2019
(Exact
(Address
(Name,
Securities registered or to be registered pursuant to section 12(b) of the Act: | None |
Securities registered or to be registered pursuant to Section 12(g) of the Act: | Common Stock, $0.001 par value |
(Title of Class) | |
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: | None |
The number of outstanding shares of the issuer’s common stock as of June 30, |
Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ Emerging growth Company ☐ |
U.S. GAAP ☐ | International Financial Reporting Standards by the International Accounting Standards Board ☒ | Other ☐ |
Item 17 ☐ Item 18 ☐
TABLE OF CONTENTS
2. NextSource Materials Inc.,Form 20-F and are incorporated herein by reference.
3. NextSource Materials Inc.,Form 20-F and is incorporated herein by reference.
PursuantForm 20-F and is incorporated herein by reference.
Cross Reference to Form 20-F | Exhibit | |
Part I | ||
Item 1 | Identity of Directors, Senior Management and Advisers | 99.4 |
Item 2 | Offer Statistics and Expected Timetable | N/A |
Item 3 | Key Information | |
A. Selected financial data | 99.2 | |
B. Capitalization and indebtedness | N/A | |
C. Reasons for the offer and use of proceeds | N/A | |
D. Risk factors | 99.1 | |
Item 4 | Information on the Company | |
A. History and development of the company | 99.1 | |
B. Business overview | 99.1 | |
C. Organizational structure | 99.1 | |
D. Property, plants and equipment | 99.1 and 99.2 | |
Item 4A | Unresolved Staff Comments | N/A |
Item 5 | Operating and Financial Review and Prospects | |
A. Operating results | 99.2 and 99.3 | |
B. Liquidity and capital resources | 99.2 and 99.3 | |
C. Research and development, patents and licenses, etc. | N/A | |
D. Trend information | 99.1 | |
E. Off-balance sheet arrangements | 99.3 | |
F. Tabular disclosure of contractual obligations | N/A | |
G. Safe harbor | 99.1 | |
Item 6 | Directors, Senior Management and Employees | |
A. Directors and senior management | 99.1 and 99.4 | |
B. Compensation | 99.1 and 99.4 | |
C. Board practices | 99.1 and 99.4 | |
D. Employees | 99.1 and 99.4 | |
E. Share Ownership | 99.1 and 99.4 | |
Item 7 | Major Shareholders and Related Party Transactions | |
A. Major shareholders | 99.4 and 99.5 | |
B. Related party transactions | 99.1 and 99.2 | |
C. Interests of experts and counsel | 99.1 | |
Item 8 | Financial Information | |
A. Consolidated Statements and Other Financial Information | 99.1 and 99.2 | |
B. Significant changes | 99.2 |
Item 9 | The Offer and Listing | |
A. Offer and listing details | N/A | |
B. Plan of distribution | N/A | |
C. Markets | N/A | |
D. Selling shareholders | N/A | |
E. Dilution | N/A | |
F. Expenses of the issue | N/A | |
Item 10 | Additional Information | |
A. Share Capital | 99.1 and 99.2 | |
B. Memorandum and articles of association | 1.1 and 1.2 | |
C. Material contracts | 4.1, 4.2, 4.3, 4.4.1, 4.4.2, 4.5, 4.6, 4.7, 4.8 | |
D. Exchange controls | N/A | |
E. Taxation | N/A | |
F. Dividends and paying agents | N/A | |
G. Statement by experts | 99.1 | |
H. Documents on display | 99.1 | |
I. Subsidiary information | N/A | |
Item 11 | Quantitative and Qualitative Disclosures About Market Risk | N/A |
Item 12 | Description of Securities Other than Equity Securities | N/A |
Part II | ||
Item 13 | Defaults, Dividend Arrearages and Delinquencies | N/A |
Item 14 | Material Modifications to the Rights of Security Holders and Use of Proceeds | N/A |
Item 15 | Controls and Procedures | 99.3 |
Item 16 | [Reserved] | |
Item 16A. | Audit committee financial expert | 99.5 |
Item 16B. | Code of Ethics | 11 |
Item 16C. | Principal Accountant Fees and Services | 99.4 |
Item 16D. | Exemptions from the Listing Standards for Audit Committees | N/A |
Item 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchases | N/A |
Item 16F. | Change in Registrant’s Certifying Accountant | N/A |
Item 16G. | Corporate Governance | N/A |
Item 16H. | Mine Safety Disclosure | N/A |
Part III | ||
Item 17 | Financial Statements | N/A |
Item 18 | Financial Statements | 99.2 |
Item 19 | Exhibits | Exhibit Index |
Articles of Continuance of NextSource Materials Inc., dated December 27, 2017 (Previously filed with our 20-F filed with the SEC on October 31, 2018) | |
By-Law No. 1 of NextSource Materials Inc., dated December 27, 2017 (Previously filed with our 20-F filed with the SEC on October 31, 2018) | |
Amended and Restated Stock Option Plan of NextSource Materials, Inc. (Incorporated by reference to the registrant’s current report on Form 8-K as filed with the SEC on October 16, 2013) | |
Stock Option Plan of NextSource Materials, Inc. (Incorporated by reference to Appendix B to Schedule 14A as filed with the SEC on November 14, 2016) | |
Form of Warrant relating to private placement completed during June 2014 (Previously filed with our Annual Report on Form 10-K filed with the SEC on September 28, 2017) | |
Form of Warrant relating to private placement completed during August 2018 (Previously filed with our 20-F filed with the SEC on October 31, 2018) | |
Form of Warrant relating to private placement completed during October 2019. | |
Employment Agreement with Craig Scherba (Previously filed with our Annual Report on Form 10-K filed with the SEC on September 28, 2017). | |
Employment Agreement with Brent Nykoliation (Previously filed with our Annual Report on Form 10-K filed with the SEC on September 28, 2017). | |
Management Consulting Agreement with Marc Johnson (Previously filed with our Annual Report on Form 10-K filed with the SEC on September 28, 2017). | |
Management Consulting Agreement with Robin Borley (Previously filed with our Annual Report on Form 10-K filed with the SEC on September 28, 2017). | |
8 | List of Subsidiaries (see “Corporate Structure” on page 4 of the Annual Information Form for the fiscal year ended June 30, 2019 filed hereto as Exhibit 99.1.) |
Code of Ethics and Business Conduct (Previously filed with our 20-F filed with the SEC on October 31, 2018). | |
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934. | |
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934. | |
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
Annual Information Form for the fiscal year ended June 30, 2019. | |
Audited Annual Consolidated Financial Statements for the fiscal year ended June 30, 2019. | |
Management's Discussion and Analysis for the fiscal year ended June 30, 2019. | |
Notice of Annual Meeting and Management Proxy Circular for the fiscal year ended June 30, 2019. | |
Additional Information. |
NEXTSOURCE MATERIALS INC., | |||
Dated: November 13, 2019 | By: | /s/ Marc Johnson | |
Name: Marc Johnson | |||
Title: Chief Financial Officer |