UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM 20-F





☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934





OR





☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934





For the
fiscal year ended June 30, 2020





OR





☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934





OR





☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934





Date of
event requiring this shell company
report ____________________________





For the
transition period
from_________________to______________





Commission
File Number: 000-05151





NEXTSOURCE MATERIALS INC.


(Exact
name of Registrant as specified in its charter)





Ontario, Canada


(Jurisdiction
of incorporation or organization)





130 King Street West, Exchange Tower Suite 1940


Toronto, Ontario


Canada M5X 2A2


(Address
of principal executive offices)





Craig Scherba, Telephone (416)
364-4911


130 King Street West, Exchange Tower Suite 1940,


Toronto, Ontario


Canada M5X 2A2


(Name,
telephone, e-mail and/or facsimile number and address of company
contact person)





Securities
registered or to be registered pursuant to section 12(b) of the
Act:
NoneSecurities
registered or to be registered pursuant to Section 12(g) of the
Act:
Common
Stock, $nil par value(Title of
Class)Securities for
which there is a reporting obligation pursuant to Section 15(d) of
the Act:
None(Title of
Class)The
number of outstanding shares of the issuer’s common stock as
of June 30, 2020:
536,494,789
shares





Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.  Yes
☐  No ☒





If this
report is an annual or a transition report, indicate by check mark
if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934.
    Yes ☐  No
☒





Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.    Yes
☒    No ☐





Indicate
by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
    Yes ☒ 
     No
☐





Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule
12b-2 of the Exchange Act. (Check one):





Large
accelerated filer ☐
Accelerated
filer ☐
Non-accelerated
filer ☒
Emerging
growth Company ☐





If an
emerging growth company that prepares its financial statements in
accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards†
provided pursuant to Section 13(a) of the Exchange Act.
☐





Indicate
by check mark which basis of accounting the registrant has used to
prepare the financial statements included in this
filing:





U.S.
GAAP ☐
International
Financial Reporting Standards
by
the International Accounting Standards Board ☒
Other  ☐





If
“Other” has been checked in response to the previous
question, indicate by check mark which financial statement item the
registrant has elected to follow.


Item
17 ☐    Item 18 ☐





If this
is an annual report, indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).
    Yes ☐
     No ☒











ANNUAL INFORMATION FORM,


AUDITED ANNUAL CONSOLIDATED FINANCIAL STATEMENTS


AND MANAGEMENT DISCUSSION AND ANALYSIS





Annual Information Form


The Registrant’s Annual Information Form for the fiscal year
ended June 30, 2020 is attached as Exhibit 99.1 to this Annual
Report on Form 20-F and is incorporated herein by
reference.





Audited Annual Consolidated Financial Statements


The Registrant’s audited annual consolidated financial
statements for the fiscal year ended June 30, 2020, including the
report of the independent registered public accounting firm with
respect thereto, are attached as Exhibit 99.2 to this Annual Report
on Form 20-F and are incorporated herein by
reference.





Management’s Discussion and Analysis


The Registrant’s Management’s Discussion and Analysis
for the fiscal year ended June 30, 2020 is attached as Exhibit 99.3
to this Annual Report on Form 20-F and is incorporated herein by
reference.





Notice of Annual Meeting and Management Proxy Circular


The Registrant's Notice of Annual Meeting and Management Proxy
Circular for the fiscal year ended June 30, 2020 is attached as
Exhibit 99.4 and 99.4.1 to this Annual Report on Form 20-F and is
incorporated herein by reference.





Additional Information


An Additional Information document is attached as Exhibit 99.5 to
this Annual Report on Form 20-F and is incorporated herein by
reference.





Cross Reference to Form 20-F





Item No.
Cross Reference to Form 20-F
ExhibitPart IItem 1
Identity of Directors, Senior Management and Advisers
99.4Item 2
Offer Statistics and Expected Timetable
N/AItem 3
Key InformationA. Selected financial data
99.2B. Capitalization and indebtedness
N/AC. Reasons for the offer and use of proceeds
N/AD. Risk factors
99.1Item 4
Information on the CompanyA. History and development of the company
99.1B. Business overview
99.1C. Organizational structure
99.1D. Property, plants and equipment
99.1 and 99.2Item 4A
Unresolved Staff Comments
N/AItem 5
Operating and Financial Review and ProspectsA. Operating results
99.2 and 99.3B. Liquidity and capital resources
99.2 and 99.3C. Research and development, patents and licenses,
etc.
N/AD. Trend information
99.1E. Off-balance sheet arrangements
99.3F. Tabular disclosure of contractual obligations
N/AG. Safe harbor
99.1Item 6
Directors, Senior Management and EmployeesA. Directors and senior management
99.1 and 99.4B. Compensation
99.1 and 99.4C. Board practices
99.1 and 99.4D. Employees
99.1 and 99.4E. Share Ownership
99.1 and 99.4Item 7
Major Shareholders and Related Party TransactionsA. Major shareholders
99.4 and 99.5B. Related party transactions
99.1 and 99.2C. Interests of experts and counsel
99.1Item 8
Financial InformationA. Consolidated Statements and Other Financial
Information
99.1 and 99.2B. Significant changes
99.2Item 9
The Offer and ListingA. Offer and listing details
N/AB. Plan of distribution
N/AC. Markets
N/AD. Selling shareholders
N/AE. Dilution
N/AF. Expenses of the issue
N/A











Item 10
Additional InformationA. Share Capital
99.1 and 99.2B. Memorandum and articles of association
1.1 and 1.2C. Material contracts
4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8D. Exchange controls
N/AE. Taxation
N/AF. Dividends and paying agents
N/AG. Statement by experts
99.1H. Documents on display
99.1I. Subsidiary information
N/AItem 11
Quantitative and Qualitative Disclosures About Market
Risk
N/AItem 12
Description of Securities Other than Equity Securities
N/APart IIItem 13
Defaults, Dividend Arrearages and Delinquencies
N/AItem 14
Material Modifications to the Rights of Security Holders and Use of
Proceeds
N/AItem 15
Controls and Procedures
99.3Item 16
[Reserved]Item 16A.
Audit committee financial expert
99.5Item 16B.
Code of Ethics
11Item 16C.
Principal Accountant Fees and Services
99.4Item 16D.
Exemptions from the Listing Standards for Audit
Committees
N/AItem 16E.
Purchases of Equity Securities by the Issuer and Affiliated
Purchases
N/AItem 16F.
Change in Registrant’s Certifying Accountant
N/AItem 16G.
Corporate Governance
N/AItem 16H.
Mine Safety Disclosure
N/APart IIIItem 17
Financial Statements
N/AItem 18
Financial Statements
99.2Item 19
Exhibits
Exhibit Index











EXHIBIT INDEX





1.1
 Articles of
Continuance of NextSource Materials Inc., dated December 27, 2017
(Previously filed with our 20-F filed with the SEC on October 31,
2018)


1.2
 By-Law No. 1 of
NextSource Materials Inc., dated December 27, 2017 (Previously
filed with our 20-F filed with the SEC on October 31,
2018)


4.1
 Amended and
Restated Stock Option Plan of NextSource Materials, Inc.
(Incorporated by reference to the registrant’s current report
on Form 8-K as filed with the SEC on October 16, 2013)


4.2
 Stock Option Plan
of NextSource Materials, Inc. (Incorporated by reference to
Appendix B to Schedule 14A as filed with the SEC on November 14,
2016)


4.3.1
 Form of Warrant
relating to private placement completed during August 2018
(Previously filed with our 20-F filed with the SEC on October 31,
2018)


4.3.2
 Form of Warrant
relating to private placement completed during October 2019
(Previously filed with our 20-F filed with the SEC on November 13,
2019)


4.3.3
 Form of Warrant
relating to private placement completed during July
2020


4.5
 Employment
Agreement with Craig Scherba (Previously filed with our Annual
Report on Form 10-K filed with the SEC on September 28,
2017)


4.6
 Employment
Agreement with Brent Nykoliation (Previously filed with our Annual
Report on Form 10-K filed with the SEC on September 28,
2017)


4.7
 Management
Consulting Agreement with Marc Johnson (Previously filed with our
Annual Report on Form 10-K filed with the SEC on September 28,
2017)


4.8
 Management
Consulting Agreement with Robin Borley (Previously filed with our
Annual Report on Form 10-K filed with the SEC on September 28,
2017)


8
 List of
Subsidiaries (see “Corporate Structure” on page 4 of
the Annual Information Form for the fiscal year ended June 30, 2019
filed hereto as Exhibit 99.1.)


11
 Code of Ethics and
Business Conduct (Previously filed with our 20-F filed with the SEC
on October 31, 2018).


12.1
 Certification of
the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934.


12.2
 Certification of
the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934.


13.1
 Certification of
the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.


13.2
 Certification of
the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.


99.1
 Annual Information
Form for the fiscal year ended June 30, 2020.


99.2
 Audited Annual
Consolidated Financial Statements for the fiscal year ended June
30, 2020.


99.3
 Management's
Discussion and Analysis for the fiscal year ended June 30,
2020.


99.4
 Notice of Annual
Meeting and Management Proxy Circular for the fiscal year ended
June 30, 2020.


99.4.1
 Management Proxy
Circular for the fiscal year ended June 30, 2020 Appendix
C


99.5
 Additional
Information.











The registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly caused
and authorized the undersigned to sign this annual report on its
behalf.








NEXTSOURCE MATERIALS INC.,Dated: December 4,
2020
By:
/s/ Marc
JohnsonName:
Marc
JohnsonTitle:
Chief Financial
Officer