NextSource Materials Inc. — Proxy Solicitation & Information Statement 2021

Apr 16, 2021

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NEXTSOURCE MATERIALS INC. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

I am pleased to give you notice that a special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (the “ Shares ”) of NextSource Materials Inc. (the “ Company ”) will be held in a virtual-only format, which will be conducted via - live audio webcast available online using https://virtual meetings.tsxtrust.com/1110 on May 17, 2021 at 10:00 a.m. (Toronto time) for the following purposes:

1. To approve, in accordance with the policies of the Toronto Stock Exchange, a resolution, the full text of which is set forth in Appendix B to the accompanying Circular, authorizing the Company to issue, on a private placement basis, 232,142,857 units of the Company (the “ Units ”), consisting of 232,142,857 common shares in the capital of the Company (the “ Shares ”) and 232,142,857 common share purchase warrants of the Company (the “ Warrants ”), to Vision Blue Resources Limited (“ Vision Blue ”), at a price of C$0.07 per Unit for gross proceeds of approximately US$12.4 million, pursuant to the investment agreement dated February 8, 2021 entered into between the Company and Vision Blue, as the same may be amended, supplemented or otherwise modified in accordance with the terms therein (the “ Second Private Placement ”).

2. To transact other business as may properly come before the Meeting or any adjournments thereof.

Particulars of the Second Private Placement are set forth in the accompanying management information circular of the Company dated April 6, 2021 (the “ Circular ”). The Board of Directors has fixed the close of business on April 5, 2021 as the record date for the Meeting. Only Registered Shareholders at such time are entitled to notice of, and to vote at, the Meeting.

The Company will be using the notice-and-access model provided under National Instrument 51-102 – Continuous Disclosure Obligations and National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ Notice and Access ”) for the delivery of the Circular and other related materials of the Meeting (the “ Meeting Materials ”) to Shareholders. Under Notice and Access, instead of receiving printed copies of the Meeting Materials, Shareholders receive a package in the mail containing: (i) information on the Meeting date, location and purpose; (ii) a form of proxy or voting instruction form so Shareholders can vote their Shares; and (iii) information on how they may electronically access the Meeting Materials. However, the Company will mail paper copies of the Meeting Materials to those Registered and Non-Registered Shareholders who have previously elected to receive paper copies of the Meeting Materials. The Meeting Materials will be available at https://docs.tsxtrust.com/2084 on or about April 16, 2021 and will remain on the website for one full year thereafter. Meeting Materials are also available upon request, without charge, by e-mail at TMXEInvestorServices@tmx.com or by calling toll-free 1-866-600-5869, or can be accessed online on SEDAR at www.sedar.com on or about April 16, 2021.

ALL SHAREHOLDERS ARE ENCOURAGED TO VOTE IN ADVANCE USING THE FORM OF PROXY/VOTING INSTRUCTION FORM OR USING VOTEPROXYONLINE.COM.

If you hold your Shares directly (that is, as a “ Registered Shareholder ”), complete, date, sign and return the accompanying form of proxy in the enclosed envelope to the TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, Canada, M5H 4H1, Attention: Proxy Department, by 10:00 a.m. (Toronto time) on May 13, 2021. If you hold your Shares in "street name" (that is, as a “ Non-Registered Shareholder ”), complete, date and sign the voting instruction form that has been provided by your broker, bank or other nominee and return it in the enclosed envelope in accordance with the instructions provided by your broker, bank or other nominee. You can also submit your proxy votes online through voteproxyonline.com and using the control number that will be provided on the form of proxy/voting instruction form.

Any Shareholder that would like to attend the Meeting can join ELECTRONICALLY by logging into the live audio webcast - available online using https://virtual meetings.tsxtrust.com/1110 . Registered Shareholders that attend electronically and that have not already voted by proxy will be permitted to vote their Shares during the Meeting by voting when prompted during the Meeting.

The Meeting for which this notice is given may be adjourned without further notice other than announcement at the Meeting or any adjournment thereof. Any business for which notice is hereby given may be transacted at any such adjourned Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Craig Scherba”

Craig Scherba, President and Chief Executive Officer