NextSource arranges $24.99-million private placement

Executive Summary

• NextSource Materials Inc. announced a C$25 million life offering (private placement) of 58,823,500 units to advance its UAE battery anode facility.
• The offering is being led by Stifel Canada and Maxim Group LLC, with net proceeds designated for the UAE facility, updating the Molo technical report, and general corporate purposes.
• Concurrently, the company entered into an amended and restated loan facility with related party Vision Blue Resources Ltd., increasing the facility's maximum capacity from $30 million to $50 million USD, with an expected $5 million drawdown upon closing.

Key Details

• Transaction Structure: Best-efforts private placement of 58,823,500 units.
• Price: 42.5 cents per unit.
• Gross Proceeds: $24,999,987.50 (approx. C$25 million).
• Unit Composition: Each unit consists of one common share and one-half of one common share purchase warrant.
• Warrant Terms:
  • Exercise Price: 55 cents per common share.
  • Exercise Period: Begins 61 days following the closing date.
  • Expiration: Three years following the closing date.
• Use of Proceeds: Advancing the United Arab Emirates battery anode facility, updating the Molo technical report, and general corporate purposes.
• Regulatory Exemption: Offered pursuant to the listed issuer financing exemption under National Instrument 45-106 (Part 5A). Units are not subject to a hold period.
• Related Party Participation: Vision Blue Resources Ltd. holds 47.5% of the company's shares and has a contractual right to participate in equity financings to maintain its ownership percentage. The company anticipates Vision Blue will participate pro rata.
• Amended Loan Facility:
  • Counterparty: Vision Blue Resources Ltd.
  • Increased Capacity: From $30 million USD to $50 million USD.
  • Expected Drawdown: $5 million USD committed by Vision Blue upon closing, subject to conditions precedent.
  • Maturity Extension: Extended to 12 months following the closing date.
  • Approval: Unanimously approved by the Board of Directors (with Director Mick Davis recusing himself).
• Closing Date: Scheduled on or about Feb. 24, 2026.
• Conditions: Subject to regulatory approvals, including the Toronto Stock Exchange.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.