NextSource Materials Inc. — Regulatory Filings 2021

Apr 16, 2021

Nextsource Materials Inc. (the “Company”)

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FORM OF PROXY (“PROXY”)

Special Meeting

May 17, 2021 at 10:00 a.m. (Toronto Time) - Virtual Meeting: https://virtual meetings.tsxtrust.com/1110 Meeting ID: 1110 (the “Meeting”)

RECORD DATE: CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY:

April 5, 2021

May 13, 2021 at 10:00 a.m. (Toronto Time)

VOTING METHOD

FILING DEADLINE FOR PROXY: May 13, 2021 at 10:00 a.m. (Toronto Time)	FILING DEADLINE FOR PROXY: May 13, 2021 at 10:00 a.m. (Toronto Time)
**VOTING METHOD **
INTERNET	Go towww.voteproxyonline.comand enter the 12 digit control numberabove
FACSIMILE	416-595-9593
MAIL	TSX Trust Company 301 - 100 Adelaide Street West, Toronto, Ontario,M5H 4H1

The undersigned hereby appoints Craig Scherba , whom failing Marc Johnson (the “Management Nominees”), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Approval of the Second Private Placement

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”).

FOR AGAINST

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This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s) Date (MM/DD/YYYY)

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Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

3. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

4. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

Notice-and-Access

The Canadian securities regulators have adopted rules which permit the use of notice-and-access for proxy solicitation instead of the traditional physical delivery of material. This new process provides the option to post meeting related materials including management information circulars as well as annual financial statements and management’s discussion and analysis, on a website in addition to SEDAR. Under notice-and-access, meeting related materials will be available for viewing for up to 1 year from the date of posting and a paper copy of the material can be requested at any time during this period.

Disclosure regarding each matter or group of matters to be voted on is in the Information Circular in the Section with the same title as each Resolution on the reverse. You should review the Information Circular before voting.

Nextsource Materials Inc. has elected to utilize notice-and-access and provide you with the following information:

Meeting materials are available electronically at www.sedar.com and also at https://docs.tsxtrust.com/2084

If you wish to receive a paper copy of the Meeting materials or have questions about notice-and-access, please call 1-866-600-5869 or email TMXEInvestorServices@tmx.com. In order to receive a paper copy in time to vote before the meeting, your request should be received by May 6, 2021.

1. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Company.

2. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Company.

3. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies , noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

4. If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

5. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

Investor inSite

TSX Trust Company offers at no cost to security holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable security holder forms and Frequently Asked Questions.

To register, please visit www.tsxtrust.com/investorinsite

Click on, “ Register ” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.

www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL

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