NSRCF 20-F DEF-14A Report June 30, 2019 | Alphaminr
NextSource Materials Inc.
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NSRCF 20-F Report ended June 30, 2019

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20-F 1 nsrcf_20f.htm 20-F Blueprint

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, 2019
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 Wellington Street West
Toronto, Ontario
Canada M5J 1H8
(Address of principal executive offices)

Craig Scherba , Telephone (416) 364-4911
1001-145 Wellington Street West, Toronto, Ontario Canada M5J 1H8
(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 par value
(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:
507,417,021 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, 2019 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, 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, 2019 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, 2019 is attached as Exhibit 99.4 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.
2

Cross Reference to Form 20-F
Item No.
Cross Reference to Form 20-F
Exhibit
Part I
Item 1
Identity of Directors, Senior Management and Advisers
99.4
Item 2
Offer Statistics and Expected Timetable
N/A
Item 3
Key Information
A. Selected financial data
99.2
B. Capitalization and indebtedness
N/A
C. Reasons for the offer and use of proceeds
N/A
D. Risk factors
99.1
Item 4
Information on the Company
A. History and development of the company
99.1
B. Business overview
99.1
C. Organizational structure
99.1
D. Property, plants and equipment
99.1 and 99.2
Item 4A
Unresolved Staff Comments
N/A
Item 5
Operating and Financial Review and Prospects
A. Operating results
99.2 and 99.3
B. Liquidity and capital resources
99.2 and 99.3
C. Research and development, patents and licenses, etc.
N/A
D. Trend information
99.1
E. Off-balance sheet arrangements
99.3
F. Tabular disclosure of contractual obligations
N/A
G. Safe harbor
99.1
Item 6
Directors, Senior Management and Employees
A. Directors and senior management
99.1 and 99.4
B. Compensation
99.1 and 99.4
C. Board practices
99.1 and 99.4
D. Employees
99.1 and 99.4
E. Share Ownership
99.1 and 99.4
Item 7
Major Shareholders and Related Party Transactions
A. Major shareholders
99.4 and 99.5
B. Related party transactions
99.1 and 99.2
C. Interests of experts and counsel
99.1
Item 8
Financial Information
A. Consolidated Statements and Other Financial Information
99.1 and 99.2
B. Significant changes
99.2
3
Item 9
The Offer and Listing
A. Offer and listing details
N/A
B. Plan of distribution
N/A
C. Markets
N/A
D. Selling shareholders
N/A
E. Dilution
N/A
F. Expenses of the issue
N/A
Item 10
Additional Information
A. Share Capital
99.1 and 99.2
B. Memorandum and articles of association
1.1 and 1.2
C. Material contracts
4.1, 4.2, 4.3, 4.4.1, 4.4.2, 4.5, 4.6, 4.7, 4.8
D. Exchange controls
N/A
E. Taxation
N/A
F. Dividends and paying agents
N/A
G. Statement by experts
99.1
H. Documents on display
99.1
I. Subsidiary information
N/A
Item 11
Quantitative and Qualitative Disclosures About Market Risk
N/A
Item 12
Description of Securities Other than Equity Securities
N/A
Part II
Item 13
Defaults, Dividend Arrearages and Delinquencies
N/A
Item 14
Material Modifications to the Rights of Security Holders and Use of Proceeds
N/A
Item 15
Controls and Procedures
99.3
Item 16
[Reserved]
Item 16A.
Audit committee financial expert
99.5
Item 16B.
Code of Ethics
11
Item 16C.
Principal Accountant Fees and Services
99.4
Item 16D.
Exemptions from the Listing Standards for Audit Committees
N/A
Item 16E.
Purchases of Equity Securities by the Issuer and Affiliated Purchases
N/A
Item 16F.
Change in Registrant’s Certifying Accountant
N/A
Item 16G.
Corporate Governance
N/A
Item 16H.
Mine Safety Disclosure
N/A
Part III
Item 17
Financial Statements
N/A
Item 18
Financial Statements
99.2
Item 19
Exhibits
Exhibit Index
4
EXHIBIT INDEX
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)
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)
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)
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)
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)
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)
Form of Warrant relating to private placement completed during October 2019.
Employment Agreement with Craig Scherba (Previously filed with our Annual Report on Form 10-K filed with the SEC on September 28, 2017).
Employment Agreement with Brent Nykoliation (Previously filed with our Annual Report on Form 10-K filed with the SEC on September 28, 2017).
Management Consulting Agreement with Marc Johnson (Previously filed with our Annual Report on Form 10-K filed with the SEC on September 28, 2017).
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.)
Code of Ethics and Business Conduct (Previously filed with our 20-F filed with the SEC on October 31, 2018).
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
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.
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.
Annual Information Form for the fiscal year ended June 30, 2019.
Audited Annual Consolidated Financial Statements for the fiscal year ended June 30, 2019.
Management's Discussion and Analysis for the fiscal year ended June 30, 2019.
Notice of Annual Meeting and Management Proxy Circular for the fiscal year ended June 30, 2019.
Additional Information.
5
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, 2019
By:
/s/ Marc Johnson
Name: Marc Johnson
Title: Chief Financial Officer
6
TABLE OF CONTENTS
Part IItem 1 Identity Of Directors, Senior Management and Advisers 99. 4Item 2 Offer Statistics and Expected Timetable N/aItem 3 Key InformationItem 4 Information on The CompanyItem 4A Unresolved Staff Comments N/aItem 5 Operating and Financial Review and ProspectsItem 6 Directors, Senior Management and EmployeesItem 7 Major Shareholders and Related Party TransactionsItem 8 Financial InformationItem 9 The Offer and ListingItem 10 Additional InformationItem 11 Quantitative and Qualitative Disclosures About Market Risk N/aItem 12 Description Of Securities Other Than Equity Securities N/aPart IIItem 13 Defaults, Dividend Arrearages and Delinquencies N/aItem 14 Material Modifications To The Rights Of Security Holders and Use Of Proceeds N/aItem 15 Controls and Procedures 99. 3Item 16 [reserved]Item 16A. Audit Committee Financial Expert 99. 5Item 16B. Code Of Ethics 11Item 16C. Principal Accountant Fees and Services 99. 4Item 16D. Exemptions From The Listing Standards For Audit Committees N/aItem 16E. Purchases Of Equity Securities By The Issuer and Affiliated Purchases N/aItem 16F. Change in Registrant S Certifying Accountant N/aItem 16G. Corporate Governance N/aItem 16H. Mine Safety Disclosure N/aPart IIIItem 17 Financial Statements N/aItem 18 Financial Statements 99. 2Item 19 Exhibits Exhibit Index

Exhibits

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 registrants 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). 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.