08:20:19 EDT Sun 19 May 2024
Enter Symbol
or Name
USA
CA



NextSource Materials Inc (2)
Symbol NEXT
Shares Issued 125,271,007
Close 2023-08-01 C$ 1.67
Market Cap C$ 209,202,582
Recent Sedar Documents

NextSource Materials closes $50M overnight offering

2023-08-01 16:35 ET - News Release

Mr. Craig Scherba reports

NEXTSOURCE CLOSES OVERNIGHT MARKETED OFFERING FOR GROSS PROCEEDS OF C$50 MILLION

NextSource Materials Inc. has closed its previously announced overnight marketed public offering. Pursuant to the offering, NextSource issued 30,303,500 common shares of the company at a price of $1.65 per share for gross proceeds of $50,000,775. The offering was conducted through a syndicate of underwriters co-led by Cormark Securities Inc. and BMO Capital Markets, and including Clarus Securities Inc., pursuant to an underwriting agreement dated July 13, 2023, entered into among the company and the underwriters.

In addition, the company has granted the underwriters an option to purchase up to an additional 15% of the number of shares issued under the offering on the same terms exercisable at any time up to 30 days following the date hereof, for market stabilization purposes and to cover overallotments, if any.

Vision Blue Resources Ltd. purchased 14,151,500 shares under the offering to maintain its pro rata ownership in the company. The offering is subject to final approval of the Toronto Stock Exchange.

The net proceeds of the offering are intended to be used by the company to advance and complete construction of a battery anode facility in Mauritius and other matters as to be described in the prospectus (as defined as follows).

The shares issued under the offering were qualified for distribution by way of a final short form prospectus dated July 27, 2023, filed in each of the provinces of Canada, other than Quebec, and were offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, and applicable state securities laws, and certain other jurisdictions outside of Canada and the United States. A copy of the prospectus is available under the company's profile on SEDAR+.

The participation of Vision Blue in the offering constitutes a related party transaction pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company has determined that the transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of securities issued to Vision Blue nor the consideration paid by Vision Blue exceeded 25 per cent of the company's market capitalization. The company did not file a material change report in respect of the transaction 21 days in advance of closing of the offering because Vision Blue's participation had not been confirmed. The shorter period was necessary in order to permit the company to close the offering in a time frame consistent with usual market practice for transactions of this nature.

Early warning disclosure

Prior to the offering, Vision Blue held an aggregate of 58,428,572 common shares of the company; 150,000 stock options, each entitling it to purchase one common share and expiring on March 19, 2024; and 15,000 restricted share units (RSUs), each entitling it to acquire one common share and expiring on June 30, 2024, representing approximately 46.6 per cent of the outstanding common shares on a non-diluted basis and approximately 46.8 per cent on a partially diluted basis (in the event that the Vision Blue exercises its outstanding options and RSUs).

After giving effect to the closing of the offering, Vision Blue owns and exercises control or direction over 72,580,072 common shares, 150,000 options and 15,000 RSUs, representing approximately 46.6 per cent of the outstanding common shares on a non-diluted basis and approximately 46.7 per cent on a partially diluted basis.

Vision Blue is acquiring 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 registered address is 1 Royal Plaza, Royal Avenue, St. Peter Port, GY1 2HL, Guernsey.

About NextSource Materials Inc.

NextSource Materials is a battery materials development company based in Toronto, Canada, that is intent on becoming a vertically integrated global supplier of battery materials through the mining and value-added processing of graphite and other minerals.

The Molo graphite mine has begun production and is expected to ramp up to its phase 1 nameplate capacity of 17,000 tonnes per year of graphite concentrate over a period of up to three months.

The company has announced plans to build the first of several battery anode facilities (BAFs) in Mauritius, which will be capable of producing coated, spheronized and purified graphite.

We seek Safe Harbor.

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