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NextSource Materials Inc. Regulatory Filings 2021

Sep 29, 2021

46104_rns_2021-09-29_6bff2630-5cba-4da3-903a-8ad193ffee37.pdf

Regulatory Filings

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FORM 51-102F3 MATERIAL CHANGE REPORT UNDER NATIONAL INSTRUMENT 51-102

Item 1. Name and Address of Company

NextSource Materials Inc. (“ NextSource ” or the “ Company ”) 130 King Street West, Exchange Tower Suite 1940 Toronto, Ontario, M5X 2A2 Canada

Item 2. Date of Material Change

July 7, 2021

Item 3. News Release

A news release was issued by the Company on July 7, 2021, through the facilities of Issuer Direct and was subsequently filed on SEDAR.

Item 4. Summary of Material Change

NextSource closed on US$8.0 million from the US$11.0 million royalty financing pursuant to the US$29.5 million investment agreement entered between the Company and Vision Blue Resources Limited on February 8, 2021.

Item 5. Full Description of Material Change

On July 7, 2021, NextSource announced it closed on US$8.0 million from the US$11.0 million in non-dilutive royalty financing by Vision Blue Resources (“Vision Blue”) in respect to the sales of SuperFlake® graphite concentrate from the Molo Graphite Project.

The royalty payment is part of the total US$29.5 million strategic investment by Vision Blue Resources announced on February 8, 2021. Vision Blue is a newly created battery commodity/resource-focused private investment company founded by Sir Mick Davis. The Company received US$8.0M in payment for the royalty, less a $1.5M fee, for a net payment of $6.5 million. Pursuant to the financing package terms, the remaining US$3.0 million in royalty financing will be advanced by Vision Blue upon the Company spending 80 percent of mine capital cost expenditures.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

Not applicable.

Item 8. Executive Officer

Marc Johnson Chief Financial Officer (416) 364-4911

Item 9. Date of Report

September 29, 2021.

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