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NextSource Materials Inc
Symbol NEXT
Shares Issued 462,495,711
Close 2017-12-05 C$ 0.07
Market Cap C$ 32,374,700
Recent Sedar+ Documents

NextSource holders OK redomicile at special meeting

2017-12-05 17:01 ET - News Release

Mr. Craig Scherba reports

NEXTSOURCE MATERIALS ANNOUNCES RESULTS OF 2017 ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS AND THE APPOINTMENT OF OFFICERS

NextSource Materials Inc. has released the results of the annual and special meeting of stockholders held in Toronto, Ont., on Dec. 5, 2017.

As of the Oct. 6, 2017, the record date for the meeting, there were 460,995,711 common shares of the company outstanding and entitled to vote at the meeting. Of this number, there were 313,662,602 common shares represented in person or by proxy at the meeting. All of the resolutions put forward at the meeting were approved. The final voting results of the meeting are set out as follows.

(1) Election of directors

The company's shareholders elected six nominees to the board. Each of the nominees will serve for a one-year term and hold office until the next annual meeting of shareholders, unless he sooner ceases to hold office. The attached table sets forth the vote of the shareholders at the annual meeting with respect to the election of directors.

Nominee            For   Withheld   Abstain    Broker non-vote

John Sanderson   97.7%       2.3%         -              10.8%          
Craig Scherba    99.5%       0.5%         -              10.8%          
Quentin Yarie    91.4%       8.6%         -              10.8%          
Robin Borley     99.5%       0.5%         -              10.8%          
Dalton Larson    98.3%       1.7%         -              10.8%          
Dean Comand      99.5%       0.5%         -              10.8%          

(2) Appointment of MNP LLP

The company's shareholders approved the appointment of MNP as the company's independent registered public accounting firm for the fiscal year ending June 30, 2018, and authorization of the board to fix its remuneration. The attached table sets forth the vote of the shareholders at the annual meeting with respect to the appointment of MNP.

For    Withheld    Abstain   Broker non-vote

99.2%      0.8%          -                 -

(3) Approval of the share consolidation

The company's shareholders approved an amendment to the company's articles of incorporation or articles of continuance, as applicable, to be completed at the board's sole discretion, to effect a share consolidation (reverse stock split) of the company's outstanding common shares in a ratio of between 1:5 and 1:10 at any time prior to the one-year anniversary of the meeting, without further stockholder approval. The attached table sets forth the vote of the shareholders at the annual meeting with respect to the approval of the share consolidation and corresponding amendment to the company's articles.

For    Against   Abstain    Broker non-vote

94.9%    7.89%         -                 0%  

(4) Approval of the redomicile

The company's shareholders approved: (i) the redomicile of the company from the State of Minnesota to Canada; (ii) a plan of conversion relating to the redomicile; (iii) the filing of articles of conversion under the Minnesota Business Corporation Act and proposed articles of continuance of the company under the Canada Business Corporations Act; (iv) the replacement of the company's articles of incorporation with proposed articles of continuance in connection with, and subject to the effectiveness of, the redomicile; and (v) the adoption of new bylaws of the company to replace the company's existing bylaws in connection with, and subject to the effectiveness of, the redomicile. The attached table sets forth the vote of the shareholders at the annual meeting with respect to the approval of the redomicile.

    
For              Against    Abstain    Broker non-vote

80.8%              19.2%          -              10.8%           
                                               
For              Against    Abstain    Broker non-vote 

253,524,856   60,137,746          -         33,911,592  

(5) Advisory vote on executive compensation

The company's shareholders approved the non-binding advisory resolution, commonly known as a say-on-pay proposal, regarding the compensation of the company's named executive officers. The attached table sets forth the vote of the shareholders at the annual meeting with respect to the advisory vote on executive compensation.

For      Against    Abstain    Broker non-vote

97.3%       2.7%          -              10.8% 

Subsequent to the meeting, the board of directors of the company approved the appointments of the following directors and executive officers:

  • John Sanderson as chairman of the board;
  • Craig Scherba as president and chief executive officer;
  • Marc Johnson as treasurer and chief financial officer;
  • Brent Nykoliation as senior vice-president, corporate development;
  • Robin Borley as senior vice-president, mine development;
  • Dean Comand (chair), Dalton Larson and Mr. Sanderson to the audit committee;
  • Quentin Yarie (chair), Mr. Larson and Mr. Sanderson to the nomination committee;
  • Mr. Larson (chair), Mr. Comand and Mr. Sanderson to the compensation committee.

About NextSource Materials Inc.

NextSource Materials is a mine development company based in Toronto, Canada, that is developing its 100-per-cent-owned Molo graphite project in southern Madagascar to expected production in 2018. The Molo graphite project is a feasibility-stage, shovel-ready project and ranks as one of the largest-known and highest-quality flake graphite deposits in the world and the only project with superflake graphite.

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