TORONTO, Dec. 05, 2017 (GLOBE NEWSWIRE) -- NextSource Materials Inc. (TSX:NEXT) (OTCQB:NSRC) (“NextSource” or the “Company”) is
pleased to announce the results of the Annual and Special Meeting of stockholders (the “Meeting”) held in Toronto,
Ontario, Canada on December 5, 2017.
As of the October 6, 2017, the record date for the Meeting, there were 460,995,711 common shares of the Company outstanding and
entitled to vote at the Meeting. Of this amount, there were 313,662,602 common shares represented in person or by proxy at the
Meeting.
All of the resolutions put forward at the Meeting were approved. The final voting results of the Meeting are set
out below:
(1) Election of Directors. The Company’s shareholders elected the following 6 nominees to the
Board. Each of the nominees will serve for a one-year term and hold office until the next annual meeting of shareholders, unless he
sooner ceases to hold office. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the
election of directors:
| Nominee |
|
For |
|
Withheld |
|
Abstain |
|
Broker
Non-Vote |
| John Sanderson |
|
97.7% |
|
2.3% |
|
- |
|
10.8% |
| Craig Scherba |
|
99.5% |
|
0.5% |
|
- |
|
10.8% |
| Quentin Yarie |
|
91.4% |
|
8.6% |
|
- |
|
10.8% |
| Robin Borley |
|
99.5% |
|
0.5% |
|
- |
|
10.8% |
| Dalton Larson |
|
98.3% |
|
1.7% |
|
- |
|
10.8% |
| Dean Comand |
|
99.5% |
|
0.5% |
|
- |
|
10.8% |
(2) Appointment of MNP LLP. The Company’s shareholders approved the appointment of MNP LLP as
the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2018 and authorization of the Board
to fix their remuneration. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to
the appointment of MNP LLP:
| For |
|
Withheld |
|
Abstain |
|
Broker Non-
Vote |
| 99.2% |
|
0.8% |
|
- |
|
- |
(3) Approval of the Share Consolidation. The Company’s shareholders approved an amendment to
the Company’s articles of incorporation or articles of continuance, as applicable, to be completed at the Board’s sole discretion,
to effect a share consolidation (reverse stock split) of the Company’s outstanding common 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 stockholder approval. The following
table sets forth the vote of the shareholders at the Annual Meeting with respect to the approval of the share consolidation and
corresponding amendment to our articles:
| For |
|
Against |
|
Abstain |
|
Broker Non-
Vote |
| 94.9% |
|
7.89% |
|
- |
|
0% |
(4) Approval of the Redomicile. The Company’s shareholders approved (i) the redomicile of
the Company from the State of Minnesota to Canada (the “Redomicile”); (ii) a plan of conversion relating to the Redomicile; (iii)
the filing of articles of conversion under the Minnesota Business Corporation Act and proposed articles of continuance of the
Company under the Canada Business Corporations Act; (iv) the replacement of the Company’s articles of incorporation with proposed
articles of continuance in connection with, and subject to the effectiveness of, the Redomicile; and (v) the adoption of new bylaws
of the Company to replace the Company’s existing bylaws in connection with, and subject to the effectiveness of, the Redomicile.
The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the approval of the
Redomicile:
| For |
|
Against |
|
Abstain |
|
Broker Non-
Vote |
| 80.8% |
|
19.2% |
|
- |
|
10.8% |
| |
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
Broker
Non-
Vote |
| 253,524,856 |
|
60,137,746 |
|
- |
|
33,911,592 |
| |
|
|
|
|
|
|
(5) Advisory Vote on Executive Compensation. The Company’s shareholders approved the non-binding
advisory resolution, commonly known as a “Say on Pay” proposal, regarding the compensation of the Company’s named executive
officers. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the advisory vote
on executive compensation:
| For |
|
Against |
|
Abstain |
|
Broker Non-Vote |
| 97.3% |
|
2.7% |
|
- |
|
10.8% |
Subsequent to the Meeting, the Board of Directors of the Company approved the appointments of the following directors and
executive officers:
- John Sanderson as Chairman of the Board
- Craig Scherba as President and Chief Executive Officer
- Marc Johnson as Treasurer and Chief Financial Officer
- Brent Nykoliation as Senior Vice President, Corporate Development
- Robin Borley as Senior Vice President, Mine Development
- Dean Comand (Chair), Dalton Larson and John Sanderson to the Audit Committee
- Quentin Yarie (Chair), Dalton Larson and John Sanderson to the Nomination Committee
- Dalton Larson (Chair), Dean Comand and John Sanderson to the Compensation Committee.
ABOUT NEXTSOURCE MATERIALS INC.
NextSource Materials Inc. is a mine development company based in Toronto, Canada, that is developing its
100%-owned Molo Graphite Project in southern Madagascar to expected production in 2018. The Molo Graphite Project is a
feasibility-stage, shovel-ready project and ranks as one of the largest-known and highest quality flake graphite deposits in the
world and the only project with SuperFlake® graphite.
For further information contact: +1.416.364.4911
Brent Nykoliation, SVP, Corporate Development at brent@nextsourcematerials.com or
Craig Scherba, President and CEO at craig@nextsourcematerials.com
