NextSource arranges $24.99-million private placement

Mr. Brent Nykoliation reports NEXTSOURCE MATERIALS ANNOUNCES C$25 MILLION LIFE OFFERING TO ADVANCE UAE BATTERY ANODE FACILITY NextSource Materials Inc. has engaged Stifel Canada as lead agent and sole bookrunner and Maxim Group LLC as co-agent, in connection with a best-efforts private placement of 58,823,500 units of the company at a price of 42.5 cents per unit for aggregate gross proceeds of $24,999,987.50. Each unit will consist of one common share of the company and one-half of one common share purchase warrant of the company. Each warrant will be exercisable to acquire one common share at an exercise price of 55 cents per common share for a period beginning 61 days following the closing date (as defined below) and expiring three years following the closing date. The net proceeds from the offering are expected to be used to advance the United Arab Emirates battery anode facility, update the Molo technical report and for general corporate purposes as disclosed in the offering document. Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the units will be offered for sale to purchasers resident in each of the provinces of Canada, except Quebec, and/or other jurisdictions outside of Canada pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. As the offering is being completed pursuant to the listed issuer financing exemption, the units issued pursuant to the offering will not be subject to a hold period pursuant to applicable Canadian securities laws. There is an offering document related to the offering that can be accessed under the company's issuer profile on SEDAR+ at www.sedarplus.ca and on the company's website. Prospective investors should read the offering document before making an investment decision. The company is party to an investment agreement with Vision Blue Resources Ltd., pursuant to which, among other things, the company granted Vision Blue a contractual right to participate in equity financings on the same terms as such financings to maintain its ownership percentage in the company. The company will provide the necessary notice to Vision Blue in accordance with the terms of the investment agreement. Although no assurance can be provided, the company anticipates that Vision Blue will participate in the offering to maintain their pro rata equity interest in the company. The company has also entered into an amended and restated loan facility with Vision Blue, which increased the maximum capacity under the existing facility from $30-million (U.S.) to $50-million (U.S.). Drawdowns remain at the discretion of Vision Blue and there is no assurance that additional advances will be available to the company under the amended facility. However, the company expects that, at closing of the offering, the company and Vision Blue will enter into a consent agreement, under which Vision Blue will commit to advancing $5-million (U.S.) under the amended facility subject to the satisfaction of certain conditions precedent and will extend the maturity date under the amended facility to the date that is 12 months following the closing date. The offering is scheduled to close on or about Feb. 24, 2026, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the Toronto Stock Exchange. Related party transaction Vision Blue holds 47.5 per cent of the company's issued and outstanding shares (47.5 per cent on a partially diluted basis). Accordingly, the amended facility constitutes a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is not required to obtain a formal valuation in respect of the amended facility. The company is exempt from the need to obtain minority shareholder approval per Subsection 5.7(1)(f) of MI 61-101 as the amended facility is on reasonable commercial terms that are not less advantageous to the company than if the amended facility were obtained from a person dealing at arm's length with the company and the amended facility is not convertible, directly or indirectly, into equity of the company or a subsidiary of the company. The board of directors of NextSource, with the exception of Mick Davis (being a director of Vision Blue), who declared his interest and recused himself, unanimously approved the amended facility. About NextSource Materials Inc. NextSource Materials is a battery materials company based in Toronto, Canada, that is intent on becoming a vertically integrated global supplier of battery materials through the mining and value-added processing of graphite and other minerals. The company's Molo graphite project in Madagascar is one of the largest known and highest-quality graphite resources globally, and the only one with SuperFlake graphite. The Molo mine has begun production through phase 1 mine operations. The company is also developing a significant downstream graphite value-add business through the staged rollout of battery anode facilities (BAFs) capable of large-scale production of coated, spheronized and purified graphite for direct delivery to battery and automotive customers, in a fully transparent and traceable manner. The company is now in the process of developing its first BAF in the United Arab Emirates. NextSource Materials is listed on the TSX under the symbol NEXT and on the OTCQB under the symbol NSRCF. We seek Safe Harbor.