NextSource Materials Inc.

NextSource Materials Inc. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

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.

business combination

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.

capital raising announcement

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).

resource reserve update

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.

capital raising announcement

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.

capital raising announcement

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.

capital raising announcement

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.

capital raising announcement

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.

capital raising announcement

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.

capital raising announcement

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.

material agreement

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.

capital raising announcement

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).

capital raising announcement

The company signed an option (agreement dated September 25, 2007) with Temex Resources to earn 50% of the Merico Ethel and Yarrow gold-copper-uranium properties near Elk Lake, Ontario. It must pay $50,000 on signing and spend $950,000 on exploration by June 30, 2008, after which a 50:50 joint venture would be formed; Temex keeps diamond rights and manages the work, starting with a planned 3,000 metre drill program. The press release says the Sagar exploration program has been completed with a full report pending and the camp will be occupied during a shut-down, and that the company has applied for Canadian reporting issuer status as a step toward a TSX Venture listing. The agreement itself is to be filed later by amendment.

material agreement

The company agreed (agreement dated August 22, 2007) to acquire 75% of the Three Horses property in south-central Madagascar (about 180 sq km) through a new joint venture company, with Madagascar Minerals and Resources holding 25%. It must pay US$765,000 cash (US$15,000 signing fee plus US$750,000), issue 1,250,000 shares and 500,000 warrants at $1.00 for 24 months, with a stated deemed value of $1,202,500, after title vests in the venture company. Madagascar Minerals gets a free carried interest until a pre-feasibility study. This is the company's first asset outside Quebec and Arizona seen in these filings; the earlier Finland claim reservations are not mentioned in the company description, and their outcome is still not stated. An airborne survey was due to start at the end of September 2007.

capital raising announcement

The company reported its first notable drill result on the Sagar property in Quebec: one vertical reverse circulation hole hit 4.5 meters averaging 22.7 g/t gold, including 31.5 g/t over 3 meters, in bedrock. The values come from an on-site XRF analyser and have not yet been checked against commercial lab fire assays (ALS Chemex), so they may vary; more drilling is needed to find the true width. This is the first drill result following the drilling start in March, and the company still has 7 priority targets to drill in its search for the source of the Mistamisk boulders.

drilling result

On March 5, 2007 the company announced that two reverse circulation drills are in place on the Sagar uranium-gold project in northern Quebec and expected to be fully operational the following week, with ground geophysics well advanced and camp construction complete. The program aims to find the source of the Mistamisk boulders, which a Virginia Mines report says averaged 64.9 g/t gold and 1.3% uranium across 70 boulders. This is the start of exploration spending on Sagar, the purpose of the recent financings; no drilling results yet.

drilling progress report

The company, now Uranium Star Corp., reported that its private placement, begun December 22, 2006, was completed January 12, 2007, with total gross proceeds of $8,072,500: 13,430,000 units (US$6,715,000) and 2,715,000 flow-through units (US$1,357,500), all at US$0.50. Each unit includes a warrant at US$0.75 for two years (half a warrant for flow-through units), plus broker warrants and cash commissions, so shareholders are diluted; proceeds are mainly for exploration on the Sagar property in Quebec. This is a further close in the series of financings since November 2006; it is not stated whether these totals include the earlier December closings.

capital raising announcement

The company changed its name from Yukon Resources Corp. to Uranium Star Corp. effective December 22, 2006, with its OTC Bulletin Board symbol becoming URST from January 3, 2007. Shareholders at the December 22 meeting also elected five directors (McKinnon, Schler, Nielsen, Butler, Wolfe), raised authorized shares from 75,000,000 to 125,000,000, and approved a possible re-incorporation in Minnesota, on which no action has been taken. The company also engaged Moore Stephens Cooper Molyneux LLP in Toronto as auditor for the year to June 30, 2007, replacing Manning Elliott LLP, which the filing says did not resign or decline re-election.

auditor change

On December 15, 2006 the company (still filing as Yukon Resources Corp.) closed a private placement of 5,000,000 units for US$2,500,000 and 950,000 flow-through units for US$475,000, all at US$0.50. It also closed another placement on December 13, 2006 with a different agent: 800,000 units for US$400,000 and 1,740,000 flow-through units for US$870,000. Each unit carries a warrant at US$0.75 (half a warrant for flow-through units) running to December 2008, plus broker warrants and commissions, so existing shareholders are diluted; proceeds are mainly for exploration on the Sagar property in Quebec, continuing the November 2006 raise.

capital raising announcement

On November 24, 2006 the company completed a private placement of 5,300,000 flow-through units at US$0.50 for gross proceeds of US$2,650,000, with Dundee Securities as agent. Each unit includes a half warrant exercisable at US$0.75 until November 24, 2008; the agent received 371,000 shares and broker warrants for 371,000 units. The company says proceeds are planned for exploration on the Sagar property in Quebec; the issue dilutes existing shareholders. The company's address is now Toronto.

capital raising announcement

On May 2, 2006 the company signed a binding letter of intent with Virginia Mines Inc. for an option to earn a 75% joint venture interest in the 200-claim Sagar property in the Labrador Trough, northern Quebec. It must issue 2,000,000 shares and 2,000,000 warrants (exercisable at $1.00 for 3 years) by May 15, 2006, subject to regulatory approval, and spend $2,000,000 on exploration by August 31, 2008. Virginia can sell its remaining 25% for 1,000,000 shares and warrants, and has a back-in right to 51% if a deposit of at least 500,000 ounces gold equivalent is found. The company's address also moved to Miami Beach, Florida and the signer changed to J. A. Kirk McKinnon, CEO.

material agreement

On March 10, 2006 the company signed a letter of intent with Apofas Ltd. for the right to acquire 100% of uranium claim reservations in Finland. It owes a non-refundable US$10,000 by March 31, 2006 and US$40,000 if it exercises its exclusive right once Finnish authorities approve the claims, plus 100,000 shares and 2,000 shares per approved square kilometre to consultants as a brokering fee. This opens a new Finland uranium thread alongside the Arizona option; the claim reservations were still awaiting Finnish approval.

material agreement

On February 10, 2006 the company signed a letter of intent with Rodinia Minerals for an option to earn a 75% interest in four uranium properties in Gila County, Arizona (Red Bluff, Middleton Mountain, Buckaroo Flats, Pendleton Mesa). To earn it, it must issue 1,000,000 shares and 500,000 warrants and pay US$50,000 by March 10, 2006, and spend US$500,000 on exploration within the first year, then at least US$150,000 per property by the second anniversary. The deal is still subject to board and TSX Venture Exchange approvals and a formal agreement.

material agreement