As filed with the Securities and Exchange Commission on July 28, 2023
Registration No. 333-220802
Registration No. 333-201793
Registration No. 333-193061
Registration No. 333-186917
Registration No. 333-179827
Registration No. 333-173881
Registration No. 333-164982
Registration No. 333-147214
Registration No. 333-132294
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NEXTSOURCE MATERIALS INC. |
(Exact name of registrant as specified in its charter) |
Ontario, Canada |
| Not Applicable |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
130 King Street West Exchange Tower Suite 1940 Toronto, Ontario Canada M5X 2A2 (604) 364-4911 (Address of Principal Executive Offices) |
Stock Option Plan of NextSource Materials Inc. Amended and Restated 2006 Stock Option Plan of Energizer Resources Inc. Amended and Restated 2006 Stock Option Plan of Uranium Star Corp. 2006 Stock Option Plan of Yukon Resources Corp. |
(Full title of the plan)
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Craig Scherba Chief Executive Officer 1005-145 Wellington Street West Toronto, Ontario, Canada M5J 1H8 (416) 364-4911 (Name, address and telephone number, including area code, of agent for service)
With a copy to Kimberley Anderson Dorsey & Whitney LLP 701 Fifth Avenue, Suite 6100 Seattle, WA 98104 (206) 903-8803 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ |
Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
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| Emerging growth company | ☐ |
If an emerging growth company, 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 7(a)(2)(B) of the Securities Act. ☐
Explanatory note
The registrant is filing this Post-Effective Amendment relating to the following Registration Statements on Form S-8 (the “Registration Statements”) of NextSource Materials Inc. (the “Company”) in order to deregister any and all securities originally registered by the Company, and which remain unsold as of the date hereof:
| · | Registration Statement No. 333-132294, filed with the Securities and Exchange Commission (“SEC”) on March 9, 2006. |
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| · | Registration Statement No. 333-147214, filed with the SEC on November 7, 2007. |
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| · | Registration Statement No. 333-164982, filed with the SEC on February 19, 2010. |
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| · | Registration Statement No. 333-173881, filed with the SEC on May 3, 2011. |
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| · | Registration Statement No. 333-179827, filed with the SEC on March 1, 2012. |
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| · | Registration Statement No. 333-186917, filed with the SEC on February 27, 2013. |
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| · | Registration Statement No. 333-193061, filed with the SEC on December 23, 2013. |
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| · | Registration Statement No. 333-201793, filed with the SEC on January 30, 2015. |
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| · | Registration Statement No. 333-220802, filed with the SEC on October 4, 2017. |
The Company hereby removes from registration, by means of this Amendment, any and all of the securities registered but unsold under the Registration Statements.
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Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing a post-effective amendment to Form S-8 and has duly caused this amendment to its registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada, on July 28, 2023.
| NEXTSOURCE MATERIALS INC. |
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| By: | /s/ Marc Johnson |
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| Name: | Marc Johnson |
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| Title: | Chief Financial Officer |
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| (Principal Accounting Officer) |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
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/s/ Craig Scherba |
| President, Chief Executive Officer and Director |
| July 28, 2023 |
Craig Scherba |
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/s/ Sir Mick Davis |
| Chairman of the Board, Director |
| July 28, 2023 |
Sir Mick Davis |
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/s/ Ian Pearce |
| Director |
| July 28, 2023 |
Ian Pearce |
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/s/ Robin Borley |
| Chief Operating Officer and Director |
| July 28, 2023 |
Robin Borley |
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/s/ Brett Whalen |
| Director |
| July 28, 2023 |
Brett Whalen |
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/s/ Chris Kruba KC |
| Director |
| July 28, 2023 |
Chris Kruba KC |
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this post-effective amendment to the registration statement, in the capacity of the duly authorized representative of NextSource Materials, Inc. in the United States, on July 28, 2023.
| DL Services Inc. |
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| By: | /s/ Mark J. Glancey |
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| Mark J. Glancey |
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| Vice President |
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