United States securities and exchange commission logo
March 21, 2023
Marc Johnson
Chief Financial Officer
NextSource Materials Inc.
130 King Street West
Exchange Tower Suite 1940
Toronto, Ontario
Canada M5X 2A2
Re: NextSource
Materials Inc.
Form 20-F for the
Fiscal Year ended June 30, 2022
Filed October 31,
2022
File No. 000-51151
Dear Marc Johnson:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year ended June 30, 2022
Cross Reference, page 2
1. We note that you have
not provided disclosures in the main body of your annual report on
Form 20-F though have
instead indicated an intention to incorporate-by-reference various
exhibits to the same
report for the prescribed content.
Under Rule 12b-23(e) of
Regulation 12B, you would need to identify at the particular
place where the
information is required, the specific locations of the information that you
wish to
incorporate-by-reference, including not only the document where the information
was originally filed or
submitted, but also the specific location of the information within
that document; and you
may not incorporate-by-reference information in any case where
doing so would render
the disclosure incomplete, unclear, or confusing.
Marc Johnson
FirstName
NextSourceLastNameMarc
Materials Inc. Johnson
Comapany
March NameNextSource Materials Inc.
21, 2023
March2 21, 2023 Page 2
Page
FirstName LastName
Under General Instruction C(a) to Form 20-F, would need to include the
numbers and
captions of all items and it should be clear which disclosures are
being provided in
response to each prescribed category of information.
We note that you have not identified the specific locations within the
exhibits for any of
the required content, have identified multiple exhibits for some items
without any
indication of the basis upon which disclosures are partitioned, and
have not included all of
the prescribed item numbers and captions within the exhibits or
provided any other means
within the exhibits of clearly associating content with specific item
requirements.
Given these observations and the extent of incongruencies between the
organization of
content in your exhibits and the form item structure, it appears that
you should amend
your filing to include the required disclosures in the main body of
the annual report.
Exhibit 99.1
Mineral Development Projects, page 9
2. Please modify your disclosures as necessary to differentiate between
your material
properties and non-material properties in providing the summary and
individual property
disclosures that are required by Item 1303 and Item 1304 of Regulation
S-K, which is
applicable pursuant to Instruction 3 to Item 4 of Form 20-F.
Please also describe the criteria that you applied in making the
material vs. non-material
determinations pursuant to Item 1301(c) of Regulation S-K.
3. Please modify your filing to include the maps showing the locations of
your mining
properties to comply with Item 1303 (b)(1) and 1304(b)(1) of
Regulation S-K.
Resource and Reserve Estimates, page 13
4. We note that you have disclosed estimates of resources and reserves
and economic metrics
for your Molo and Green Giant properties, although have not filed a
technical report
summary of a qualified person to support these disclosures with your
annual report.
Please amend your filing to include the technical report summary that
you have relied
upon in preparing such disclosures to comply with Item 1302(b)(2) of
Regulation S-K,
which is applicable pursuant to Instruction 3 to Item 4 of Form 20-F.
However, if you are unable to support the disclosures based on
information and
supporting documentation prepared by a qualified person, as defined in
Item 1300 of
Regulation S-K, you would need to remove the disclosures until
appropriate
documentation has been prepared and filed.
5. We note that you report combined estimates of resources and reserves
which is contrary to
the form requirements. Please modify your filing to report the
resource and reserve
estimates separately to comply with Item 1303(b)(3)(ii) of Regulation
S-K.
Marc Johnson
NextSource Materials Inc.
March 21, 2023
Page 3
6. We note that you report inconsistent estimates of probable reserves in
the tabulations on
pages 13 and 20. If you are able to support your disclosures with an
appropriate technical
report summary, resolve this inconsistency. Otherwise, the disclosures
should be removed.
7. We note that you do not disclose a basket or weighted average price
for the graphite
products used in determining your estimates of resources and reserves;
the associated
metallurgical recoveries; or the operational costs and other
parameters involved in
establishing the economic cutoff grade.
Please modify your filing to include this information to comply with
Item 1302(d)(2) of
Regulation S-K, which is applicable pursuant to Instruction 3 to Item
4 of Form 20-F.
This information should accompany your estimates of mineralization
either in footnotes to
the tabulations or in adjacent disclosures.
8. Please expand your disclosures to include the book values of material
properties to
comply with Item 1304 (b)(2)(iii) of Regulation S-K.
9. Please expand your disclosure to include a reconciliation between your
estimates of
resources and reserves as reported at the end of the most recently
completed fiscal year
and the end of the prior year to comply with Item 1304(e) of
Regulation S-K.
Exhibit 99.3
Battery Anode Facility (BAF), page 28
10. We note your disclosure of the April 12, 2021 binding partnership
agreement for the
construction of the BAF plants with certain Chinese and Japanese
partners. Please file the
partnership agreements as exhibits to comply with Item 19.4 of Form
20-F.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Lily Dang, Staff Accountant, at (202) 551-3867 if you
have questions
regarding comments on the financial statements and related matters. You may
contact Ken
Schuler, Mining Engineer, at (202) 551-3718 if you have questions regarding
comments on the
mineral property disclosure requirements.
Please contact Karl Hiller, Branch Chief, at (202) 551-3686 with any
other questions.
FirstName LastNameMarc Johnson Sincerely,
Comapany NameNextSource Materials Inc.
Division of
Corporation Finance
March 21, 2023 Page 3 Office of Energy
& Transportation
FirstName LastName