NextSource Materials Inc 6-K, filed Mar 15, 2021
NextSource Materials Inc. (NSRCF)
6-K
2021-03-15
For: 2021-03-15
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Added on
April 12, 2026
About this 6-K
NextSource Materials Inc filed this 6-K on March 15, 2021.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the
month of March,
2021
Commission
File Number 000-51151
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NEXTSOURCE MATERIALS INC.
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(Translation
of registrant’s name into English)
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1940-130 King Street West Toronto, Ontario, Canada M5X
2A2
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(Address
of principal executive office)
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Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F
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Form
20-F
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☒
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Form
40-F
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☐
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule
101(b)(1):
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Yes
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☐
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No
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☒
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule
101(b)(7):
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Yes
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☐
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No
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☒
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Exhibits
Press release dated
March 15, 2021 announcing the appointment of Sir Mick Davis, Former
CEO of Xstrata, as Chair of the Board of Directors and closing of a
USD$6.1 million private placement by Vision Blue
Resources.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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NEXTSOURCE
MATERIALS INC.
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Date: March 15,
2021
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By:
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/s/ Marc Johnson
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Marc
Johnson
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Chief Financial Officer |
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Exhibit 99.1
NextSource
Materials Appoints Sir Mick Davis, Former CEO of Xstrata, Chair of
the Board and Successfully Closes Initial Tranche of Strategic
Investment by Vision Blue Resources
NEWS RELEASE – TORONTO, March 15, 2021
●
Sir Mick Davis,
former CEO of Xstrata Plc, has been appointed Chair of the Board
effective immediately
●
Completed initial
private placement of US$6.1M, which forms the first part of the
previously announced Total Financing Package of US$29.5M to fully
fund the construction of the Company’s Molo graphite mine in
Madagascar committed by Vision Blue Resources Limited, a newly
created battery commodity/resource-focused investment company
founded by Sir Mick Davis
●
Proceeds of initial
private placement to be used to fast-track completion of two
technical studies to confirm the capital and operating costs for
the next phase of mine expansion, and to construct a value-added
graphite processing plant to produce SPG (spheronized, purified
graphite) for lithium-ion batteries in electric
vehicles
NextSource Materials Inc. (TSX:NEXT)
(OTCQB:NSRCF) (“NextSource” or the
“Company”) is pleased to announce the appointment of
Sir Mick Davis, former CEO of Xstrata Plc, as Chair of the Board
and the closing of the first tranche of a non-brokered private
placement (the “Initial Private Placement”) of common
shares of the Company previously announced on February 8,
2021.
The
Initial Private Placement is the first part of the previously
announced Total Financing Package of US$29.5 million committed by
Vision Blue Resources Limited ("Vision Blue"), a newly created
battery commodity/resource-focused private investment company
founded by Sir Mick Davis. The Total Financing Package includes a
US$6.1M equity private placement of common shares; a US$12.4
million equity private placement of units to close following
shareholder approval; and US$11.0 million in non-dilutive royalty
financing, and will be used to fully fund the construction of the
Company’s Molo graphite mine in Madagascar.
Sir
Mick Davis
Sir
Mick Davis is a highly successful mining executive credited with
building Xstrata Plc into one of the world's largest global
diversified mining and metals companies prior to its acquisition by
Glencore Plc. Before listing Xstrata on the London Stock Exchange
as CEO, he was CFO of Billiton Plc and Chairman of Billiton Coal,
which he joined after serving as CFO of Eskom, South Africa’s
power utility company that provides 60% of the total electricity
consumed on the African continent.
During
his career in mining, he has raised over US$40 billion from global
capital markets and successfully completed over US$120 billion of
corporate transactions, including the creation of the Ingwe Coal
Corporation in South Africa; the listing of Billiton on the London
Stock Exchange; the merger of BHP and Billiton; as well as numerous
transactions at Xstrata culminating in the sale to Glencore
Plc.
In
December 2020, Sir Mick Davis created Vision Blue, a battery
commodity/resource-focused investment company focussed on critical
battery material resources. Vision Blue's purpose is to assemble a
portfolio of strategically significant investments in high-quality,
responsibly managed and proven battery
material mining assets. NextSource Materials is Vision Blue’s
first major investment into their strategic
portfolio.
Sir
Mick Davis is a Chartered Accountant by profession and holds an
honours degree in Commerce from Rhodes University, South Africa and
an Honorary Doctorate from Bar Ilan University,
Israel.
Sir
Mick Davis commented,
“A major structural change in global battery mineral demand
is underway, driven by government regulation and a global consensus
to urgently reduce greenhouse emissions. The impact on battery
mineral demand could dwarf even the commodity impact of
China’s industrialization in the last 20 years. Our
investment in NextSource underlines my belief that graphite in
particular will play a key role in the demand for critical battery
material resources.
I am pleased to play an active role in assisting the NextSource
management team in unlocking Molo’s potential and supporting
its growth to realize value for all investors and stakeholders, and
to create a major battery materials producer on a global
scale.”
Initial
Private Placement
Pursuant to the
Initial Private Placement, the Company issued a total of
120,000,000 common shares of the Company, at a price of C$0.065 per
common share, to Vision Blue in return for proceeds to the Company
of approximately US$6.1 million (C$7.8 million), representing an
approximate 16.7% equity ownership in NextSource.
The
Company has obtained conditional approval from the Toronto Stock
Exchange (the “TSX”) for the listing of all common
shares issued pursuant to the Initial Private Placement. The common
shares acquired by Vision Blue in connection with the Initial
Private Placement will be subject to a 1-year lock-up with a
periodic release schedule.
The
proceeds of this Initial Private Placement will allow the Company
to immediately commence the construction phase of the Molo graphite
mine through the ordering of longer lead items for the processing
plant and to fast track the completion of two technical studies.
The studies will be commissioned in order to confirm the capital
and operating costs for the next phase of mine expansion, and to
construct a stand-alone, value-added graphite plant to produce
spherical and purified graphite (“SPG”) for lithium-ion
batteries in electric vehicles (“EVs”).
The
Second Private Placement
The
second tranche of the Total Financing Package will be completed
through an additional private placement (the “Second Private
Placement”) of 232,142,857 units of the Company (the
“Units”) for additional gross proceeds of US$12.4
million. Each Unit will be issued a price of C$0.07 per Unit
(subject to adjustment based on the US exchange rate) and will be
comprised of one common share of the Company and one common share
purchase warrant (a “Warrant”). Each Warrant will
entitle Vision Blue to purchase one additional common share of the
Company at a price of C$0.10 per common share for a period of two
years following the closing of Second Private Placement. On
completion of the Second Private Placement, Vision Blue will own
approximately 37.0% of the issued and outstanding common shares of
NextSource, or approximately 49.4% on a partially diluted basis,
based on the current issued and outstanding common
shares.
The
Second Private Placement is subject to the approval of a majority
of the shareholders of the Company in accordance with the policies
of the TSX at a special shareholder meeting (the “Special
Meeting”). The officers and directors of the Company have
entered into voting agreements pursuant to which each have agreed
to vote in favour of the resolution at the Special
Meeting.
The
Company will schedule the Special Meeting shortly and will issue a
further news release announcing the details of the Special Meeting
once finalized.
Early
Warning Disclosure
Following closing
of the Initial Private Placement, Vision Blue has beneficial
ownership of, or control and direction over 120,000,000 common
shares, representing approximately 16.7% of NextSource’s
issued and outstanding common shares. Prior to closing of the
Initial Private Placement, Vision Blue did not own, directly or
indirectly, or exercise control or direction over any securities of
NextSource.
Under
the investment agreement between NextSource and Vision Blue,
NextSource agreed to appoint Sir Mick Davis, who is also a director
of Vision Blue, as a director and Chairman of the Board of
NextSource. In addition, for so long as Vision Blue owns no less
than 10% of the issued common shares of NextSource, Vision Blue may
nominate one other person as a non-executive director of NextSource
(or, if Sir Mick Davis is not then entitled to be nominated as
director, two other persons).
On
closing of the Second Private Placement, Vision Blue will own
approximately 37.0% of the issued and outstanding common shares of
NextSource, or approximately 49.4% on a partially diluted basis,
based on the current issued and outstanding common shares of
NextSource. The common shares acquired by Vision Blue will be
subject to a 1-year lock-up from the closing of the Initial Private
Placement with a periodic release schedule, which lock-up will
terminate if the Second Private Placement does not occur for any
reason. The Second Private Placement is subject to the approval of
a majority of the shareholders of NextSource in accordance with the
policies of the TSX at the Special Meeting.
Vision
Blue acquired the Common Shares for investment purposes and intends
to review its investment in NextSource on a continuing basis.
Vision Blue may, depending on market and other conditions, increase
or decrease its beneficial ownership, control or direction, over
securities of NextSource through market transactions, private
agreements, treasury issuances or otherwise. Vision Blue’s
head office is located at Third Floor, 1 Le Truchot, St Peter Port,
Guernsey GY1 1WD.
For
more information, or to obtain a copy of the subject early warning
report, please contact:
Sir
Mick Davis info@vision-blue.com
+44
(0)2073899512
About
Vision Blue
Vision
Blue was founded in December 2020 by Sir Mick Davis to identify and
capture opportunities in battery and technology minerals linked to
EVs & Grid Storage growth.
Vision
Blue targets companies in established mining jurisdictions, with
well-advanced and best-in- class battery material assets that are
scalable and can be brought into production rapidly. Vision Blue
aims to work with existing management teams to provide critical
growth capital, technical support, experience in securing future
finance, and ultimately the delivery of an exit strategy. Where
possible, Vision Blue utilizes a phased development approach based
upon self-financed expansion to achieve large scale revenue and
cash flows across the entire battery materials vertical supply
chain. For further information about Vision Blue visit their
website at www.vision-blue.com.
About
NextSource Materials Inc.
NextSource
Materials Inc. is a battery materials development company based in
Toronto, Canada that is preparing to begin construction of its
100%-owned Molo Graphite Project in southern Madagascar. The Molo
Graphite Project is a fully permitted and funded project that hold
a large high quality flake graphite deposit and is the only project
with SuperFlake® graphite.
The
Company will utilise an all-modular build approach to constructing
the Molo graphite mine. Initial production is expected to be 17,000
tonnes per annum (“tpa”) over the first two years of
production followed by mine expansion in Year three. Offtakes are
in place for more than 100% of initial production.
Please
see “Molo Feasibility Study, National Instrument 43-101
Technical Report on the Molo Graphite Project located near the
village of Fotadrevo in the Province of Toliara, Madagascar
Prepared by Erudite Strategies (Pty) Ltd” dated May 31, 2019
for certain other details and assumptions relating to the
parameters of the project, mineral resource and reserve estimates
and data verification procedures. Mr. Craig Scherba, P.Geo.,
President and CEO of NextSource, is the qualified person who
reviewed and approved the technical information provided in this
press release.
For
further information about NextSource visit our website at
www.nextsourcematerials.com or
contact us a +1.416.364.4911 or email Brent Nykoliation, Executive
Vice President, Corporate Development at brent@nextsourcematerials.com or
email Craig Scherba, President and CEO at craig@nextsourcematerials.com.
Safe Harbour: This press release contains statements that may
constitute “forward-looking information” or
“forward-looking statements” ("forward-looking
statements") within the meaning of applicable Canadian and United
States securities legislation. Readers are cautioned not to place
undue reliance on such forward- looking statements. Forward-looking
statements in this release include statements regarding the Total
Financing Package being sufficient to fully fund the Molo Graphite
Project, timing of closing of the various tranches of the Total
Financing Package, meeting the conditions to draw down on the
Royalty Agreement, shareholder approval in respect of the Second
Private Placement, successful and on-budget construction of the
Molo Graphite Project and SPG plant, estimated future production
from the Molo Graphite Project, completion of the technical studies
and expansion of the Molo Graphite Project. These statements are
based on current expectations, estimates and assumptions that
involve a number of risks, which could cause actual results to vary
and, in some instances, to differ materially from those anticipated
by the Company and described in the forward-looking statements
contained in this press release, including the risk that the
conditions to the Second Private Placement are not met, including
as a result of the failure to get shareholder approval, that the
mineral reserve and resource estimates for the Molo Graphite
Project are incorrect, that expected recoveries and costs to
produce SPG are incorrect, and that permits and licences to operate
the Molo Graphite Project may not be renewed or may be revoked. No
assurance can be given that any of the events anticipated by the
forward-looking statements will transpire or occur or, if any of
them do so, what benefits the Company will derive there from. The
forward-looking statements contained in this news release are made
as at the date of this news release and the Company does not
undertake any obligation to update publicly or to revise any of the
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required by applicable
securities laws.