/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, Aug. 1, 2023
/CNW/ - (TSX:NEXT) ("NextSource" or the
"Company") is pleased to announce that it has closed its
previously announced overnight marketed public offering (the
"Offering"). Pursuant to the Offering, NextSource issued
30,303,500 common shares of the Company (each a "Share") at
a price of C$1.65 per Share (the
"Offering Price") for gross proceeds of C$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.
(collectively, the "Underwriters"), 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
(the "Over-Allotment 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
over-allotments, if any.
Vision Blue Resources Ltd. ("Vision Blue") 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
below).
The Shares issued under the Offering were qualified for
distribution by way of a final short form prospectus dated
July 27, 2023 (the
"Prospectus") 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
United States 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
www.sedarplus.ca.
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.
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.
Early Warning Disclosure
Prior to the Offering, Vision Blue held an aggregate of
58,428,572 common shares of the Company ("Common Shares"),
150,000 stock options ("Options"), each entitling it to
purchase one Common Share, expiring on March
19, 2024 and 15,000 restricted share units ("RSUs")
entitling it to acquire one Common Share, and expiring on
June 30, 2024, representing
approximately 46.6% of the outstanding Common Shares on a
non-diluted basis and approximately 46.8% 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% of the outstanding Common Shares on a non-diluted basis and
approximately 46.7% 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.
For more information, or to obtain a copy of the subject early
warning report, please contact:
Aura Financial
info@vision-blue.com
+44 207 321 0000
About NextSource Materials Inc.
NextSource Materials Inc. 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 tpa 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 ("BAF") in Mauritius, which will be capable of producing
coated, spheronized and purified graphite.
Cautionary and Forward-Looking Statements
This press release contains statements that may constitute
"forward-looking information" or "forward-looking statements"
within the meaning of applicable Canadian and United States securities legislation. Readers
are cautioned not to place undue reliance on forward-looking
information or statements. Forward looking statements and
information are frequently characterized by words such as "plan",
"expect", "project", "intend", "believe", "anticipate", "estimate",
"potential", "possible" and other similar words, or statements that
certain events or conditions "may", "will", "could", or "should"
occur. Forward-looking statements include any statements regarding,
among others, the proposed use of proceeds of the Offering, the
final approval of the Toronto Stock Exchange, the construction and
potential expansion of the BAFs, expansion plans, as well as the
Company's intent on becoming a fully integrated global supplier of
critical battery and technology materials. 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. 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 because of new information, future events or otherwise,
except as may be required by applicable securities laws. Although
the forward-looking statements contained in this news release are
based on what management believes are reasonable assumptions, the
Company cannot assure investors that actual results will be
consistent with them.
SOURCE NextSource Materials Inc.
