nsrcf_ex991
NEXTSOURCE
MATERIALS INC.
145
Wellington Street West, Suite 1001, Toronto, Ontario, Canada M5J
1H8
NOTICE
OF THE 2018 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
I am
pleased to give you notice that the 2018 annual and special meeting
(the “Meeting”)
of holders (the “Shareholders”) of common shares
(the “Shares”)
of NextSource Materials Inc. (the “Company”) will be held at the
Company offices at 145 Wellington Street West, Suite 1001, Toronto,
Ontario, Canada, M5J 1H8 on December 4, 2018 at 10:00 a.m. (Toronto
time) for the following purposes:
1.
To receive the
financial statements of the Company for the fiscal year ended June
30, 2018 and the Auditors’ Report thereon.
2.
To elect six
directors of the Company, each to hold their offices until the next
annual meeting of the Shareholders or until their successors have
been duly elected and qualified or until the earlier of their
resignation, removal or death. The
Board of Directors recommends that Shareholders vote
“FOR” each Director.
3.
To approve the
appointment of MNP LLP, Chartered Accountants, as the
Company’s auditors for the fiscal year ending June 30, 2019
and to authorize the Board of Directors to fix their remuneration.
The Board of Directors recommends
that the Shareholders vote “FOR” this
proposal.
4.
To approve an
amendment to the articles of continuance of the Company, to be
completed at the Board’s sole discretion, to effect a share
consolidation (reverse stock split) of the Company’s
outstanding Shares in a ratio of between one-for-five and
one-for-ten at any time prior to the one year anniversary of the
Meeting, without further Shareholder approval; provided that all
fractional Shares as a result of the split shall be automatically
rounded up to the next whole Share. The Board of Directors recommends that the
Shareholders vote “FOR” this
proposal.
5.
To ratify, confirm
and approve, in accordance with the policies of the Toronto Stock
Exchange, the new 10% rolling stock option plan of the Company.
The Board of Directors recommends
that the Shareholders vote “FOR” this
proposal.
6.
To transact other
business as may properly come before the Meeting or any
adjournments thereof.
Particulars of the
foregoing matters are set forth in the accompanying management
information circular of the Company dated October 22, 2018 (the
“Circular”).
The
Board of Directors has fixed the close of business on October 18,
2018 at 5:00 p.m. (Toronto time) as the record date for the
Meeting. Only Shareholders of record at such time are entitled to
notice of, and to vote at, the Meeting.
Regardless of the
number of Shares you own or whether you plan to attend the Meeting,
it is important that your Shares be voted. If you hold your Shares
in "street name" (that is, through a broker, bank or other
nominee), 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. If you hold your Shares directly and
will attend the Meeting, remember to bring a form of personal
identification with you and, if acting as a proxy for another
Shareholder, bring written confirmation from that Shareholder that
you are acting as a proxy. If you hold your Shares in "street name"
and will attend the Meeting, bring a form of personal
identification with you and proof of beneficial
ownership.
Shareholders who
are unable to attend the Meeting in person are requested to
complete, date, sign and return the accompanying form of proxy in
the enclosed return envelope. All instruments appointing proxies to
be used at the Meeting or at any adjournment thereof must be
delivered to the TSX Trust Company, 100 Adelaide Street West, Suite
301, Toronto, Ontario, Canada, M5H 4H1, Attention: Proxy Department
, by 10:00 a.m. ET on November 30, 2018.
The
Company will be using the notice-and-access model provided under
National Instrument 54-101 – Communication with Beneficial Owners of
Securities of a Reporting Issuer (“Notice and Access”) for the
delivery of the Circular, the financial statements of the Company
for the fiscal year ended June 30, 2018, and other related
materials of the Meeting (the “Meeting Materials”) to
Shareholders.
The
Meeting Materials will be available at
https://docs.tsxtrust.com/2084 on or about November 2, 2018 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 November 2, 2018.
To
receive the Meeting Materials in advance of the proxy deposit date
and Meeting date, requests for printed copies must be received at
least five business days (i.e. by November 23, 2018) in advance of
the proxy deposit date and time set out in the accompanying form of
proxy or voting instruction form. Shareholders may make this
request by following the instructions on their voting instruction
form or form of proxy.
The
Company will mail paper copies of the Meeting Materials to those
registered and beneficial shareholders who have previously elected
to receive paper copies of the Meeting Materials. All other
Shareholders will receive a notice and access notification, which
will contain information on how they may access the Meeting
Materials electronically in advance of 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