UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 20-F
 
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 
OR
 
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended June 30, 20192020
 
OR
 
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
OR
 
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of event requiring this shell company report ____________________________
 
For the transition period from_________________to______________
 
Commission File Number: 000-05151
 
NEXTSOURCE MATERIALS INC.
 (Exact name of Registrant as specified in its charter)
 
Ontario, Canada
(Jurisdiction of incorporation or organization)
 
1001-145 Wellington130 King Street West, Exchange Tower Suite 1940
Toronto, Ontario
Canada M5J 1H8M5X 2A2
 (Address of principal executive offices)
 
Craig Scherba, Telephone (416) 364-4911
1001-145 Wellington130 King Street West, Exchange Tower Suite 1940,
Toronto, Ontario
Canada M5J 1H8M5X 2A2
 (Name, telephone, e-mail and/or facsimile number and address of company contact person)

 
 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, $0.001$nil par value
 
(Title (Title of Class)
 
 
 Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
 
 (Title of Class)
 
 
 The number of outstanding shares of the issuer’s common stock as of June 30, 2019:2020:
507,417,021 536,494,789 shares
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐  No ☒
 
If this report is an annual or a transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.     Yes ☐  No ☒    
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒    No ☐
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes ☒       No ☐    
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer ☐Accelerated filer ☐
Non-accelerated filer ☒
Emerging growth Company ☐
 
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
 
U.S. GAAP ☐
International Financial Reporting Standards
  by the International Accounting Standards Board ☒
Other  ☐
 
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
   Item 17 ☐    Item 18 ☐
 
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes ☐      No ☒ 


 
 
 
ANNUAL INFORMATION FORM,
AUDITED ANNUAL CONSOLIDATED FINANCIAL STATEMENTS
AND MANAGEMENT DISCUSSION AND ANALYSIS
 
Annual Information Form 
The Registrant’s Annual Information Form for the fiscal year ended June 30, 20192020 is attached as Exhibit 99.1 to this Annual Report on Form 20-F and is incorporated herein by reference. 
 
Audited Annual Consolidated Financial Statements 
The Registrant’s audited annual consolidated financial statements for the fiscal year ended June 30, 2019,2020, including the report of the independent registered public accounting firm with respect thereto, are attached as Exhibit 99.2 to this Annual Report on Form 20-F and are incorporated herein by reference. 
 
Management’s Discussion and Analysis 
The Registrant’s Management’s Discussion and Analysis for the fiscal year ended June 30, 20192020 is attached as Exhibit 99.3 to this Annual Report on Form 20-F and is incorporated herein by reference. 
 
Notice of Annual Meeting and Management Proxy Circular
The Registrant's Notice of Annual Meeting and Management Proxy Circular for the fiscal year ended June 30, 20192020 is attached as Exhibit 99.4 and 99.4.1 to this Annual Report on Form 20-F and is incorporated herein by reference. 
 
Additional Information 
An Additional Information document is attached as Exhibit 99.5 to this Annual Report on Form 20-F and is incorporated herein by reference.
 


Cross Reference to Form 20-F
 
Item No.
Cross Reference to Form 20-F
Exhibit
   
Part I  
Item 1Identity of Directors, Senior Management and Advisers99.4
Item 2Offer Statistics and Expected TimetableN/A
Item 3Key Information 
 A. Selected financial data99.2
 B. Capitalization and indebtednessN/A
 C. Reasons for the offer and use of proceedsN/A
 D. Risk factors99.1
Item 4Information on the Company 
 A. History and development of the company99.1
 B. Business overview99.1
 C. Organizational structure99.1
 D. Property, plants and equipment99.1 and 99.2
Item 4AUnresolved Staff CommentsN/A
Item 5Operating and Financial Review and Prospects 
 A. Operating results99.2 and 99.3
 B. Liquidity and capital resources99.2 and 99.3
 C. Research and development, patents and licenses, etc.N/A
 D. Trend information99.1
 E. Off-balance sheet arrangements99.3
 F. Tabular disclosure of contractual obligationsN/A
 G. Safe harbor99.1
Item 6Directors, Senior Management and Employees 
 A. Directors and senior management99.1 and 99.4
 B. Compensation99.1 and 99.4
 C. Board practices99.1 and 99.4
 D. Employees99.1 and 99.4
 E. Share Ownership99.1 and 99.4
Item 7Major Shareholders and Related Party Transactions 
 A. Major shareholders99.4 and 99.5
 B. Related party transactions99.1 and 99.2
 C. Interests of experts and counsel99.1
Item 8Financial Information 
 A. Consolidated Statements and Other Financial Information99.1 and 99.2
 B. Significant changes99.2

Item 9The Offer and Listing 
 A. Offer and listing detailsN/A
 B. Plan of distributionN/A
 C. MarketsN/A
 D. Selling shareholdersN/A
 E. DilutionN/A
 F. Expenses of the issueN/A

Item 10Additional Information 
 A. Share Capital99.1 and 99.2
 B. Memorandum and articles of association1.1 and 1.2
 C. Material contracts4.1, 4.2, 4.3, 4.4.1, 4.4.2,4.4, 4.5, 4.6, 4.7, 4.8
 D. Exchange controlsN/A
 E. TaxationN/A
 F. Dividends and paying agentsN/A
 G. Statement by experts99.1
 H. Documents on display99.1
 I. Subsidiary informationN/A
Item 11Quantitative and Qualitative Disclosures About Market RiskN/A
Item 12Description of Securities Other than Equity SecuritiesN/A
   
Part II  
Item 13Defaults, Dividend Arrearages and DelinquenciesN/A
Item 14Material Modifications to the Rights of Security Holders and Use of ProceedsN/A
Item 15Controls and Procedures99.3
Item 16[Reserved] 
Item 16A.Audit committee financial expert99.5
Item 16B.Code of Ethics11
Item 16C.Principal Accountant Fees and Services99.4
Item 16D.Exemptions from the Listing Standards for Audit CommitteesN/A
Item 16E.Purchases of Equity Securities by the Issuer and Affiliated PurchasesN/A
Item 16F.Change in Registrant’s Certifying AccountantN/A
Item 16G.Corporate GovernanceN/A
Item 16H.Mine Safety DisclosureN/A
   
Part III  
Item 17Financial StatementsN/A
Item 18Financial Statements99.2
Item 19ExhibitsExhibit Index
 

 
EXHIBIT INDEX
 
1.1
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)
1.2
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)
4.1
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)
4.2
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)
4.3.1
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)
4.3.2
Form of Warrant relating to private placement completed during October 2019 (Previously filed with our 20-F filed with the SEC on November 13, 2019)
4.3.3
Form of Warrant relating to private placement completed during July 2020
4.5
Employment Agreement with Craig Scherba (Previously filed with our Annual Report on Form 10-K filed with the SEC on September 28, 2017)
4.6
Employment Agreement with Brent Nykoliation (Previously filed with our Annual Report on Form 10-K filed with the SEC on September 28, 2017)
4.7
Management Consulting Agreement with Marc Johnson (Previously filed with our Annual Report on Form 10-K filed with the SEC on September 28, 2017)
4.8
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.)
11
Code of Ethics and Business Conduct (Previously filed with our 20-F filed with the SEC on October 31, 2018).
12.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
12.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
13.1
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.
13.2
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.
99.1
Annual Information Form for the fiscal year ended June 30, 2020.
99.2
Audited Annual Consolidated Financial Statements for the fiscal year ended June 30, 2020.
99.3
Management's Discussion and Analysis for the fiscal year ended June 30, 2020.
99.4
Notice of Annual Meeting and Management Proxy Circular for the fiscal year ended June 30, 2020.
99.4.1
Management Proxy Circular for the fiscal year ended June 30, 2020 Appendix C
99.5
Additional Information.
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)
1.2
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)
4.1
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)
4.2
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)
4.3
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)
4.4.1
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)
4.4.2
Form of Warrant relating to private placement completed during October 2019.
4.5
Employment Agreement with Craig Scherba (Previously filed with our Annual Report on Form 10-K filed with the SEC on September 28, 2017).
4.6
Employment Agreement with Brent Nykoliation (Previously filed with our Annual Report on Form 10-K filed with the SEC on September 28, 2017).
4.7
Management Consulting Agreement with Marc Johnson (Previously filed with our Annual Report on Form 10-K filed with the SEC on September 28, 2017).
4.8
Management Consulting Agreement with Robin Borley (Previously filed with our Annual Report on Form 10-K filed with the SEC on September 28, 2017).
8List 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.)
11
Code of Ethics and Business Conduct (Previously filed with our 20-F filed with the SEC on October 31, 2018).
12.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
12.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
13.1
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.
13.2
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.
99.1
Annual Information Form for the fiscal year ended June 30, 2019.
99.2
Audited Annual Consolidated Financial Statements for the fiscal year ended June 30, 2019.
99.3
Management's Discussion and Analysis for the fiscal year ended June 30, 2019.
99.4
Notice of Annual Meeting and Management Proxy Circular for the fiscal year ended June 30, 2019.
99.5
Additional Information.
 

 
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
 
 
NEXTSOURCE MATERIALS INC.,
 
    
Dated: November 13, 2019December 4, 2020By:  
/s/ Marc Johnson
 
 Name:  
Name: Marc Johnson
 
 Title:  
Title: Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
6