value-added processing
facilities. The Company ability to develop Phase 2 of the Molo
Graphite Mine and value-added processing facilities will depend
primarily on its ability to obtain additional capital in the form
of private or public equity or debt financing. There is no
assurance that the Company will secure sufficient financing, or the
Company may be unable to locate and secure capital on terms and
conditions that are acceptable to the Company. Any equity financing
may have a dilutive effect on the value of the Company securities.
Any debt financing, if available, may involve financial covenants
which limit operations and could be secured against all of the
Company’s assets. If the Company cannot obtain additional
capital, the Company may not be able to complete the development of
Phase 2 of the Molo Graphite Mine and value-added processing
facilities, which could have a material adverse effect on the
business, operating results and financial condition of the
Company.
The Company has a limited operating history and expects to incur
operating losses for the foreseeable future.
The
Company has principally operated as a mineral exploration company
since incorporation and has just received its first mining permit.
There are numerous difficulties normally encountered by mineral
exploration and development companies, and these companies
experience a high rate of failure.
The
Company has not earned any revenues has not been profitable. It is
anticipated that the Company will continue to report negative
operating cash flow in future periods, likely until after the Molo
Graphite Mine generates recurring revenues from being placed into
production of which there is no assurance. The Company has no
history upon which to base any assumption as to the likelihood that
the business will prove successful, and the Company can provide no
assurance to investors that it will generate any operating revenues
or ever achieve profitable operations.
Due to the speculative nature of mineral property exploration,
there is substantial risk that the Company’s assets will not
go into commercial production and the business will
fail.
Exploration
for minerals is a speculative venture involving substantial risk.
The Company cannot provide investors with any assurance that the
Company’s claims and properties will ever enter into
commercial production. The exploration work that the Company has
completed on the Molo Graphite Mine claims may not result in the
commercial production of graphite. The exploration work that the
Company has completed on the Green Giant Vanadium Project may not
result in the commercial production of vanadium or other
minerals.
Mining companies are increasingly required to consider and provide
benefits to the communities and countries in which they operate,
and are subject to extensive environmental, health and safety laws
and regulations.
As a
result of public concern about the real or perceived detrimental
effects of economic globalization and global climate impacts,
businesses generally, and large multinational corporations in
natural resources industries, face increasing public scrutiny of
their activities. These businesses are under pressure to
demonstrate that, as they seek to generate satisfactory returns on
investment to shareholders, other stakeholders, including
employees, governments, communities surrounding operations and the
countries in which they operate, benefit and will continue to
benefit from their commercial activities. Such pressures tend to be
particularly focused on companies whose activities are perceived to
have a high impact on their social and physical environment. The
potential consequences of these pressures include reputational
damage, legal suits, increasing social investment obligations and
pressure to increase taxes and royalties payable to governments and
communities.
27
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
In
addition, the Company’s ability to successfully obtain key
permits and approvals to explore for, develop and operate mines and
to successfully operate in communities around the world will likely
depend on the Company’s ability to develop, operate and close
mines in a manner that is consistent with the creation of social
and economic benefits in the surrounding communities, which may or
may not be required by law. The Company’s ability to obtain
permits and approvals and to successfully operate in particular
communities may be adversely impacted by real or perceived
detrimental events associated with the Company’s activities
or those of other mining companies affecting the environment, human
health and safety of communities in which the Company operates.
Delays in obtaining or failure to obtain government permits and
approvals may adversely affect the Company’s operations,
including its ability to explore or develop properties, commence
production or continue operations. Key permits and approvals may be
revoked or suspended or may be varied in a manner that adversely
affects the Company’s operations, including its ability to
explore or develop properties, commence production or continue
operations.
The
Company’s business operations are subject to extensive laws
and regulations governing worker health and safety and land use and
the protection of the environment, which generally apply to air and
water quality, protection of endangered, protected or other
specified species, hazardous waste management and reclamation. The
Company has made, and expect to make in the future, significant
expenditures to comply with such laws and regulations. Compliance
with these laws and regulations imposes substantial costs and
burdens, and can cause delays in obtaining, or failure to obtain,
government permits and approvals which may adversely impact the
Company’s closure processes and operations.
Because of the inherent dangers involved in mineral exploration,
there is a risk that the Company may incur liability or damages as
the Company conducts business.
The
search for valuable minerals involves numerous hazards. As a
result, the Company may become subject to liability for such
hazards, including pollution, cave-ins and other hazards against
which the Company cannot, or may elect not, to insure against. The
Company currently has no such insurance, but management intends to
periodically review the availability of commercially reasonable
insurance coverage. If a hazard were to occur, the costs of
rectifying the hazard may exceed the Company’s asset value
and cause us to liquidate all of its assets.
The
Company’s operations are subject to environmental
regulations, which could result in additional costs and operational
delays. Environmental legislation is evolving in a manner that may
require stricter standards, and enforcement, increased fines and
penalties for non-compliance, more stringent environmental
assessments of proposed projects, and a heightened degree of
responsibility for companies and their officers, directors, and
employees. There is no assurance that any future changes in
environmental regulation will not negatively affect the
Company’s projects.
The Company has no insurance for environmental
problems.
Insurance
against environmental risks, including potential liability for
pollution or other hazards as a result of the disposal of waste
products occurring from exploration and production, has not been
available generally in the mining industry. The Company has no
insurance coverage for most environmental risks. In the event of a
problem, the payment of environmental liabilities and costs would
reduce the funds available to us for future operations. If the
Company’s is unable to full pay for the cost of remedying an
environmental problem, the Company might be required to enter into
an interim compliance measure pending completion of the required
remedy.
Should the Company lose the services of key executives, the
Company’s financial condition and proposed expansion may be
negatively impacted.
The
Company depends on the continued contributions of the
Company’s executive officers to work effectively as a team,
to execute its business strategy and to manage its business. The
loss of key personnel, or their failure to work effectively, could
have a material adverse effect on its business, financial
condition, and results of operations. Specifically, the Company
relies on Craig Scherba, the President and Chief Executive Officer
and Marc Johnson, the Chief Financial Officer.
The
Company does not maintain key man life insurance. Should the
Company lose any or all of their services and the Company is unable
to replace their services with equally competent and experienced
personnel, the Company’s operational goals and strategies may
be adversely affected, which will negatively affect potential
revenues.
Because access to the Company’s properties may be
restricted by inclement weather or proper infrastructure, its
exploration programs are likely to experience
delays.
Access
to most of the properties underlying the Company’s claims and
interests is restricted due to their remote locations and because
of weather conditions. Some of the Company’s properties are
only accessible by air. As a result, any attempts to visit, test,
or explore the property are generally limited to those periods when
weather permits such activities. These limitations can result in
significant delays in exploration efforts, as well as mining and
production efforts in the event that commercial amounts of minerals
are found. This could cause the Company’s business to
fail.
28
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
Climate change and related regulatory responses may impact the
Company’s business.
Climate
change as a result of emissions of greenhouse gases is a current
topic of discussion and may generate government regulatory
responses in the near future. It is impracticable to predict with
any certainty the impact of climate change on the Company’s
business or the regulatory responses to it, although the Company
recognizes that they could be significant. However, it is too soon
for us to predict with any certainty the ultimate impact, either
directionally or quantitatively, of climate change and related
regulatory responses.
To the
extent that climate change increases the risk of natural disasters
or other disruptive events in the areas in which the Company
operates, the Company could be harmed. While the Company maintains
rudimentary business recovery plans that are intended to allow us
to recover from natural disasters or other events that can be
disruptive to the Company’s business, its plans may not fully
protect us from all such disasters or events.
Compliance with changing regulation of corporate governance and
public disclosure will result in additional expenses and pose
challenges for management.
The
Company’s management team needs to devote significant time
and financial resources to comply with both existing and evolving
standards for public companies, which will lead to increased
general and administrative expenses and a diversion of
management time and attention from revenue generating activities to
compliance activities.
Tax risks.
Changes
in tax laws or tax rulings could materially affect the
Company’s financial position and results of operations.
Changes to, or differing interpretations of, taxation laws or
regulations in Canada, Madagascar, the United States of America, or
any of the countries in which the Company’s assets or
relevant contracting parties are located could result in some or
all of the Company’s profits being subject to additional
taxation or other tax liabilities being applicable to the Company
or its subsidiaries. Taxation laws are complex, subject to
differing interpretations and applications by the relevant tax
authorities. In particular, the tax treatment relating to the
Company’s corporate redomicile from the US to Canada is
complex. There is no assurance that new taxation rules or
accounting policies will not be enacted or that existing rules will
not be applied in a manner which could result in the
Company’s profits being subject to additional taxation or
which could otherwise have a material adverse effect on
profitability, results of operations, financial condition and the
trading price of the Company’s securities. Additionally, the
introduction of new tax rules or accounting policies, or changes
to, or differing interpretations of, or application of, existing
tax rules or accounting policies could make investments in or by
the Company less attractive to counterparties. Such changes could
adversely affect the Company’s ability to raise additional
funding or make future investments.
Because from time to time the Company holds a significant portion
of cash reserves in Canadian dollars, the Company may experience
losses due to foreign exchange translations.
From
time to time the Company holds a significant portion of cash
reserves in Canadian dollars. Due to foreign exchange rate
fluctuations, the value of these Canadian dollar reserves can
result in translation gains or losses in U.S. dollar terms. If
there was a significant decline in the Canadian dollar versus the
U.S. dollar, the Company’s converted Canadian dollar cash
balances presented in U.S. dollars on its balance sheet would
significantly decline. If the US dollar significantly declines
relative to the Canadian dollar the Company’s quoted US
dollar cash position would significantly decline as it would be
more expensive in US dollar terms to pay Canadian dollar expenses.
The Company has not entered into derivative instruments to offset
the impact of foreign exchange fluctuations. In addition, certain
of the Company’s ongoing expenditures are in South African
Rand, Madagascar Ariary and Euros requiring us to occasionally hold
reserves of these foreign currencies with a similar risk of foreign
exchange currency translation losses.
The Company’s business is subject to anti-corruption and
anti-bribery laws, a breach or violation of which could lead to
civil and criminal fines and penalties, loss of licenses or permits
and reputational harm.
The
Company operates in certain jurisdictions that have experienced
governmental and private sector corruption to some degree, and, in
certain circumstances, strict compliance with anti-bribery laws may
conflict with certain local customs and practices. Anti-corruption
and anti-bribery laws in certain jurisdictions generally prohibit
companies and their intermediaries from making improper payments
for the purpose of obtaining or retaining business or other
commercial advantage. The Company’s corporate policies
mandate compliance with these anti-bribery laws, which often carry
substantial penalties. There can be no assurance that the
Company’s internal control policies and procedures always
will protect it from recklessness, fraudulent behavior, dishonesty
or other inappropriate acts committed by the Company’s
affiliates, employees or agents. As such, the Company’s
corporate policies and processes may not prevent all potential
breaches of law or other governance practices. Violations of these
laws, or allegations of such violations, could lead to civil and
criminal fines and penalties, litigation, and loss of operating
licenses or permits, and may damage the Company’s reputation,
which could have a material adverse effect on its business,
financial position and results of operations or cause the market
value of the Common Shares to decline.
The Company is exposed to general economic conditions, which could
have a material adverse impact on its business, operating results
and financial condition.
29
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
Recently
there have been adverse conditions and uncertainty in the global
economy as the result of unstable global financial and credit
markets, inflation, and recession. These unfavorable economic
conditions and the weakness of the credit market may continue to
have, an impact on the Company’s business and the
Company’s financial condition. The current global
macroeconomic environment may affect the Company’s ability to
access the capital markets may be severely restricted at a time
when the Company wishes or needs to access such markets, which
could have a materially adverse impact on the Company’s
flexibility to react to changing economic and business conditions
or carry on operations.
The market price for the Common Shares is particularly volatile
given the Company’s status as a company with a small public
float, limited operating history and lack of profits which could
lead to wide fluctuations in the market price for the Common
Shares.
The
market price for the Common Shares is characterized by significant
price volatility when compared to seasoned issuers, and the Company
expects that its share price will continue to be more volatile than
a seasoned issuer. Such volatility is attributable to a number of
factors. First, the Common Shares, at times, are thinly traded. As
a consequence of this lack of liquidity, the trading of relatively
small quantities of Common Shares by shareholders may
disproportionately influence the price of those Common Shares in
either direction. The price for the Common Shares could, for
example, decline precipitously in the event that a large number of
Common Shares are sold on the market without commensurate demand,
as compared to a seasoned issuer which could better absorb those
sales without adverse impact on its share price. Second, the
Company is a speculative or “risky” investment due to
the Company’s limited operating history, lack of profits to
date and uncertainty of future market acceptance for the
Company’s potential products. As a consequence, more
risk-adverse investors may, under the fear of losing all or most of
their investment in the event of negative news or lack of progress,
be more inclined to sell their shares on the market more quickly
and at greater discounts than would be the case with the stock of a
seasoned issuer. Many of these factors are beyond the
Company’s control and may decrease the market price of the
Common Shares, regardless of the Company’s performance. The
Company cannot make any predictions as to what the prevailing
market price for the Common Shares will be at any time or as to
what effect that the sale of Common Shares or the availability of
Common Shares for sale at any time will have on the prevailing
market price.
Securities
of small-cap and mid-cap companies have experienced substantial
volatility in the recent past, often based on factors unrelated to
the financial performance or prospects of the companies involved.
These factors include macroeconomic developments in North America
and globally and market perceptions of the attractiveness of
particular industries. The price of the Common Shares is also
likely to be significantly affected by short-term changes in
graphite prices and demand, the U.S. dollar, the Malagasy ariary,
the Canadian dollar, and the Company’s financial condition or
results of operations as reflected in its financial statements.
Other factors unrelated to the performance of the Company that may
have an effect on the price of the Common Shares include the
following: the extent of analytical coverage available to investors
concerning the Company’s business may be limited if
investment banks with research capabilities do not follow the
Company’s securities; lessening in trading volume and general
market interest in the Company’s securities may affect an
investor’s ability to trade significant numbers of Common
Shares; the size of the Company’s public float may limit the
ability of some institutions to invest in its securities; and a
substantial decline in the price of the Common Shares that persists
for a significant period of time could cause its securities, if
listed on an exchange, to be delisted from such exchange, further
reducing market liquidity.
As a
result of any of these factors, the market price of the Common
Shares at any given point in time may not accurately reflect the
long-term value of the Company. Class action litigation often has
been brought against companies following periods of volatility in
the market price of their securities. The Company may in the future
be the target of similar litigation. Securities litigation could
result in substantial costs and damages and divert
management’s attention and resources.
The Company does not intend to pay dividends in the foreseeable
future.
The
Company does not anticipate paying cash dividends in the
foreseeable future. The Company may not have sufficient funds to
legally pay dividends. Even if funds are legally available to pay
dividends, the Company may nevertheless decide, in its sole
discretion, not to pay dividends. The declaration, payment and
amount of any future dividends will be made at the discretion of
the board of directors, and will depend upon, among other things,
the results of the Company’s operations, cash flows and
financial condition, operating and capital requirements, and other
factors the board of directors may consider relevant. There is no
assurance that the Company will pay any dividends in the future,
and, if dividends are paid, there is no assurance with respect to
the amount of any such dividend.
30
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
SUMMARIZED QUARTERLY DATA
|
|
Quarter
Ended
|
|||
|
|
September
30,
|
June
30,
|
June
30,
|
March
31,
|
|
|
2021
|
2021
|
2020
|
2021
|
|
|
$
|
$
|
$
|
$
|
|
Revenues
|
-
|
-
|
-
|
-
|
|
Mine development
expenses
|
(121,916)
|
198,886
|
17,586
|
97,361
|
|
Exploration and
evaluation expenses
|
52,858
|
(5,550)
|
5,162
|
40,736
|
|
General and
administrative expenses
|
418,769
|
472,883
|
357,069
|
283,586
|
|
Net
loss
|
(2,346,955)
|
(27,419,558)
|
(12,710,273)
|
(1,549,938)
|
|
Net loss and
comprehensive loss
|
(2,111,770)
|
(27,284,712)
|
(12,708,656)
|
(1,552,307)
|
|
Net loss per share
(basic and diluted)
|
(0.02)
|
(0.32)
|
(0.20)
|
(0.03)
|
|
Working capital
(deficit) surplus
|
(29,161,919)
|
(24,500,482)
|
(3,952,895)
|
(1,761,218)
|
|
|
Quarter
Ended
|
|||
|
|
March
31,
|
December
31,
|
December
31,
|
September
30,
|
|
|
2020
|
2020
|
2019
|
2020
|
|
|
$
|
$
|
$
|
$
|
|
Revenues
|
-
|
-
|
-
|
-
|
|
Mine development
expenses
|
9,835
|
68,954
|
25,000
|
39,088
|
|
Exploration and
evaluation expenses
|
6,467
|
26,055
|
7,152
|
24,582
|
|
General and
administrative expenses
|
283,263
|
229,663
|
271,156
|
255,087
|
|
Net
loss
|
(280,715)
|
(429,557)
|
(34,656)
|
(343,980)
|
|
Net loss and
comprehensive loss
|
(280,170)
|
(426,243)
|
(34,999)
|
(340,010)
|
|
Net loss per share
(basic and diluted)
|
(0.00)
|
(0.01)
|
(0.00)
|
(0.01)
|
|
Working capital
(deficit) surplus
|
(269,775)
|
(918,048)
|
(484,374)
|
(449,374)
|
31
NEXTSOURCE MATERIALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three months ended September 30, 2021, and
2020
CRITICAL IFRS ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES
The
Company’s Interim Financial Statements are prepared in
accordance with International Financial Reporting Standards
(“IFRS”) as issued by the International Accounting
Standards Board. The Interim Financial Statements follow the same
accounting policies and methods of their application as disclosed
in Note 3 to the Company’s audited consolidated financial
statements for the year ended June 30, 2021.
To
prepare financial statements in conformity with IFRS, the Company
must make estimates, judgements and assumptions concerning the
future that affect the carrying values of assets and liabilities as
of the date of the consolidated financial statements and the
reported values of revenues and expenses during the reporting
period. By their nature, these are uncertain and actual outcomes
could differ from the estimates, judgments and assumptions. The
impacts of such estimates are pervasive throughout the consolidated
financial statements and may require accounting adjustments based
on future occurrences. Revisions to accounting estimates are
recognized in the period in which the estimate is revised and also
in future periods when the revision affects both current and future
periods. Significant accounting judgments, estimates and
assumptions are reviewed on an ongoing basis.
The
areas involving significant judgments, estimates and assumptions
have been detailed in Note 4 to the Company’s audited
consolidated financial statements for the year ended June 30,
2021.
Management
has discussed the development and selection of critical accounting
policies and estimates with the Audit Committee, which has reviewed
the Company’s disclosure in this MD&A.
QUALIFIED PERSON
Craig
Scherba, P.Geo., the Company’s President and Chief Executive
Officer is the Qualified Person, as defined by NI 43-101, who has
reviewed and approved the technical information disclosed in this
MD&A.
DISCLOSURE CONTROLS AND PROCEDURES
Disclosure
controls and procedures are designed to provide reasonable
assurance that all relevant information is gathered and reported to
management, including the Chief Executive Officer and Chief
Financial Officer, on a timely basis so that appropriate decisions
can be made regarding public disclosure.
As of
September 30, 2021, the end of the period covered by this MD&A,
our management, including our Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of our disclosure
controls and procedures. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that as of
September 30, 2021, the end of the period covered by this MD&A,
we maintained effective disclosure controls and
procedures
Management’s Report on Internal Control Over Financial
Reporting
Our
management is responsible for establishing and maintaining adequate
internal control over financial reporting. Because of its inherent
limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate. Internal control over financial
reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with IFRS.
Our
management, including our Chief Executive Officer and Chief
Financial Officer, conducted an evaluation of the effectiveness of
internal control over financial reporting using the criteria set
forth in the COSO
Internal Control –
Integrated Framework (2013). Based on the results of this
evaluation, our management concluded that our internal control over
financial reporting was effective as of September 30,
2021.
Changes in Internal Control Over Financial Reporting
There
were no changes in our internal control over financial reporting
that occurred during the three months ended September 30, 2021 that
have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
OTHER INFORMATION
Additional
information related to the Company, including the Company’s
Annual Information Form (“AIF”), is available on the
Canadian Securities Administrators’ SEDAR website at
www.sedar.com
or on the Company website at www.nextsourcematerials.com.
Additional information relating to the Company, including the
Company’s Form 20-F (“20-F), is available on the on the
United States Securities and Exchange Commission’s (the
“SEC”) website at www.sec.gov.
32

FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I,
Marc Johnson, Chief Financial
Officer of NextSource Materials Inc., certify the
following:
1.
Review: I have reviewed the
interim financial report and interim MD&A (together, the
“interim filings”) of NextSource Materials Inc. (the
“issuer”) for the interim period ended September 30, 2021.
2.
No misrepresentations: Based
on my knowledge, having exercised reasonable diligence, the interim
filings do not contain any untrue statement of a material fact or
omit to state a material fact required to be stated or that is
necessary to make a statement not misleading in light of the
circumstances under which it was made, with respect to the period
covered by the interim filings.
3.
Fair presentation: Based on
my knowledge, having exercised reasonable diligence, the interim
financial report together with the other financial information
included in the interim filings fairly present in all material
respects the financial condition, financial performance and cash
flows of the issuer, as of the date of and for the periods
presented in the interim filings.
4.
Responsibility: The
issuer’s other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures
(DC&P) and internal control over financial reporting (ICFR), as
those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’
Annual and Interim Filings, for the issuer.
5.
Design: Subject to the
limitations, if any, described in paragraphs 5.2 and 5.3, the
issuer’s other certifying officer(s) and I have, as at the
end of the period covered by the interim filings
a.
designed DC&P,
or caused it to be designed under our supervision, to provide
reasonable assurance that
i.
material
information relating to the issuer is made known to us by others,
particularly during the period in which the annual filings are
being prepared; and
ii.
information
required to be disclosed by the issuer in its annual filings,
interim filings or other reports filed or submitted by it under
securities legislation is recorded, processed, summarized and
reported within the time periods specified in securities
legislation; and
b.
designed ICFR, or
caused it to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with the issuer’s GAAP.
5.1
Control framework: The
control framework the issuer’s other certifying officer(s)
and I used to design the issuer’s ICFR is the 2013 COSO
Framework.
5.2
N/A
5.3
N/A
6.
Reporting changes in ICFR:
The issuer has disclosed in its interim MD&A any change in the
issuer’s ICFR that occurred during the period beginning on
July 1, 2021 and ended on
September 30, 2021 that has
materially affected, or is reasonably likely to materially affect,
the issuer’s ICFR.
Date: November 15, 2021
/s/ Marc Johnson
Marc
Johnson
Chief
Financial Officer

FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I,
Craig Scherba, Chief Executive
Officer of NextSource Materials Inc., certify the
following:
1.
Review: I have reviewed the
interim financial report and interim MD&A (together, the
“interim filings”) of NextSource Materials Inc. (the
“issuer”) for the interim period ended September 30, 2021.
2.
No misrepresentations: Based
on my knowledge, having exercised reasonable diligence, the interim
filings do not contain any untrue statement of a material fact or
omit to state a material fact required to be stated or that is
necessary to make a statement not misleading in light of the
circumstances under which it was made, with respect to the period
covered by the interim filings.
3.
Fair presentation: Based on
my knowledge, having exercised reasonable diligence, the interim
financial report together with the other financial information
included in the interim filings fairly present in all material
respects the financial condition, financial performance and cash
flows of the issuer, as of the date of and for the periods
presented in the interim filings.
4.
Responsibility: The
issuer’s other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures
(DC&P) and internal control over financial reporting (ICFR), as
those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’
Annual and Interim Filings, for the issuer.
5.
Design: Subject to the
limitations, if any, described in paragraphs 5.2 and 5.3, the
issuer’s other certifying officer(s) and I have, as at the
end of the period covered by the interim filings
a.
designed DC&P,
or caused it to be designed under our supervision, to provide
reasonable assurance that
i.
material
information relating to the issuer is made known to us by others,
particularly during the period in which the annual filings are
being prepared; and
ii.
information
required to be disclosed by the issuer in its annual filings,
interim filings or other reports filed or submitted by it under
securities legislation is recorded, processed, summarized and
reported within the time periods specified in securities
legislation; and
b.
designed ICFR, or
caused it to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with the issuer’s GAAP.
5.1
Control framework: The
control framework the issuer’s other certifying officer(s)
and I used to design the issuer’s ICFR is the 2013 COSO
Framework.
5.2
N/A
5.3
N/A
6.
Reporting changes in ICFR:
The issuer has disclosed in its interim MD&A any change in the
issuer’s ICFR that occurred during the period beginning on
July 1, 2021 and ended on
September 30, 2021 that has
materially affected, or is reasonably likely to materially affect,
the issuer’s ICFR.
Date: November 15, 2021
/s/ Craig Scherba
Craig
Scherba
Chief
Executive Officer