NextSource Materials Inc. — Regulatory Filings 2021

Sep 29, 2021

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

May 19, 2021

Item 3. News Release

A news release was issued by the Company on May 19, 2021, through the facilities of Issuer Direct and was subsequently filed on SEDAR.

Item 4. Summary of Material Change

NextSource closed the second private placement of US$12.4 million 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 May 19, 2021, NextSource announced the closing of the second private placement (the “Second Private Placement”) pursuant to the US$29.5 million investment agreement (the “Investment Agreement”) entered between the Company and Vision Blue Resources Limited (“Vision Blue”) on February 8, 2021. Vision Blue is a newly created battery commodity/resourcefocused private investment company founded by Sir Mick Davis.

The Second Private Placement comprises a private placement of 232,142,857 units of the Company (the “Units”), consisting of 232,142,857 common shares in the capital of the Company and 232,142,857 common share purchase warrants (“Warrants”) of the Company. Each Unit was issued at a price of C$0.07 per Unit for gross proceeds of approximately US$12.4 million. Each Warrant will entitle Vision Blue to purchase one additional common share of the Company at a price of C$0.10 per share for a period of two years following the closing of Second Private Placement.

Early Warning Disclosure

On closing of the Second Private Placement, Vision Blue will own approximately 37.0% of the issued and outstanding common shares of NextSource, or approximately 49.4% on a partially diluted basis, based on the current issued and outstanding common shares of NextSource. The common shares acquired by Vision Blue will be subject to a 1-year lock-up from the closing of the Initial Private Placement with a periodic release schedule, which lock-up will terminate if the Second Private Placement does not occur for any reason. The Second Private Placement is subject to the approval of a majority of the shareholders of NextSource in accordance with the policies of the TSX at the Special Meeting.

Vision Blue acquired the Common Shares for investment purposes and intends to review its investment in NextSource on a continuing basis. Vision Blue may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction, over securities of NextSource through market transactions, private agreements, treasury issuances or otherwise. Vision Blue’s head office is located at Third Floor, 1 Le Truchot, St Peter Port, Guernsey GY1 1WD.

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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.