NextSource Materials Closes Private Placement for Gross Proceeds of CAD$14.7 Million

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TORONTO, ON / ACCESSWIRE / October 11, 2024 / NextSource Materials Inc. (TSX:NEXT)(OTCQB:NSRCF) ("NextSource" or the "Company") announces it has closed a non-brokered private placement offering of 27,728,100 common shares of the Company ("Shares") at a price of CAD$0.53 per Share for aggregate gross proceeds of CAD$14,695,893 (the "Offering").

Vision Blue Resources Limited. ("Vision Blue") purchased 15,582,300 Shares under the Offering for a total subscription price of CAD$8,258,619, with significant new and existing shareholders of the Company representing the remaining investors.

The net proceeds of the Offering are intended to be used primarily to progress the Company's strategy of a staged rollout of Battery Anode Facilities (BAF) to produce active anode material for EV batteries. Certain proceeds will also be used at the Molo Mine in connection with Phase 2 expansion, working capital requirements as well as general and administrative expenses.

Finder fees were paid in relation to the Offering, consisting of CAD$61,266

The Shares will be subject to a hold period in Canada expiring four months and one day from the date hereof.

The Company has obtained conditional approval from the Toronto Stock Exchange (the "TSX") for the listing of all Shares issued pursuant to the Offering. The Offering is subject to receipt of final approval from the TSX.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute an offer of Shares for sale in the United States. The Shares offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such Shares may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.

Related Party Disclosure
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 ("MI 61-101"). 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 percent 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 timeframe consistent with usual market practice for transactions of this nature.