1 Aug 2023listing compliance notice▼ BadMajor
NextSource Materials Inc. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
30 Oct 2017business combination● Neutral
Amendment No. 1 to the S-4 continues the proposed move from Minnesota to Canada and now sets the shareholder meeting for December 5, 2017, with a record date of October 6, 2017. The proposals are unchanged, including the reverse split of between one-for-five and one-for-ten, but the maximum shares registered rose slightly to 527,716,967 and the fee was topped up to $3,942.05. The filing says it will be sent to shareholders on or about November 13, 2017.
11 Oct 2017business combination● NeutralMajor
NextSource filed a registration statement (Form S-4) for a shareholder vote on moving the company's legal home from Minnesota to Canada (under the Canada Business Corporations Act). The same meeting would also vote on a possible reverse split of between one-for-five and one-for-ten, electing six directors, reappointing MNP LLP as auditor, and an advisory vote on executive pay. Up to 526,216,967 shares (including warrant and option shares) would be registered at an exchange ratio of 1, so shareholders would keep their share count in the move. The meeting date and record date were still blank.
24 Aug 2016capital raising announcement● NeutralMajor
The company closed its largest raise in this period: 96,064,286 shares at US$0.05 (CAD$0.07) for gross proceeds of US$5,177,865 (CAD$6,724,500). Investment funds managed by Goodman & Company, an affiliate of Dundee Corporation, bought CAD$6,000,000 of it, taking their total holding to just under 20%; Sprott Asset Management and existing shareholders took the rest. Dundee had nominee rights going back to 2010, so this deepens an existing relationship. It is a big new share issue, and the filing does not state the use of proceeds.
What it means for a shareholder
96.1m new shares at US$0.050 to raise about US$5.2m. That's 21% dilution: every existing holder's slice gets 21% smaller. If you held US$1,000 of shares (20,000 at the issue price), your slice goes from 0.00548% to 0.00434% of the company. To keep it you'd need 5,265 more shares - about US$263 at the issue price.
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18 May 2016capital raising announcement● Neutral
The company closed a placement of 11,150,000 shares at US$0.05 (CAD$0.09) for gross proceeds of US$772,695 (CAD$1,003,500). Unlike the recent raises, these units carry no warrants, and the price in Canadian dollars is higher than the CAD$0.07 of the February and April raises. The filing does not give the use of proceeds.
What it means for a shareholder
11.2m new shares at US$0.050 to raise about US$772,695. That's 3.1% dilution: every existing holder's slice gets 3.1% smaller. If you held US$1,000 of shares (20,000 at the issue price), your slice goes from 0.0057% to 0.00553% of the company. To keep it you'd need 636 more shares - about US$32 at the issue price.
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12 Apr 2016capital raising announcement▼ Bad
The company closed a further small placement of 3,207,857 units at US$0.05 (CAD$0.07) for gross proceeds of US$172,615 (CAD$224,550), each unit a share plus a warrant at US$0.11 until April 11, 2018. Same terms as the February raise; more dilution, and the filing does not give the use of proceeds.
What it means for a shareholder
3.2m new shares at US$0.050 to raise about US$172,615. That's 0.907% dilution: every existing holder's slice gets 0.907% smaller. If you held US$1,000 of shares (20,000 at the issue price), your slice goes from 0.0057% to 0.00565% of the company. To keep it you'd need 183 more shares - about US$9 at the issue price.
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16 Feb 2016capital raising announcement▼ Bad
The company closed a small placement of 6,437,900 units at US$0.05 (CAD$0.07) for gross proceeds of US$328,977 (CAD$450,653), each unit a share plus a warrant at US$0.11 until February 4, 2018. It continues the pattern of small, dilutive raises at falling prices; the filing does not state the use of proceeds. The 8-K is now signed by Marc Johnson as CFO, replacing Peter Liabotis (inference from the signature).
What it means for a shareholder
6.4m new shares at US$0.050 to raise about US$328,977. That's 1.8% dilution: every existing holder's slice gets 1.8% smaller. If you held US$1,000 of shares (20,000 at the issue price), your slice goes from 0.0057% to 0.0056% of the company. To keep it you'd need 367 more shares - about US$18 at the issue price.
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13 Oct 2015capital raising announcement▼ Bad
The company closed a non-brokered placement of 14,200,000 units at C$0.05 for C$710,000 (insiders took C$50,000), each unit being a share plus half a warrant at US$0.07 until October 6, 2017. The price is well below the C$0.12 of the May 2015 raise. Proceeds are for value-engineering work, purified graphite samples for battery anode testing and working capital; final TSX approval was pending. The release also says two independent parties made spherical graphite from Molo concentrate that met specifications and that discussions on possible offtake agreements are under way, with no agreement announced.
What it means for a shareholder
14.2m new shares at C$0.050 to raise about C$710,000. That's 4.1% dilution: every existing holder's slice gets 4.1% smaller. If you held C$1,000 of shares (20,000 at the issue price), your slice goes from 0.00606% to 0.00581% of the company. To keep it you'd need 861 more shares - about C$43 at the issue price.
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7 May 2015capital raising announcement▼ Bad
The company closed a private placement of 20,550,998 special warrants at C$0.12 for gross proceeds of about C$2.5 million, led by Secutor Capital Management. Each converts into one share plus half a warrant (US$0.14 strike, to May 4, 2018), and holders get 1.1 shares and 0.55 warrant if a final prospectus and US registration statement are not in place by August 4, 2015. Proceeds are for further developing Molo and working capital. This is another dilutive raise following the feasibility study, and the filing gives no sign of the offtake or project financing the study was meant to unlock.
6 Feb 2015resource reserve update▲ GoodMajor
The company released the long-awaited Feasibility Study for its 100%-owned Molo graphite project in Madagascar, which the Q4 2014 target had pointed to. It reports post-tax NPV (10%) of US$389.8 million, IRR of 31.2%, payback of 4.84 years, capital cost of US$149.9 million (US$188.2 million total with allowance and contingency), a 26-year mine life and proven plus probable reserves of 14.17 Mt at 7.0% C and 8.37 Mt at 7.04% C. These figures assume 50% debt and 50% equity funding and a satisfactory investment agreement under Madagascar's large-mining-investment law. The CEO says the aim is to secure offtake and project financing and to be in production by 2017, so financing remains an open question. The study's head grade (7.04% C) is lower than the PEA's 8.5% C, and annual concentrate output (about 53,017 t) is lower than the PEA's 84,000 tpa. Per the press release, a technical report is to be filed within 45 days. The feasibility study completion also appears to trigger the Malagasy payment of CAD$700,000 plus 1,000,000 shares (inference from the earlier purchase agreement terms).
29 Sept 2014capital raising announcement● NeutralMajor
The company closed a private placement of 34,285,714 shares at US$0.14 for gross proceeds of US$4,800,000, paying brokers 1,928,571 shares and US$252,316 cash. Proceeds are for producing more graphite concentrate samples for potential offtake groups and for working capital; final TSX approval was still pending. It is another dilutive share issue, and the release targets the feasibility study for Q4 2014 and production in Q2/Q3 2016.
What it means for a shareholder
34.3m new shares at US$0.140 to raise about US$4.8m. That's 11% dilution: every existing holder's slice gets 11% smaller. If you held US$1,000 of shares (7,143 at the issue price), your slice goes from 0.00265% to 0.00235% of the company. To keep it you'd need 910 more shares - about US$127 at the issue price.
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22 Apr 2014capital raising announcement▲ GoodMajor
The company bought the remaining 25% of the Molo Graphite Project from Malagasy Minerals, giving it 100% of the industrial mineral rights on 2,120 claims (363 square miles), plus about 41.7 square miles of extra ground to the east. This resolves the October 2013 MOU and ends the 75/25 joint venture formed in December 2011. Payments to Malagasy: within 5 business days of TSX approval, CAD$400,000, 2,500,000 shares and 3,500,000 warrants; CAD$700,000 and 1,000,000 shares on completing the feasibility study; CAD$1,000,000 on commercial production; and a 1.5% NSR retained by Malagasy. Separately, Malagasy gets 75% of non-industrial minerals on four Green Giant claims, with the company keeping 25% and a free carry to feasibility. Completion remains subject to final TSX approval.
3 Feb 2014capital raising announcement● Neutral
This amendment updates the January placement to its final size: 62,384,067 shares at CAD$0.12 and 31,192,033 warrants, for gross proceeds of CAD$7,486,088, completing the offering announced in November. Proceeds are meant mainly to fund the Full Feasibility Study for the Molo Graphite Project, with the rest for working capital; management and employees subscribed $501,000, and final TSX approval was still pending.
What it means for a shareholder
62.4m new shares at C$0.120 to raise about C$7.5m. That's 23% dilution: every existing holder's slice gets 23% smaller. If you held C$1,000 of shares (8,333 at the issue price), your slice goes from 0.00409% to 0.00313% of the company. To keep it you'd need 2,552 more shares - about C$306 at the issue price.
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15 Jan 2014capital raising announcement● NeutralMajor
The company reported the closing of the placement announced in November: 61,204,067 units at CAD$0.12 for gross proceeds of CAD$7,344,488, each unit having a share and half a warrant. Warrants are exercisable at CAD$0.18 (36 months, or 18 months for insiders); brokers received 3,396,744 warrants at CAD$0.14 and CAD$407,609 cash. This is a large issue of new shares, priced below the CAD$0.14 flow-through price a month earlier.
What it means for a shareholder
61.2m new shares at C$0.120 to raise about C$7.3m. That's 23% dilution: every existing holder's slice gets 23% smaller. If you held C$1,000 of shares (8,333 at the issue price), your slice goes from 0.00409% to 0.00315% of the company. To keep it you'd need 2,503 more shares - about C$300 at the issue price.
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23 Dec 2013capital raising announcement● NeutralMajor
The company closed a flow-through placement of 11,189,215 shares at CAD$0.14 for CAD$1,566,490, paying a CAD$103,989 cash fee and issuing 671,353 compensation options. The money must go on Canadian exploration spending by Dec 31, 2014; the press release says it will go toward the Sagar Property in Quebec, to prepare it for prospective joint venture partners or purchasers, while the company says it is focused on its Molo Graphite Project in Madagascar. The brokered offering of up to CAD$8 million is still being worked on, and final TSX approval of this placement is still pending.
29 Nov 2013capital raising announcement● NeutralMajor
The company announced it intends to offer up to C$8,000,000 of subscription receipts, plus a possible non-brokered placement of up to C$600,000 on the same terms (C$8,600,000 in total if fully subscribed). Each receipt converts into one common share and one half warrant (18-month term) once conditions including shareholder and TSX approval are met, so it would mean more shares if completed.
2 Aug 2013capital raising announcement● Neutral
The company closed a non-brokered private placement raising CAD$837,500 and US$1,230,000 through 16,950,001 common shares, paying cash fees of CAD$57,750 and US$21,600 plus 582,000 broker warrants. Completion is still subject to final regulatory approval including the TSX. Another round of share issuance, following the March 2013 placement.
What it means for a shareholder
17.0m new shares at about C$0.0494 to raise about C$837,500. That's 8.8% dilution: every existing holder's slice gets 8.8% smaller. If you held C$1,000 of shares (20,239 at the issue price), your slice goes from 0.0115% to 0.0105% of the company. To keep it you'd need 1,954 more shares - about C$97 at the issue price.
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3 June 2013auditor change● Neutral
The company's auditor MSCM LLP merged into MNP LLP effective June 1, 2013, and the board appointed MNP as auditor for the year ending June 30, 2013. The filing says no disagreements with MSCM, and that MSCM's reports for fiscal 2008 to 2012 each included a going-concern explanatory paragraph, confirming the long-running going-concern doubt.
2 Apr 2013capital raising announcement● Neutral
On March 26, 2013 the company closed a CAD$2,358,000 non-brokered private placement of 12,350,000 common shares. It paid a CAD$86,000 cash fee and issued 270,000 broker warrants at CAD$0.20 for 12 months. This adds new shares to the count.
14 Nov 2012listing compliance notice▼ Bad
NextSource Materials Inc. withdrew a registration statement, abandoning the offering it covered.
15 Dec 2011capital raising announcement▲ GoodMajor
On December 14, 2011 the company signed the definitive joint venture agreement with Malagasy Minerals that followed the October heads of agreement, forming Madagascar-ERG Joint Venture (Mauritius) Ltd, 75% company and 25% Malagasy. Malagasy is to receive US$2,000,000 in cash and 7,500,000 company shares, and can appoint one board member; the deal remains subject to TSX and SEC approvals. The filing no longer mentions the due diligence condition, which the October filing stated.
11 Oct 2011material agreement▲ GoodMajor
On October 5, 2011 the company signed a binding Heads of Agreement with Australia's Malagasy Minerals to form a joint venture company owned 75% by the company and 25% by Malagasy, to explore for vanadium and other industrial minerals on a new 2,119-claim, 827.7 sq km land position next to the Green Giant property. Malagasy is to receive a US$250,000 non-refundable deposit, then US$2,000,000 and 7,500,000 company shares if definitive agreements are signed and due diligence is completed; TSX approval is also required. The company would manage operations, and Malagasy is free-carried until a bankable feasibility study.
10 Feb 2011capital raising announcement● NeutralMajor
The company reported that on February 2, 2011, 25,369,433 units were subscribed at US$0.45 for US$11,416,245 gross. Each unit has one share and a half warrant exercisable at US$0.75 for 24 months. Finders received US$460,800 in cash and 1,023,999 compensation warrants. This is the main part of the early-2011 raise, following the March 2010 placement at US$0.30, and it issues many new shares.
10 Feb 2011capital raising announcement● Neutral
On February 9, 2011 the company took subscriptions for another 2,192,222 units at US$0.45 (US$986,500 gross), bringing the total raised in this placement to US$12,402,745 from 27,561,656 units. Each unit is one share plus a half warrant at US$0.75 for 24 months; finders got US$608,940 in cash fees and 1,353,199 compensation warrants. This adds new shares and warrants for existing holders to absorb.
29 June 2010business combination● Neutral
This is a post-effective amendment to a stock option plan registration (Form S-8) that adds a resale prospectus so certain officers and directors can sell up to 9,245,000 of the 17,000,000 plan shares already registered. The company gets no sale proceeds except from option exercises. It shows the shares closed at $0.22 on June 22, 2010, that the company says its properties are in Québec and Madagascar, and that Virginia sold back its 25% so the company holds 100% of Sagar, with $6,832,279 spent there as of March 31, 2010. It is not a merger or business combination, despite the label.
19 Mar 2010capital raising announcement▲ GoodMajor
Now named Energizer Resources Inc. (formerly Uranium Star), the company closed a US$6,500,000 private placement on March 15, 2010: 21,666,667 units at US$0.30, each with a share and a warrant at US$0.50. Dundee Corporation and Consolidated Thompson Iron Mines took part and each gets pre-emptive rights and a board nominee right. Extra 'listing' and 'filing' rights could add up to 17,333,333 shares if the TSX Venture listing or resale registration is not completed by set dates. Proceeds are for the 2010 program at the Green Giant vanadium project in Madagascar, a project not mentioned in the prior context (an inference is that it relates to the Madagascar holdings).
What it means for a shareholder
21.7m new shares at US$0.300 to raise about US$6.5m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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27 Apr 2009capital raising announcement▼ Bad
On April 21, 2009 the board cut the exercise price to $0.15 on several insider warrant and option grants: 3,650,000 warrants (previously cut to $0.50 in April 2008), 515,000 options, 1,025,000 options, 2,570,000 options and 3,520,000 options. On April 24, 2009 the company also issued 1,600,000 shares to directors, officers and consultants as bonus compensation. Together these dilute existing shareholders, and the filing shows Richard Schler signing as President and CEO.
20 May 2008business combination● Neutral
Effective May 15, 2008 the company moved its legal home from Nevada to Minnesota by merging into a wholly owned Minnesota subsidiary of the same name. This carries out the re-incorporation shareholders had approved earlier, which the board had not acted on. The filing says management, business, assets and liabilities are unchanged, shares convert one-for-one, and the stock stays on the OTCBB as URST with the same CUSIP. The head office address is now Suite 520 at 141 Adelaide St. W.
17 Apr 2008security holder rights change▼ Bad
On April 2, 2008 the board lowered the exercise price of 3,650,000 warrants held by directors, officers and consultants from $1.00 to $0.50 and extended their expiry from April 26, 2009 to April 26, 2010. These are the warrants issued April 26, 2006, recorded at a value of $1,919,072. For shareholders this means more potential dilution at a lower price, and the insiders benefit.
19 Oct 2007material agreement● Neutral
This amendment adds the Temex option agreement (dated September 25, 2007) that was left out of the October 1 filing. The text repeats the earlier terms: Uranium Star pays $50,000 and spends $950,000 by June 30 (the filing prints it as 'June 30, 3008', an apparent typo) to earn 50% of the Merico Ethel and Yarrow properties near Elk Lake, Ontario, with Temex keeping diamond rights. Nothing new in the terms is shown in the visible text.