Exhibit 99.3




















NextSource Materials Inc.





Management’s Discussion and Analysis (MD&A)





For the
years ended June 30, 2019 and 2018





Expressed
in US Dollars











1
  NEXTSOURCE MATERIALS INC.
 MANAGEMENT’S DISCUSSION AND ANALYSIS
 For the years ended June 30, 2019 and June 30, 2018


Introduction





This
Management’s Discussion and Analysis (MD&A) is intended
to help the reader understand NextSource Materials Inc.’s
operations, financial performance, financial condition and business
plans.





This
MD&A, which has been prepared as of September 9, 2019, should
be read in conjunction with NextSource’s consolidated
financial statements for the years ended June 30, 2019 and
2018.





The
consolidated financial statements have been prepared in accordance
with International Financial Reporting Standards
(“IFRS”) issued by International Accounting Standards
Board (“IASB”). The presentation and functional
currency of the Company is the US dollar.





References
to “NextSource”, “Company”,
“we”, “us”, “our”, refer to
NextSource Materials Inc. and its consolidated subsidiaries unless
the context indicates otherwise. All amounts are in US dollars,
unless otherwise indicated. The term “NSR” stands for
net smelter royalty. The term “tpa” stands for tonnes
per annum.





Qualified Person





Craig
Scherba, P.Geo., the Company’s President and Chief Executive
Officer is the Qualified Person, as defined by NI 43-101, who has
reviewed and approved the technical information disclosed in this
MD&A.





CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION





Certain
statements contained in this MD&A constitute forward-looking
information within the meaning of applicable Canadian securities
legislation. Generally, forward-looking information can be
identified by the use of forward-looking terminology such as
“plans,” “expects,” or “does not
expect,” “is expected,” “budget,”
“scheduled,” “goal,”
“estimates,” “forecasts,”
“intends,” “anticipates,” or “does
not anticipate,” or “believes” or variations of
such words and phrases or statements that certain actions, events
or results “may,” “could,”
“would,” “might,” or “will be
taken,” “occur,” or “be
achieved”.





Forward-looking
information includes, but is not limited to, information with
respect to certain expectations regarding obtaining necessary
permits; construction timelines and costs; anticipated production
volumes; anticipated operating costs and capital spending; supply,
demand and pricing outlook in the graphite market; sources of
funding for the Molo Graphite Project and the Green Giant Vanadium
Project; exploration drill results; metallurgical drill results;
environmental assessment and rehabilitation costs and amounts of
certain other commitments; and the Corporation’s business
objectives and targeted milestones (and timing
thereof).





Forward-looking
information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity, performance or achievements of the Corporation to be
materially different from those expressed or implied by such
forward-looking information. Such factors include, among others;
negative operating cash flow; the Corporation’s ability to
continue as a going concern; development projects are uncertain,
and it is possible that actual capital and operating costs and
economic returns will differ significantly from those estimated for
a project prior to production; the Corporation’s development
and exploration projects are in the African country of Madagascar
and are subject to country political and regulatory risks;
dependence on the Molo Graphite Project; additional permits and
licenses are necessary to complete the development of the Molo
Graphite Project; mining companies are increasingly required to
consider and provide benefits to the communities and countries in
which they operate, and are subject to extensive environmental,
health and safety laws and regulations; fluctuations in the market
price of graphite and other metals may adversely affect the value
of the Corporation’s securities and the ability of the
Corporation to develop the Molo Graphite Project; the Corporation
may not have access to sufficient capital to develop the Molo
Graphite Project; the Corporation has a limited operating history
and expects to incur operating losses for the foreseeable future;
due to the speculative nature of mineral property exploration,
there is substantial risk that the Corporation’s assets will
not go into commercial production and the business will fail;
estimates of mineral resources and mineral reserves may not be
realized; because of the inherent dangers involved in mineral
exploration, there is a risk that the Corporation may incur
liability or damages as the Corporation conducts business; the
Corporation has no insurance for environmental problems; should the
Corporation lose the services of key executives, the
Corporation’s financial condition and proposed expansion may
be negatively impacted; because access to the Corporation’s
properties may be restricted by inclement weather or proper
infrastructure, its exploration programs are likely to experience
delays; climate change and related regulatory responses may impact
the Corporation’s business; compliance with changing
regulation of corporate governance and public disclosure will
result in additional expenses and pose challenges for management;
tax risks; the Corporation’s business is subject to
anti-corruption and anti-bribery laws, a breach or violation of
which could lead to civil and criminal fines and penalties, loss of
licenses or permits and reputational harm; the Corporation does not
intend to pay dividends; because from time to time the Corporation
holds a significant portion of cash reserves in Canadian dollars,
the Corporation may experience losses due to foreign exchange
translations; the Corporation is exposed to general economic
conditions, which could have a material adverse impact on its
business, operating results and financial condition; the current
financial environment may impact the Corporation’s business
and financial condition that cannot predict; the market price for
the Common Shares is particularly volatile given the
Corporation’s status as a relatively unknown company with a
small and thinly traded public float, limited operating history and
lack of profits which could lead to wide fluctuations in the market
price for the Common Shares; and the Corporation’s ability to
meet other factors listed from time to time in the
Corporation’s continuous disclosure documents, including but
not limited to, the AIF.





2
  NEXTSOURCE MATERIALS INC.
 MANAGEMENT’S DISCUSSION AND ANALYSIS
 For the years ended June 30, 2019 and June 30, 2018





Forward-looking
information is based on the reasonable assumptions, estimates,
analysis and opinions of management and/or “qualified
persons” (as such term is defined under National Instrument
43-101 – Standards of Disclosure for Mineral Projects
(“”NI 43-101”)) made in light of their experience
and their perception of trends, current conditions and expected
developments, as well as other factors that management and/or
qualified persons believe to be relevant and reasonable in the
circumstances at the date that such statements are made, but which
may prove to be incorrect. Although the Corporation believes that
the assumptions and expectations reflected in such forward-looking
information are reasonable, undue reliance should not be placed on
forward-looking information because the Corporation can give no
assurance that such expectations will prove to be correct. In
addition to the assumptions discussed herein the material
assumptions upon which such forward-looking statements are based
include, among others, that: the Corporation will be successful in
its financing activities; the demand for graphite will develop as
anticipated; graphite prices will remain at or attain levels that
would render the Molo Graphite Project potentially economic; that
any proposed operating and capital plans will not be disrupted by
operational issues, title issues, loss of permits, environmental
concerns, power supply, labour disturbances, financing requirements
or adverse weather conditions; the Corporation will continue to
have the ability to attract and retain skilled staff; and there are
no material unanticipated variations in the cost of energy or
supplies. Readers are cautioned that the foregoing list is not
exhaustive of all factors and assumptions which may have been used.
Although the Corporation has attempted to identify important
factors that could cause actual results to differ materially from
those contained in forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such information will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such information.
Accordingly, readers should not place undue reliance on
forward-looking information. The forward-looking information
contained herein is presented for the purposes of assisting
investors in understanding the Corporation’s expected
financial and operating performance and the Corporation’s
plans and objectives and may not be appropriate for other
purposes.





The
Corporation does not undertake to update any forward-looking
information, except in accordance with applicable securities
laws.





Core Business and Objectives





NextSource
Materials Inc. (the "Company" or “NextSource”) was
continued under the Canada Business Corporations Act and has a
fiscal year end of June 30. The Company's registered head office
and primary location of records is 145 Wellington Street West,
Suite 1001, Toronto, Ontario, M5J 1H8.





The
Company's principal business is the acquisition, exploration and
development of mineral resources. The Company does not operate any
mines and has not initiated construction on any mines. The Company
has yet to generate any revenue from mining operations or pay
dividends and is unlikely to do so in the immediate or foreseeable
future. The Company accepts the risks which are inherent to mineral
exploration programs and the exposure to the cyclical nature of
mineral prices. These risks are discussed in the Risk Factors section of this
report.





Principal Products





The
Company is currently focused on developing a graphite
mine.





The
Company, through a wholly owned foreign subsidiary, obtained a
mining permit and environmental certificate for its Molo Graphite
Project in Madagascar. Although the Company released a NI 43-101
Technical Report Feasibility Study dated July 13, 2017 that
concluded that Phase 1 of the Molo Graphite Project contains
mineralization that is economically recoverable, the Company does
not have the necessary capital to begin construction at this
time.





In
addition to the Molo Graphite Project, NextSource has 100%
ownership of its NI 43-101 compliant Green Giant Vanadium Project,
located just 11 kilometres from the Molo Project. The Green Giant
Project is a rarely occurring, sedimentary-hosted
deposit.





Competitive Conditions





The
mineral exploration and mining business are highly competitive. We
compete with numerous other companies and individuals in the search
for and the acquisition of financially attractive mineral
properties. Our ability to acquire precious metal mineral
properties in the future will depend not only on our ability to
develop our present properties, but also on our ability to select
and acquire suitable producing properties or prospects for precious
metal development or mineral exploration.





In
addition, we also compete with other companies over retaining
skilled experienced workers and sourcing raw materials and supplies
used in connection with eventual development and mining
operations.





Foreign Operations





Our
foreign operations are exposed to various levels of political,
economic and social risks and uncertainties. These risks and
uncertainties vary from country to country and include, but are not
limited to: terrorism; hostage taking; military repression;
expropriation; political corruption, extreme fluctuations in
currency exchange rates; high rates of inflation; labour unrest;
war or civil unrest; renegotiation or termination of existing
concessions, licenses, permits and contracts; ability of
governments to unilaterally alter agreements; surface land access
issues; illegal mining; changes in taxation policies, laws and
regulations; restrictions on foreign exchange and repatriation; and
changing political conditions, currency controls and governmental
regulations that favor or require the awarding of contracts to
local contractors or require foreign contractors to employ citizens
of, or purchase supplies from, a particular jurisdiction. Any
changes in regulations or shifts in political attitudes in such
foreign countries are beyond our control and may adversely affect
our business. Future development and operations may be affected in
varying degrees by such factors as government regulations (or
changes thereto) with respect to restrictions on production, export
controls, import restrictions, such as restrictions applicable to,
among other things, equipment, services and supplies, taxes,
expropriation of property, repatriation of profits, environmental
legislation, land use, water use, surface land access, land claims
of local people and mine safety.





3
  NEXTSOURCE MATERIALS INC.
 MANAGEMENT’S DISCUSSION AND ANALYSIS
 For the years ended June 30, 2019 and June 30, 2018





Corporate Redomicile





The
Company completed a corporate redomicile from the State of
Minnesota to Canada on December 27, 2017.





Corporate Structure





NextSource
owns 100% of NextSource Materials (Mauritius) Ltd.
(“MATMAU”), a Mauritius subsidiary, and 2391938 Ontario
Inc., an Ontario Company.





MATMAU
owns 100% of NextSource Minerals (Mauritius) Ltd.
(“MINMAU”), a Mauritius subsidiary, NextSource Graphite
(Mauritius) Ltd (“GRAMAU”), a Mauritius subsidiary, and
NextSource Materials (Madagascar) SARL (“MATMAD”), a
Madagascar subsidiary.





MINMAU
owns 100% of NextSource Minerals (Madagascar) SARL
(“MINMAD”), a Madagascar subsidiary. MINMAD holds the
Green Giant Vanadium Project exploration permits.





GRAMAU
owns 100% of ERG Madagascar SARL (“GRAMAD”), a
Madagascar subsidiary. GRAMAD holds the Molo Graphite Project
exploration permits.











Capital Structure





The Company’s common shares have no par value and the
authorized share capital is composed of an unlimited number of
common shares.





As of June 30, 2019, the Company had 507,417,021 common shares
issued and outstanding (June 30, 2018: 469,933,611).





As of June 30 2019, the Company had 40,670,000 stock options issued
and outstanding (June 30, 2018: 37,630,000) with a weighted average
expiration of 2.9 years (June 30, 2018: 2.9 years), which are
exercisable into 40,670,000 common shares (June 30, 2018:
37,630,000) at a weighted average exercise price of $0.08 (June 30,
2018: $0.09). All stock options that are currently outstanding
vested on the grant date.





As of
June 30, 2019, the Company had 10,652,636 common share purchase
warrants issued and outstanding (June 30, 2018: 3,500,000) with a
weighted average expiration of 1.13 years (June 30, 2018: 0.8
years), which are exercisable into 10,652,636 common shares (June
30, 2018: 3,500,000) at a weighted average exercise price of $0.08
(June 30, 2018: $0.14). All warrants that are currently outstanding
vested on the issue date.





4
  NEXTSOURCE MATERIALS INC.
 MANAGEMENT’S DISCUSSION AND ANALYSIS
 For the years ended June 30, 2019 and June 30, 2018





Dividends and Distributions





The
Company has yet to generate any revenue from mining operations or
pay dividends since inception and is unlikely to do so in the
immediate or foreseeable future. Our continued operations are
dependent upon the ability of the Company to obtain financing
through the proceeds of equity and/or debt offerings for the
continued exploration and development of its mineral
properties.





The
value of a mineral project is highly dependent upon the discovery
of economically recoverable mineralization, the long-term
preservation of the Company’s ownership interest in the
underlying mineral property, the ability of the Company to obtain
the necessary funding to complete sufficient exploration activities
on the property, and the prospects of any future profitable
production therefrom, or alternatively upon the Company’s
ability to dispose of its property interests on an advantageous
basis.





Indebtedness





As of
June 30, 2019, and as of June 30, 2018, the Company did not have
any outstanding debt, loans or credit facilities.





Employees and Contractors





The
Company relies on the geological and industry expertise of its
Toronto-based management team and engages contractors to complete
certain aspects of its exploration programs.





As of
June 30, 2019, we had two employees and several contractors in
addition to the Board of Directors, President & Chief Executive
Officer and Chief Financial Officer. Certain professional,
administrative and geological services are provided to the Company
by independent contractors, including corporations and/or
individuals who may be officers or directors of NextSource. No
assurance can be given that qualified employees can be retained by
NextSource when necessary.





Sustainability





The
Company is committed to the health and safety of our workers and
communities, the protection of the environment, and to the rights,
culture and development of local communities.





Cautionary Note Regarding Operating Losses





As of
June 30, 2019, the Company had an accumulated deficit of
$103,955,431 (June 30, 2018: $100,744,927), has experienced
recurring net losses and has negative operating cash flows. As
such, conditions exist that may raise substantial doubt regarding
the Company's ability to continue as a going concern.





Based
on the nature of our business, we anticipate incurring operating
losses for the foreseeable future. We base this expectation, in
part, on the fact that very few mineral properties in the
exploration stage are ultimately developed into producing and
profitable mines. Our future financial results are uncertain due to
a number of factors, some of which are outside our company’s
control. These factors include, but are not limited to: (a) our
ability to raise additional funding; (b) the market price for
graphite, vanadium, gold and/or uranium; (c) the results of the
exploration programs and metallurgical analysis of our mineral
properties; (d) the political instability and/or environmental
regulations that may adversely impact costs and ability to operate
in Madagascar; and (e) our ability to find joint venture and/or
off-take partners in order to advance the development of our
mineral properties.





Any
future equity financing will cause existing shareholders to
experience dilution of their ownership interest in our company. In
the event we are not successful in raising additional financing, we
anticipate our company will not be able to proceed with its
business plan. In such a case, we may decide to discontinue or
modify our current business plan and seek other business
opportunities in the resource sector.





During
this period, we will need to maintain periodic filings with the
appropriate regulatory authorities and will incur legal,
accounting, administrative and listing costs. In the event no other
such opportunities are available, and we cannot raise additional
capital to sustain operations, we may be forced to discontinue the
business. We do not have any specific alternative business
opportunities under consideration and have not planned for any such
contingency.





Due to
the present inability to generate revenues, accumulated losses,
recurring losses and negative operating cash flows, the Company has
stated its opinion in Note 1 of our audited consolidated financial
statements for the year ended June 30, 2019 that there currently
exists substantial doubt regarding the Company’s ability to
continue as a going concern.





5
  NEXTSOURCE MATERIALS INC.
 MANAGEMENT’S DISCUSSION AND ANALYSIS
 For the years ended June 30, 2019 and June 30, 2018





Corporate Highlights





Three-Year History





In
August 2016, we initiated a Front-End Engineering Design Study (the
“FEED Study”) and value engineering for our Molo
Graphite Project in Madagascar. The FEED Study was undertaken in
order to optimize the mine plan as envisioned in the technical
report titled "Molo Feasibility Study – National Instrument
43-101 Technical Report on the Molo Graphite Project located near
the village of Fotadrevo in the Province of Toliara, Madagascar",
dated July 13, 2017, effective as of July 13, 2017 (the “Molo
Feasibility Study”)and determine the optimal
development path based on discussions with prospective strategic
partners. All costing aspects were examined with the goal of
providing a method to produce meaningful, multi-tonne test samples
of Molo graphite concentrate to potential off-takers while reducing
the capital costs of the project (“CAPEX”) and time
required to the commencement of commercial production.





On
November 7, 2016, we outlined a phased mine development plan for
the Molo Graphite Project based on the FEED Study and value
engineering. The results supported the construction of a plant to
test and verify the flow sheet design from the Molo Feasibility
Study.





Phase 1





Phase 1
would consist of a fully operational and sustainable graphite mine
with a permanent processing plant capable of producing, in our
estimation, approximately 17,000 tpa of high-quality
SuperFlakeTM graphite concentrate with a mine life of 30 years
(as discussed below). The fully modularized mining operation in
this phase will use a 100% owner-operated fleet that we believe
will process an average of 240,000 tonnes of ore per year (or 30
tonnes per hour) of mill feed (ore) that will be processed on site.
Phase 1 will provide “proof of concept” for the modular
methodology and allow NextSource the flexibility to optimize
further the process circuit while being capable of supplying a true
“run-of-mine” flake concentrate to potential off-takers
and customers for final product validation. All supporting
infrastructure including water, fuel, power, dry-stack tailings and
essential buildings will be constructed during Phase 1 to sustain
the fully operational and permanent processing plant. The plant
will utilize dry-stack tailings in order to eliminate the up-front
capital costs associated with a tailings dam. NextSource’s
existing camp adjacent to the nearby town of Fotadrevo will be used
to accommodate employees and offices, with additional housing
available within the town for additional employees.





Phase 2





Phase 2
would consist of a modular expansion to plant capable of producing
approximately 50,000 tpa of high-quality SuperFlakeTM graphite
concentrate. Timing of the implementation of Phase 2 will be
determined by market demand for SuperFlakeTM graphite and the
ability of the Company to finance the modular expansion. It is
expected that the Phase 2 expansion will incorporate the unique
full-modular build approach used in Phase 1. This phase will
include the construction of additional on-site accommodation and
offices, upgrading of road infrastructure, port facility upgrades,
a wet tailings dam facility and further equipment purchases to
provide redundancy within the processing circuit. The costs for
these capital expenditures are unknown at this time but will be
assessed as part of an economic analysis to be completed in due
course.





On June
1, 2017, we released the results of a positive updated Molo
Feasibility Study for Phase 1 of the mine development plan
utilizing a fully modular build-out approach which was based on the
FEED Study and subsequent detailed engineering studies. Phase 1
would consist of a fully operational and sustainable graphite mine
with a permanent processing plant capable of producing, in our
estimation, approximately 17,000 tpa of high-quality
SuperFlakeTM graphite concentrate per year with a mine life of
30 years. The Phase 1 production costs were estimated at $433 per
tonne at the plant and $688 per tonne delivered CIF port of
Rotterdam. CIF refers to cost, insurance and freight included. The
Phase 1 capital costs were estimated at $18.4 million with a
construction projected but not guaranteed timeline of approximately
9 months. Based on an average selling cost of $1,014 per tonne, the
Phase 1 was estimated to have (i) a pre-tax Net Present Value
(“NPV”) of $34 million using an 8% discount rate and a
pre-tax internal rate of return (“IRR”) of 25.2%; and
(ii) a post-tax NPV of $25.5 million using an 8% discount rate and
a post-tax IRR of 21.5%.





On
December 27, 2017, the Company completed a corporate redomicile
from Minnesota to Canada. This is expected to reduce our legal and
regulatory compliance costs and improve our financing
opportunities. The Company does not have any offices, personnel or
mineral projects in the US. The presentation and functional
currency of the Company will continue to be the US dollar. Upon
completing the redomicile, the Company adopted International
Financial Reporting Standards (“IFRS”).





On
April 13, 2018, the Company issued 1,000,000 common shares upon the
exercise of 1,000,000 common share purchase warrants for gross
proceeds of $110,000.





On August 17, 2018, the Company closed a non-brokered private
placement offering of 21,059,270 units at a price of $0.053
(CAD$0.07) per unit for aggregate gross proceeds of $1,120,385
(CAD$1,474,149). Each unit consisted of one common share and
one-half common share purchase warrant, with each warrant
exercisable into one common share at an exercise price of $0.076
(CAD$0.10) for a period of two years.





6
  NEXTSOURCE MATERIALS INC.
 MANAGEMENT’S DISCUSSION AND ANALYSIS
 For the years ended June 30, 2019 and June 30, 2018





On October 16, 2018, the Company announced the signing of an
Offtake Agreement with the primary graphite supplier to a major
Japanese electric vehicle anode producer. The Offtake Agreement is
for a period of ten (10) years and activates on the commencement of
commercial production at the Molo project, with an automatic
renewal for an additional five (5) years. The Japanese Partner will
have the exclusive right to import and sell SuperFlake®
graphite concentrate in Japan. Provided that commercial production
commences within 3 years, following the ramp up period, the
Japanese Partner will purchase 20,000 tonnes of SuperFlake®
graphite per annum Product prices will be negotiated on a per order
basis between the parties and will be based on the floating market
prices (FOB basis) prevailing in the region.





On
February 15, 2019, the Company announced the Madagascar Government
granted a 40-year mining license for the Molo Graphite Project and
that the mining license does not limit mining to any specific
volume.





On March 7, 2019, the Company closed a non-brokered private
placement offering of 16,086,426 common shares at a price of $0.08
(CAD$0.11) per common share for aggregate gross proceeds of
$1,323,630 (CAD$1,769,507).





On
April 11, 2019, the Company announced it had received the Global
Environmental Permit for the Molo Graphite Project from the
Madagascar Ministry of Environment’s Office National pour
l'Environnement (the National Office for the Environment; or
“ONE”). This follows the completion of the
Environmental & Social Impact Assessment (“ESIA”)
and Relocation Action Plan (“RAP”) to International
Finance Corporation (IFC) performance standards and World Bank
standards, the completion of local and regional stakeholder and
community engagement, and the completion of negotiations and signed
agreements with all potentially affected land occupants to accept
compensation for any affected crops and grazing land and relocation
if needed.





Molo Graphite Property, Southern Madagascar Region,
Madagascar





On
December 14, 2011, the Company entered into a Definitive Joint
Venture Agreement ("JVA") with Malagasy Minerals Limited
("Malagasy"), a public company listed on the Australian Stock
Exchange, to acquire a 75% interest in a property package for the
exploration and development of industrial minerals, including
graphite, vanadium and 25 other minerals. The land position
consisted of 2,119 permits covering 827.7 square kilometers and is
mostly adjacent towards the south and east with the Company's 100%
owned Green Giant Vanadium Project. Pursuant to the JVA, the
Company paid $2,261,690 and issued 7,500,000 common shares that
were valued at $1,350,000.





On
April 16, 2014, the Company signed a Sale and Purchase Agreement
and a Mineral Rights Agreement (together “the
Agreements”) with Malagasy to acquire the remaining 25%
interest. Pursuant to the Agreements, the Company paid $364,480
(CAD$400,000), issued 2,500,000 common shares subject to a 12-month
voluntary vesting period that were valued at $325,000 and issued
3,500,000 common share purchase warrants, which were valued at
$320,950 using Black-Scholes, with an exercise price of $0.14 and
an expiry date of April 15, 2019. On May 20, 2015 and upon
completion of a bankable feasibility study (“BFS”) for
the Molo Graphite Property, the Company paid $546,000 (CAD$700,000)
and issued 1,000,000 common shares, which were valued at $100,000.
Malagasy retains a 1.5% net smelter return royalty ("NSR") on the
property. A further cash payment of approximately $771,510
(CAD$1,000,000) will be due within five days of the commencement of
commercial production.





The
Company also acquired a 100% interest in the industrial mineral
rights on approximately 1 1⁄2 additional claim blocks covering
10,811 hectares adjoining the east side of the Molo Graphite
Property.





The
Molo Graphite Project is located within Exploration Permit #3432
(“PR 3432”) as issued by the Bureau de Cadastre Minier
de Madagascar (“BCMM”) pursuant to the Mining Code 1999
(as amended) and its implementing decrees. The Molo Graphite
Project exploration permit PR 3432 is currently held under the name
of our Madagascar subsidiary ERG Madagascar SARLU. Our Madagascar
subsidiary has paid all taxes and administrative fees to the
Madagascar government and its mining ministry with respect to all
the mining permits held in country. These taxes and administrative
fee payments have been acknowledged and accepted by the Madagascar
government.





Following
an Environmental Legal Review and an Environmental and Social
Screening Assessment, which provided crucial information to align
the project’s development and design with international best
practice on sustainable project development, the Company completed
a comprehensive Environmental and Social Impact Assessment
("ESIA"), which was developed to local Madagascar
(“Malagasy”), Equator Principles, World Bank and
International Finance Corporation (“IFC”) standards.
The ESIA was submitted to the Office National d’Environment
(“ONE”) during fiscal 2018.





During
fiscal 2017, the Company applied to the BCMM to have the
exploration permit for the Molo Graphite Project converted into a
mining permit. On February 15, 2019, the Company announced the
Madagascar Government granted a 40-year mining license for the Molo
Graphite Project and that the mining license does not limit mining
to any specific volume. On April 11, 2019, the Company announced it
had received the Global Environmental Permit for the Molo Graphite
Project from the Madagascar Ministry of Environment’s Office
National pour l'Environnement (the National Office for the
Environment; or “ONE”).





7
  NEXTSOURCE MATERIALS INC.
 MANAGEMENT’S DISCUSSION AND ANALYSIS
 For the years ended June 30, 2019 and June 30, 2018





Application
for all other necessary permits to construct and operate the mine,
including water use, facilities construction, mineral processing,
transportation, export, and labour have been
initiated.





The
Company cannot provide any assurance as to the timing of the
receipt of sufficient capital and of any of the permits and
licenses necessary to initiate construction of the
mine.





Green Giant Vanadium Project, Southern Madagascar Region,
Madagascar





In
2007, the Company entered into a joint venture agreement with
Madagascar Minerals and Resources Sarl ("MMR") to acquire a 75%
interest in the Green Giant property. Pursuant to the agreement,
the Company paid $765,000 in cash, issued 2,500,000 common shares
and issued 1,000,000 common share purchase warrants, which have now
expired.





On July
9, 2009, the Company acquired the remaining 25% interest by paying
$100,000. MMR retains a 2% NSR. The first 1% NSR can be acquired at
the Company's option by paying $500,000 in cash or common shares
and the second 1% NSR can be acquired at the Company’s option
by paying $1,000,000 in cash or common shares.





On
April 16, 2014, the Company signed a Joint Venture Agreement with
Malagasy, whereby Malagasy acquired a 75% interest in
non-industrial minerals on the Company's 100% owned Green Giant
Property. On May 21, 2015, Malagasy terminated the Joint Venture
Agreement, which as a result, the Company reverted to its original
100% interest in all minerals on the property.





The
Green Giant property is located within exploration permits issued
by the Bureau de Cadastre Minier de Madagascar (“BCMM”)
pursuant to the Mining Code 1999 (as amended) and its implementing
decrees. The Green Giant property exploration permits are currently
held under the name of our Madagascar subsidiary NextSource
Minerals (Madagascar) SARLU. Our Madagascar subsidiary has paid all
taxes and administrative fees to the Madagascar government and its
mining ministry with respect to all the mining permits held in
country. These taxes and administrative fee payments have been
acknowledged and accepted by the Madagascar
government.





Since
early 2012, the Company has focused its efforts on the Molo
Graphite Project and as such only limited work has been completed
on the Green Giant Vanadium Project since that time.





Sagar Property, Labrador Trough Region, Quebec, Canada





In
2006, the Company purchased from Virginia Mines Inc. ("Virginia") a
100% interest in 369 claims located in northern Quebec, Canada.
Virginia retains a 2% net smelter return royalty ("NSR") on certain
claims within the property. Other unrelated parties also retain a
1% NSR and a 0.5% NSR on certain claims within the property, of
which half of the 1% NSR can be acquired by the Company by paying
$200,000 and half of the 0.5% NSR can be acquired by the Company by
paying $100,000.





On
February 28, 2014, the Company signed an agreement to sell a 35%
interest in the Sagar property to Honey Badger Exploration Inc.
(“Honey Badger”), a public company that is a related
party through common management. The terms of the agreement were
subsequently amended on July 31, 2014 and again on May 8, 2015. To
earn the 35% interest, Honey Badger was required to complete a
payment of $36,045 (CAD$50,000) by December 31, 2015, incur
exploration expenditures of $360,450 (CAD$500,000) by December 31,
2016 and issue 20,000,000 common shares to the Company by December
31, 2015. Honey Badger did not complete the earn-in requirements by
December 31, 2015 resulting in the termination of the option
agreement.





Since
early 2012, the Company has focused its efforts on the Molo
Graphite Project and as such only minimal work has been completed
on the Sagar Property since that time.





As of
June 30, 2019, the Sagar property consisted of 234 claims covering
a total area of 10,736.59 ha.





Discussion of Operations





During
the fiscal year ended June 30, 2019, the Company incurred
$3,284,036 in expenditures advancing the Molo Graphite Project
which included $1,103,394 in evaluation expenditures and $1,178,975
in management and professional fees.





During
the fiscal year, the Company achieved the following
milestones:


●
 On February 15,
2019, the Company was granted a 40-year mining license for the Molo
Graphite Project which does not limit mining to any specific
volume.


●
 On April 11, 2019,
the Company received the Global Environmental Permit for the Molo
Graphite Project.





The
Company also continued to pursue negotiations in respect of
potential off-take agreements with graphite end-users and
intermediaries with the intention of securing project financing
alternatives, which may include debt, equity and derivative
instruments. The company also initiated applications for all other
necessary permits to construct and operate the mine, including
water use, facilities construction, mineral processing,
transportation, export, and labour.





8
  NEXTSOURCE MATERIALS INC.
 MANAGEMENT’S DISCUSSION AND ANALYSIS
 For the years ended June 30, 2019 and June 30, 2018





Future Outlook





As at
the date hereof, the timing of the advancement of the next stage of
Phase 1 of the Molo Graphite Project is entirely contingent upon
obtaining additional capital through financing activities. The
Company cannot provide any assurance as to the timing of the
receipt of sufficient capital and of any of the permits and
licenses that are still necessary to complete the construction of
the mine. In the event that such financing is not available, the
Company will not be able to pursue any substantial work in
connection with the development of Molo Graphite
Project.





The
Company is currently assessing a staged contingent approach and is
in the process of establishing specific milestones that it hopes to
achieve in respect of the development of the Molo Graphite Project
in the event that the entire projected development costs are not
available to the Company to bring the project to full production.
The amount of costs to be incurred in respect of the development
and the specific milestones which may be achieved will be directly
related to the amount of money the Company is able to raise for
this purpose. In the event that the Company is successful in
raising sufficient capital, the Company plans to develop the Molo
Graphite Project and incur construction capital costs as well as
incur additional costs relating topermitting, engineering,
professional fees, G&A and working capital. No assurances can
be provided that we will be able to raise sufficient capital or
achieve our construction milestones.





Discussions
in respect of negotiating and structuring strategic partnerships,
off take agreements and debt financing for our Molo Graphite
Project in Madagascar are ongoing and are expected to continue
during the coming months with no assurances as to the conclusion or
results of these discussions.





Although
the focus of the Company is the Molo Graphite Project, subject to
and upon receipt of excess capital not used in respect of the
development of the Molo Graphite Project, the Company may pursue
further work on the Green Giant Vanadium Project in order to
complete an updated technical report at an estimated cost of up to
$500,000.





As
stated elsewhere, the Company requires additional capital to
achieve its business plan however there can be no assurance that
sufficient financing will be available on terms favorable to the
Company or at all.





We will
also continue to assess the addition of back-end value-added
processing for lithium-ion battery and graphite foil applications
in the classification portion of the plant. The costs for any
value-added processing is unknown at this time but will be assessed
in parallel with the development of Phase 1.





Financial Results





Expressed in US Dollars


For the year ended
For the year ended
For the year endedJune
30,
2019
June
30,
2018
June
30,
2017Revenues
$-
$-
$-ExpensesExploration
and evaluation expenses
1,103,394
920,998
1,839,659Management
and professional fees
1,178,975
1,382,925
770,397Share
based compensation
651,692
-
794,864General
and administrative expenses
354,540
405,580
458,780Depreciation
-
-
21,911Impairment
-
27,805
-Foreign
currency translation (gain) loss
(4,565)
104,387
93,476Total expenses
3,284,036
2,841,695
3,979,087Net loss before change in fair value, reversal of impairment of
amount receivable and part XII.6 taxes
(3,284,036)
(2,841,695)
(3,979,087)Other
income (expenses)Change
in value of warrant liability
73,532
-
111,049Reversal
of impairment of amount receivable
-
45,132
-Part
XII.6 taxes
-
11,741
(131,320)Net loss for the year
$(3,210,504)
$(2,784,822)
$3,999,358Other comprehensive incomeItems that will be reclassified subsequently to lossTranslation
adjustment for foreign operations
41,713
75,766
-Net loss and comprehensive loss for the year
$(3,168,791)
$(2,709,056)
$(3,999,358)Weighted-average
common shares,
-
basic
and diluted
493,586,450
468,252,639
448,187,140Net
loss per common shares,
-
basic
and diluted
(0.01)
(0.01)
(0.01)








9
  NEXTSOURCE MATERIALS INC.
 MANAGEMENT’S DISCUSSION AND ANALYSIS
 For the years ended June 30, 2019 and June 30, 2018





Exploration and Evaluation Expenses





Exploration
and evaluation expenses include all costs relating to exploration
activities (drilling, seismic, geological, geophysical, testing and
sampling), metallurgical evaluation activities, local payroll and
consultants, Madagascar travel costs, mineral claims and camp
operations.





The
following is the breakdown by nature of the expenses:





For the year ended
For the year ended
For the year endedJune 30,
2019
$
June 30,
2018
$
June 30,
2017
$Exploration
activities
-
-
50,717Metallurgical
evaluation
19,737
107,185
1,120,045Consulting
fees
852,049
522,341
344,749Travel
12,587
26,902
82,288Mineral
claims and camp (Madagascar)
203,552
249,714
156,634Mineral
claims (Canada)
15,469
14,856
85,226Total exploration and evaluation expenses
1,103,394
920,998
1,839,659





Exploration
and evaluation expenses for the year ended June 30, 2019 increased
to $1,103,394 (2018: $920,998; 2017: 1,839,659). The net increase
of $182,396 (2018: net decrease of $918,661) is primarily
attributed to increased consulting fees related to the mining and
environmental permits as well as mine planning expenditures, mainly
incurred in the fourth quarter, as compared to the prior years. No
exploration work was completed in 2019 and 2018 since all
exploration work necessary was completed prior to 2017.
Metallurgical evaluation fees were minimal in 2018 and 2018 since
most assessment work was completed in 2017. Travel and camp
expenditures decreased in 2019 as compared to 2018 since there were
fewer site visits.





Management and Professional Fees Expenses





Management
and professional fees include payroll for management, director fees
and professional fees such as lawyer and auditor fees.





The
following is the breakdown by nature of the expenses:





For the year ended
For the year ended
For the year endedJune 30,
2019
$
June 30,
2018
$
June 30,
2017
$Management
payroll
459,553
458,932
339,023Consulting
fees
368,345
381,713
160,916Legal
fees
239,366
502,463
224,938Auditor
fees
23,760
27,247
41,337Tax
advisory fees
67,810
9,095
-Other
20,141
3,475
4,183Total management and professional fees
1,178,975
1,382,925
770,397





Management
and professional fees for year ended June 30, 2019 decreased to
$1,178,975 (2018: $1,382,925; 2017: $770,397). The net decrease of
$203,950 (2018: net increase of $612,528) is primarily attributed
to decreased legal fees, which was partially offset by the
increased tax advisory fees, as compared to 2018. Management and
consulting fees in 2019 did not change materially from 2018 as
there was no changes to the management team.





Share Based Compensation





On
March 26, 2019, the Company granted 11,850,000 stock options
exercisable at a price of CAD$0.10 for a period of five years. The
options were valued at $651,692 using the Black-Scholes pricing
model based on a risk-free rate of 1.66% and volatility of 97%.
These stock options vested on the grant date. The stock option
value was expensed in the fourth quarter.





10
  NEXTSOURCE MATERIALS INC.
 MANAGEMENT’S DISCUSSION AND ANALYSIS
 For the years ended June 30, 2019 and June 30, 2018





The
Company did not grant any stock options in 2018.





On June
9, 2017, the Company issued 21,140,000 stock options at an exercise
price of $0.07 and an expiry date of June 9, 2022. The stock
options were valued at $794,864 using the Black-Scholes pricing
model with the following assumptions: risk free rate – 1.11%;
expected volatility – 82%; and expected life – 5 years.
These stock options vested on the grant date.





General and Administrative Expenses





General
and administrative expenses include all corporate travel, public
filing and transfer agent fees, investor relations, rent,
insurance, bank fees, meals and entertainment, telecommunications
and information technology.





The
following is the breakdown by nature of the expenses:





For the year ended
For the year ended
For the year endedJune 30,
2019
$
June 30,
2018
$
June 30,
2017
$Travel
140,414
147,109
219,509Public
filing and transfer agent fees
87,093
105,461
71,979Investor
relations
49,711
86,946
112,263Rent
28,956
23,686
21,793Insurance
18,315
12,491
13,545Bank
fees
4,021
5,300
4,469Other
26,030
24,587
15,222Total general and administrative expenses
354,540
405,580
458,780





General
and administrative expenses for the year ended June 30, 2019
decreased to $354,541 (2018: $405,580; 2017: $458,780). The net
decrease of $51,039 (2018: net decrease of 53,200) is primarily
attributed to decreased public filing and transfer agent fees, as
well as decreased investor relations expenses, as compared to 2018
and 2017. Corporate travel expenditures in 2019 did not materially
change from 2018. Insurance expenditures in 2019 increased slightly
from 2018 and 2017.





Liquidity and Capital Resources





The
Company's ability to continue operations and fund its development
expenditures is dependent on management's ability to secure
additional financing. Management is actively pursuing such
additional sources of financing, and while it has been successful
in doing so in the past, there can be no assurance it will be able
to do so in the future. Circumstances that could affect our ability
to obtain additional financing are market or commodity price
changes and economic downturns.





The
following disclosures are to enable users of the consolidated
financial statements to evaluate the nature and extent of risks
arising from financial instruments at the end of the reporting
period:





Credit risk





The
Company does not currently have commercial customers and therefore
does not have any credit risk related to accounts receivables. The
Company has credit risk arising from the potential from
counterparty default on cash and cash equivalents held on deposit
with financial institutions. The Company manages this risk by
ensuring that deposits are only held with large Canadian banks and
financial institutions.





Liquidity risk





Liquidity risk is
the risk that the Company will not be able to meet its obligations
associated with financial liabilities. Liquidity risk arises from
the Company’s financial obligations and in the management of
its assets, liabilities and capital structure. The Company manages
this risk by regularly evaluating its liquid financial resources to
fund current and long-term obligations and to meet its capital
commitments in a cost-effective manner.





The
main factors that affect liquidity include working capital
requirements, capital-expenditure requirements and equity capital
market conditions. The Company’s liquidity requirements are
met through a variety of sources, including cash and cash
equivalents and equity capital markets.





11
  NEXTSOURCE MATERIALS INC.
 MANAGEMENT’S DISCUSSION AND ANALYSIS
 For the years ended June 30, 2019 and June 30, 2018





As at
June 30, 2019, the Company expects to access public debt and equity
capital markets for financing over the next 12 months in order to
initiate construction of its Molo Graphite Project in Madagascar
and to satisfy working capital requirements. While the Company has
been successful in obtaining required funding in the past, there is
no assurance that future financings will be available.





As at
June 30, 2019, the Company had a cash and cash equivalents balance
of $529,331 (June 30, 2018: $338,702) to settle current liabilities
of $1,279,289 (June 30, 2018: $519,351). As a result, the Company
is currently exposed to liquidity risk.





Based
on management’s assessment of its past ability to obtain
required funding, the Company believes that it will be able to
satisfy its current and long-term obligations as they come due.
Other than accounts payable, which are due within 30 days, and the
warrant liability, which will be fully expensed by August 2020,
none of the Company’s obligations have contractual
maturities.





Market risks





Market
risk is the potential for financial loss from adverse changes in
underlying market factors, including foreign exchange rates,
commodity prices and interest rates.





●
 Interest rate risk:
This is the sensitivity of the fair value or of the future cash
flows of a financial instrument to changes in interest rates. The
Company does not have any financial assets or liabilities that are
subject to variable interest rates.





●
 Commodity price
risks: This is the sensitivity of the fair value of, or of the
future cash flows, from mineral assets. The Company manages this
risk by monitoring mineral prices and commodity price trends to
determine the appropriate timing for funding the exploration or
development of its mineral assets, or for the acquisition or
disposition of mineral assets. The Company does not have any
mineral assets at the development or production stage carried at
historical cost. The Company has expensed the acquisition and
exploration costs of its exploration stage mineral
assets.





●
 Currency
risk:  This is the sensitivity of the fair value or of the
future cash flows of financial instruments to changes in foreign
exchange rates.  The Company transacts in currencies other
than the US dollar, including the Canadian dollar, the Madagascar
Ariary, the Euro and the South African Rand.  The Company
purchases services and has certain salary commitments in those
currencies.  The Company also has monetary and financial
instruments that may fluctuate due to changes in foreign exchange
rates.  Derivative financial instruments are not used to
reduce exposure to fluctuations in foreign exchange rates. The
Company is not sensitive to foreign exchange exposure since it has
not made any commitments to deliver products quoted in foreign
currencies. The Company is not sensitive to foreign exchange risk
arising from the translation of the financial statements of
subsidiaries with a functional currency other than the US dollar
since it does not have any material assets and liabilities measured
through other comprehensive income.   The impact of a 10%
strengthening of the Canadian Dollar as of June 30, 2019 would
result in a loss of $37,498 (June 30, 2018: loss of $24,109; June
30, 2017: $32,080) on the consolidated statement of loss and
comprehensive loss.  The impact of a 10% strengthening of the
Madagascar Ariary of June 30, 2019 would result in a gain of $4,654
(June 30, 2018: gain of $1,605; June 30, 2017: $2,135) on the
consolidated statement of loss and comprehensive loss.  A 10%
weakening of each currency would have the opposite impact. 
The impact of a strengthening or weakening of any other foreign
currency would not be material.





Working Capital Balance





As at
June 30, 2019, the Company had a working capital deficit of
$665,886 (June 30, 2018: deficit of $124,868).





June
30,
2019
June
30,
2018AssetsCurrent
Assets:Cash and cash
equivalents
$529,331
$338,702Amounts
receivable
33,640
13,241Prepaid
expenses
50,432
42,540Total
Current Assets
$613,403
$394,483Current
Liabilities:Accounts
payable
$109,021
$140,865Accrued
liabilities
654,999
197,834Provision
180,652
180,652Warrant
liability
334,618
-Total
Current Liabilities
1,279,289
519,351Working
Capital (Deficit)
$(665,886)
$(124,868)





12
  NEXTSOURCE MATERIALS INC.
 MANAGEMENT’S DISCUSSION AND ANALYSIS
 For the years ended June 30, 2019 and June 30, 2018





The
working capital deficit increased $541,018 as compared to the prior
year. The changes in the working capital are discussed in further
detail in the next sections.





Cash and Cash Equivalents





The
Company’s cash balances are deposited with major financial
institutions in Canada except for institutions in Madagascar.
Limited amounts of cash are currently held in
Madagascar.





Cash and Cash Equivalents
Madagascar
$
Canada
$
Total
$As
of June 30, 2019
54,701
474,630
529,331As
of June 30, 2018
17,958
320,744
338,702As
of June 30, 2017
44,085
1,920,863
1,964,948





Current Assets and Liabilities





Amounts
receivables and prepaid expenses increased by $28,291 which
consists mainly of tax receivables and prepaid insurance. Accounts
payable and accrued liabilities increased by $425,320 which
consists mainly of trade payables and of accrued legal and
consulting expenditures. The provision remained unchanged from the
prior year and is discussed in detail in the Provision section. The warrant
liability is a reclassification from share capital and is discussed
in detail in the Warrant
Liability section.





Contractual Obligations and Commitments Excluding
Provisions





The
Company does not have any contractual obligations or commitments
other than accounts payable due within one-year totaling $109,021
(June 30, 2018: $140,865) and accrued liabilities totaling $654,999
(June 30, 2018: $197,834).





Provision





During fiscal 2014, the Company issued 17,889,215 flow-through
shares to eligible Canadian taxpayer subscribers which included a
contractual commitment for the Company to incur $3,812,642 in
eligible Canadian Exploration Expenditures (“CEEs”) by
December 31, 2014 as per the provision of the Income Tax Act of
Canada. The CEEs were renounced as a tax credit to the flow-through
share subscribers on December 31, 2013. As at December 31, 2014,
the Company had unfulfilled CEE obligations. During the year ended
June 30, 2015, the Company recorded a provision for the Part XII.6
taxes and related penalties payable to the Canada Revenue Agency
and for the indemnification liability to subscribers of the
flow-through shares for the additional taxes payable related to the
CEE renunciation shortfall. During the year ended June 30, 2017,
the Company paid $131,320 (2016: $nil) in Part XII.6 taxes,
resulting in a reduction in the provision, and following a
reassessment of its obligation to subscribers the Company increased
the provision by $131,320. During the year ended June 30, 2018, the
provision was adjusted due to foreign exchange fluctuations to
$180,652. During the year ended June 30, 2019, there were $nil
adjustments made to the provision balance.





Warrant Liability





The
warrants that were issued on August 17, 2018 were issued in a
currency other than the Company’s functional currency and
therefore are considered a derivative equity instrument as per IFRS
9 Financial Instruments. The warrant liability was measured at fair
value in the statement of financial position using the
Black-Scholes option valuation model and will be revalued at each
reporting period through profit and loss until expiration or
exercise of the underlying warrants.





The
fair value of the warrant liability was estimated using the
following model inputs on the following valuation
dates:





June
30,
2019
August
17,
2018 (issue
date)Exercise
price
$0.075
$0.075Risk free
rate
1.67%
1.50%Expected
volatility
97%
115%Expected dividend
yield
Nil
NilExpected life (in
years)
1.13
2Opening balance,
derivative warrant liability
$408,150
$-Gain on change in
fair value of derivative warrant liability
(73,532)
408,150Ending
balance, derivative warrant liability
$334,618
$408,150





13
  NEXTSOURCE MATERIALS INC.
 MANAGEMENT’S DISCUSSION AND ANALYSIS
 For the years ended June 30, 2019 and June 30, 2018





The
warrants that expired in January 2017 were issued in a currency
other than the Company’s functional currency and therefore
were considered a derivative instrument and recorded on the balance
sheet as a warrant liability. The fair value of the warrant
liability was estimated on the date of issue and was re-measured at
each reporting period using a binomial model until expiration or
exercise of the underlying warrants.





For the
year ended June 30, 2017, the Company recorded a gain in the fair
value of the derivative warrant liability of $111,049.





Year-Ended
June 30,
2017Exercise
price
NilRisk free
rate
NilExpected
volatility
NilExpected dividend
yield
NilExpected life (in
years)
NilOpening balance,
derivative warrant liability
$111,049Gain on change in
fair value of derivative warrant liability
(111,049)Ending
balance, derivative warrant liability
$-





Contingent Liabilities





On April 16, 2014, the Company signed a Sale and Purchase Agreement
and a Mineral Rights Agreement (together “the
Agreements”) with Malagasy to acquire the remaining 25%
interest in the Molo Graphite Property. Pursuant to the Agreements,
a further cash payment of approximately $771,510 (CAD$1,000,000)
will be due within five days of the commencement of commercial
production. Since this cash payment represents a possible
obligation that depends on the occurrence of an uncertain future
event, it has been recognized as a contingent liability and no
amount has been recognized as a provision.





Off-balance sheet arrangements





The
Company does not have off-balance sheet arrangements including any
arrangements that would affect the liquidity, capital resources,
market risk support and credit risk support or other
benefits.





Cash Flows - Sources and Uses of Cash





The
following are the Company’s cash flows from operating,
investing and financing activities for the years ended June 30,
2019, 2018 and 2017:





Expressed in US Dollars


For the year
ended
June
30,
2019
For the year
ended
June
30,
2018
For the year
ended
June
30,
2017Cash
flows from operating activitiesNet
loss for the year
$(3,210,504)
$(2,784,822)
$(3,999,358)Items not affecting
cash:Depreciation and
impairment of equipment
-
27,805
21,911Change in value of
warrant derivative liability
(73,532)
-
(111,049)Share based
compensation
651,692
-
794,864Change in working
capital balances:(Increase) decrease
in amounts receivable and prepaid expenses
(28,291)
22,756
(53,037)Increase (decrease)
in accounts payable and accrued liabilities
425,320
111,311
(12,746)Increase (decrease)
in provision
-
(2,231)
141Net cash used in
operating activities
(2,235,315)
(2,625,181)
(3,359,274)Cash
flows from investing activitiesEquipment
purchases
-
-
(27,805)Net cash used in
investing activities
-
-
(27,805)Cash
flows from financing activitiesProceeds from
issuance of common shares
2,444,015
-
5,177,885Proceeds from
exercise of warrants
-
923,169
-Common share issue
cost finder shares
17,966
-
-Common share issue
costs
(77,750)
-
(370,671)Net cash provided
by financing activities
2,384,231
923,169
4,807,214Effect of exchange
rate changes on cash
41,713
75,766Increase (decrease)
in cash and cash equivalents
190,629
(1,626,246)
1,420,135Cash and cash
equivalents - beginning of year
338,702
1,964,948
544,813Cash
and cash equivalents - end of year
$529,331
$338,702
$1,964,948





14
  NEXTSOURCE MATERIALS INC.
 MANAGEMENT’S DISCUSSION AND ANALYSIS
 For the years ended June 30, 2019 and June 30, 2018





Investing Activities





The
Company owns metallurgical testing equipment and several vehicles
used for exploration purposes in Madagascar that were deemed
impaired and have no carrying values. The Company did not make any
equipment purchases in 2019 or 2018.





Financing Activities





The Company issued the following common shares during the year
ended June 30, 2019:





(a)
 On
August 17, 2018, the Company closed a non-brokered private
placement offering of 21,059,270 units at a price of $0.053
(CAD$0.07) per unit for aggregate gross proceeds of $1,120,385
(CAD$1,474,149). Each unit consisted of one common share and
one-half common share purchase warrant, with each warrant
exercisable into one common share at an exercise price of $0.076
(CAD$0.10) for a period of two years. The share issue costs
included cash finder’s fees totaling $16,905, the issuance of
337,714 common shares valued at $17,966 and the issuance of 123,000
common share purchase warrants valued at $3,272 with each warrant
exercisable into one common share at an exercise price of $0.076
(CAD$0.10) for a period of two years. Other share issue costs were
$8,015.





(b)
 On
March 7, 2019, the Company closed a non-brokered private placement
offering of 16,086,426 common shares at a price of $0.08 (CAD$0.11)
per common share for aggregate gross proceeds of $1,323,630
(CAD$1,769,507). The share issue costs included cash finder’s
fees totaling $24,062 (CAD$35,300). Other share issue costs were
$6,999 and legal fees were $3,803.





Capital Management





There
were no changes in the Company's approach to capital management
during the year ended June 30, 2019.





As of
June 30, 2019, the Company is not subject to any externally imposed
capital requirements and does not have any commitments for capital
expenditures.





In
managing liquidity, the Company’s primary objective is to
ensure the entity can continue as a going concern while raising
additional funding to meet its obligations as they come due. The
Company’s operations to date have been funded by issuing
equity. The Company expects to improve the working capital position
by securing additional financing.





The
Company’s investment policy is to invest excess cash in very
low risk financial instruments such as term deposits or by holding
funds in high yield savings accounts with major Canadian banks.
Financial instruments are exposed to certain financial risks, which
may include currency risk, credit risk, liquidity risk and interest
rate risk.





The
Company’s mineral property interests are all in the
exploration stage, as such the Company is dependent on external
financing to fund its exploration activities and administrative
costs. Management continues to assess the merits of mineral
properties on an ongoing basis and may seek to acquire new
properties or to increase ownership interests if it believes there
is sufficient geologic and economic potential.





Management
mitigates the risk and uncertainty associated with raising
additional capital in current economic conditions through cost
control measures that minimizes discretionary disbursements and
reduces exploration expenditures that are deemed of limited
strategic value.





The
Company manages the capital structure (consisting of
shareholders’ deficiency) on an ongoing basis and adjusts in
response to changes in economic conditions and risks
characteristics of its underlying assets. Adjustments to the
Company’s capital structure may involve the issuance of new
shares, assumption of new debt, acquisition or disposition of
assets, or adjustments to the amounts held in cash, cash
equivalents and short-term investments.





Transactions with related parties





Parties
are related if one party has the direct or indirect ability to
control or exercise significant influence over the other party in
making operating and financial decisions. Parties are also related
if they are subject to common control or common significant
influence. A transaction is considered to be a related party
transaction when there is a transfer of economic resources or
financial obligations between related parties. Related party
transactions that are in the normal course of business and have
commercial substance are measured at the fair value.





Balances
and transactions between the Company and its wholly owned
subsidiaries, which are related parties of the Company, have been
eliminated and are not disclosed in this note.





Related
parties include companies controlled by key management personnel.
Key management personnel are composed of the Board of Directors,
Chief Executive Officer, Chief Financial Officer and the Senior
Vice Presidents of the Company.





15
  NEXTSOURCE MATERIALS INC.
 MANAGEMENT’S DISCUSSION AND ANALYSIS
 For the years ended June 30, 2019 and June 30, 2018





The
following key management personnel related party transactions
occurred during the years ended June 30, 2019 and
2018:


For the year ended
For the year endedJune 30,
2019
June 30,
2018Management
and professional fees
$774,220
$806,752Stock
options
640,692
-Total
$1,414,912
$806,752





The
following key management related party balances existed as of June
30, 2019 and 2018:





As
at
June
30,
2019
As
at
June
30,
2018Prepaid
payroll to officers of the Company
$26,568
$26,632Accounts
payable balance due to officers of the Company
$16,400
$16,400





Legal Proceedings





We are
not currently involved in any litigation that we believe could have
a material adverse effect on our financial condition or results of
operations. There is no action, suit, proceeding, inquiry or
investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the
knowledge of the executive officers of our Company or any of our
subsidiaries, threatened against or affecting our company, our
common stock, any of our subsidiaries or of our companies or our
subsidiaries' officers or directors in their capacities as such, in
which an adverse decision could have a material adverse
effect.





Changes in Accounting Policies





IFRS 9
- Financial Instruments ("IFRS 9") replaced the provision of IAS 39
- Financial Instruments: Recognition and Measurement ("IAS 39") and
was effective for annual periods beginning on or after January 1,
2018. IFRS 9 includes requirements for recognition and measurement,
impairment, derecognition and general hedge
accounting.





IFRS 9
includes finalized guidance on the classification and measurement
of financial assets. Under IFRS 9, financial assets are classified
and measured either at amortized cost, fair value through other
comprehensive income (“FVOCI”) or fair value through
profit or loss (“FVTPL”) based on the business model in
which they are held and the characteristics of their contractual
cash flows. IFRS 9 largely retains the existing requirements in IAS
39 - Financial Instruments: Recognition and Measurement ("IAS 39"),
for the classification and measurement of financial
liabilities.





The
Company adopted IFRS 9 in its consolidated financial statements on
July 1, 2018. Due to the nature of its financial instruments, the
adoption of IFRS 9 had no material impact on the opening
accumulated deficit balance on July 1, 2018.





The
Company adopted the IFRIC 23 guidance concerning accounting for
uncertainty in income taxes, which clarifies the accounting and
disclosure for uncertainty in tax positions, as of June 2017. The
guidance requires that the Company determine whether it is more
likely than not that a tax position will not be sustained upon
examination by the appropriate taxing authority. If a tax position
does not meet the more likely than not recognition criterion, the
guidance requires that the tax position be measured at the largest
amount of benefit greater than 50 percent not likely of being
sustained upon ultimate settlement. Based on the Company’s
evaluation, management has concluded that there are no significant
uncertain tax positions requiring recognition in the financial
statements.





16
  NEXTSOURCE MATERIALS INC.
 MANAGEMENT’S DISCUSSION AND ANALYSIS
 For the years ended June 30, 2019 and June 30, 2018





Selected Annual Information and Selected Quarterly
Results





The
following is selected quarterly information for the three most
recently completed financial years:





Year EndedJune 30,
2019
$
June 30,
2018
$
June 30,
2017
$Revenues
-
-
-Exploration
and evaluation expenses
1,103,394
920,998
1,839,659Net
loss and comprehensive loss for the quarter
(3,168,791)
(2,709,056)
(3,999,358)Basic
and diluted loss per share for the quarter
(0.01)
(0.01)
(0.01)Total
assets
613,403
394,483
2,071,290Total
non-current financial liabilities
-
-
-Dividends
-
-
-





The
following is selected quarterly information for the eight most
recently completed quarters:





Quarter EndedJune 30,
2019
$
March 31,
2019
$
December 31,
2018
$
September 30,
2018
$Revenues
-
-
-
-Exploration
and evaluation expenses
569,580
326,479
112,651
94,684Net
loss and comprehensive loss for the quarter
(1,749,161)
(542,996)
(461,060)
(415,574)Basic
and diluted loss per share for the quarter
(0.00)
(0.00)
(0.00)
(0.00)Working
capital balance
(665,886)
432,230
93,029
555,506





Quarter EndedJune 30,
2018
$
March 31,
2018
$
December 31,
2017
$
September 30,
2017
$Revenues
-
-
-
-Exploration
and evaluation expenses
156,106
290,330
180,953
293,609Net
loss and comprehensive loss for the quarter
(490,126)
(643,109)
(795,196)
(780,625)Basic
and diluted loss per share for the quarter
(0.00)
(0.00)
(0.00)
(0.00)Working
capital balance
(124,868)
172,010
102,840
959,337





Managing Risk Factors





The
Company manages risks inherent to its business and has procedures
to identify and manage significant operational and financial risks.
The reader is cautioned to carefully review the risk factors
identified below in addition to the risk factors disclosed in our
financial statements for the year ended June 30, 2019 and our most
recent AIF.





Any
such risk factors could materially affect the Corporation’s
business, financial condition and/or future operating results and
prospects and could cause actual events to differ materially from
those described in forward-looking statements and information
relating to the Corporation. Additional risks and uncertainties not
currently identified by the Corporation or that the Corporation
currently believes not to be material also may materially and
adversely affect the Corporation’s business, financial
condition, operations or prospects.





The Corporation’s ability to continue as a going
concern.





The
independent auditor’s report on the financial statements of
the Corporation contains explanatory language that substantial
doubt exists about the Corporation’s ability to continue as a
going concern. Due to the Corporation’s lack of operating
history and present inability to generate revenues, the Corporation
has sustained operating losses since its inception.





17
  NEXTSOURCE MATERIALS INC.
 MANAGEMENT’S DISCUSSION AND ANALYSIS
 For the years ended June 30, 2019 and June 30, 2018





If the
Corporation is unable to obtain sufficient financing in the near
term as required or achieve profitability, then the Corporation
would, in all likelihood, experience severe liquidity problems and
may have to curtail business activities. If the Corporation
curtails business activities, the Corporation may be placed into
bankruptcy or undergo liquidation, the result of which will
adversely affect the value of the securities of the
Corporation.





Development projects are uncertain, and it is possible that actual
capital and operating costs and economic returns will differ
significantly from those estimated for a project prior to
production.





Mine
development projects, including the Molo Graphite Project, require
significant expenditures during the development phase before
production is possible.





Development
projects are subject to the completion of successful feasibility
studies and environmental assessments, issuance of necessary
governmental permits and availability of adequate financing. The
economic feasibility of development projects is based on many
factors such as: estimation of mineral reserves, anticipated
recoveries, environmental considerations and permitting, future
commodity prices, and anticipated capital and operating costs of
these projects. It is not unusual in new mining operations to
experience unexpected problems during the start-up phase, and
delays can often occur at the start of production.





Particularly for
development projects, mineral reserve estimates and cash operating
costs are, to a large extent, based upon the interpretation of
geologic data obtained from drill holes and other sampling
techniques, and feasibility studies that derive estimates of cash
operating costs based upon anticipated tonnage and grades of ore to
be mined and processed, the configuration of the ore body, expected
recovery rates of metals from the ore, estimated operating costs,
anticipated climatic conditions and other factors. As a result, it
is possible that actual capital and operating costs and economic
returns will differ significantly from those currently estimated
for a project prior to production.





Any of
the following events, among others, could affect the profitability
or economic feasibility of the Molo Graphite Project: unanticipated
changes in grade and tonnes of material to be mined and processed,
unanticipated adverse geological conditions, unanticipated recovery
problems, incorrect data on which engineering assumptions are made,
availability and costs of labor, costs of processing, availability
of economic sources of power, adequacy of water supply,
availability of surface on which to locate processing facilities,
adequate access to the site, unanticipated transportation costs,
government regulations (including regulations with respect to
prices, royalties, duties, taxes, permitting, restrictions on
production, quotas on exportation of minerals, environmental),
fluctuations in commodity prices, accidents, labor actions, the
availability and delivery of critical equipment, successful
commissioning and start-up of operations, including the achievement
of designed plant recovery rates and force-majeure
events.





The
Molo Graphite Project has not yet been built and accordingly has no
operating history upon which to base estimates of future production
and cash operating costs. The price of graphite can fluctuate
significantly on a month-to-month and year-to-year basis. Declining
graphite prices can impact operations by forcing a reassessment of
the feasibility of the Molo Graphite Project.





It is
likely that actual results for the Molo Graphite Project will
differ from current estimates and assumptions, and these
differences may be material. In addition, experience from actual
mining or processing operations may identify new or unexpected
conditions that could reduce production below, or increase capital
or operating costs above, current estimates. If actual results are
less favorable than currently estimated, the Corporation’s
business, results of operations, financial condition and liquidity
could be materially adversely affected.





The Corporation’s development and exploration projects are in
the African country of Madagascar and are subject to country
political and regulatory risks.





A new
president of Madagascar was inaugurated in January 2019 following
democratic elections. The Corporation is actively monitoring the
political climate in Madagascar and continues to hold meetings with
new representatives of the government and the Ministries in charge
of mining. Depending on future actions taken by the newly elected
government, or any future government, the Corporation’s
business operations could be impacted.





Companies in the
mining and metals sector continue to be targeted to raise
government revenue, particularly as governments struggle with
deficits and concerns over the effects of depressed economies. Many
governments are continually assessing the fiscal terms of the
economic rent for mining companies to exploit resources in their
countries.





The
government of Madagascar has granted mining claims, permits, and
licenses that will enable us to conduct anticipated operations or
exploration and development activities. Notwithstanding, these
arrangements, the Corporation’s ability to conduct
operations, exploration and/or development activities at any of its
properties is subject to obtaining and/or renewing permits or
concessions, changes in laws or government regulations or shifts in
political attitudes beyond its control.





18
  NEXTSOURCE MATERIALS INC.
 MANAGEMENT’S DISCUSSION AND ANALYSIS
 For the years ended June 30, 2019 and June 30, 2018





Any
adverse developments to the political and regulatory situation in
Madagascar could have a material effect on the Corporation’s
business, results of operations and financial condition. The
Corporation’s operations may also be affected in varying
degrees by terrorism; military conflict or repression; crime;
populism; activism; labour unrest; attempts to renegotiate or
nullify existing concessions, licenses, permits and contracts;
unstable or unreliable legal systems; changes in fiscal regimes
including taxation, and other risks arising out of sovereignty
issues.





The
Corporation does not currently carry political risk insurance
covering its investments in Madagascar. It may not be possible for
investors to enforce judgments in Canada against a loss suffered on
the Corporation’s assets and operations in
Madagascar.





Dependence on the Molo Graphite Project.





The
Corporation’s principal mineral property is the Molo Graphite
Project. As a result, unless the Corporation acquires or develops
any additional material properties or projects, any adverse
developments affecting this project or our rights to develop the
Molo Graphite Project could materially adversely affect the
Corporation’s business, financial condition and results of
operations.





Additional permits and licenses are necessary to complete the
development of the Molo Graphite Project.





The
Corporation successfully converted its exploration permit for the
Molo Graphite Project into a mining permit. However, the
Corporation requires additional permits necessary to construct and
operate the mine, including water use, construction, mineral
processing, transportation, export, and labour. Applications for
these additional permits and licenses will be undertaken in due
course at the appropriate time.





The
Corporation cannot provide any assurance as to the timing of the
receipt of any of the additional permits and licenses necessary to
initiate construction of the mine.





Mining companies are increasingly required to consider and provide
benefits to the communities and countries in which they operate,
and are subject to extensive environmental, health and safety laws
and regulations.





As a
result of public concern about the real or perceived detrimental
effects of economic globalization and global climate impacts,
businesses generally and large multinational corporations in
natural resources industries face increasing public scrutiny of
their activities. These businesses are under pressure to
demonstrate that, as they seek to generate satisfactory returns on
investment to shareholders, other stakeholders, including
employees, governments, communities surrounding operations and the
countries in which they operate, benefit and will continue to
benefit from their commercial activities. Such pressures tend to be
particularly focused on companies whose activities are perceived to
have a high impact on their social and physical environment. The
potential consequences of these pressures include reputational
damage, legal suits, increasing social investment obligations and
pressure to increase taxes and royalties payable to governments and
communities.





In
addition, the Corporation’s ability to successfully obtain
key permits and approvals to explore for, develop and operate mines
and to successfully operate in communities around the world will
likely depend on the Corporation’s ability to develop,
operate and close mines in a manner that is consistent with the
creation of social and economic benefits in the surrounding
communities, which may or may not be required by law. The
Corporation’s ability to obtain permits and approvals and to
successfully operate in particular communities may be adversely
impacted by real or perceived detrimental events associated with
the Corporation’s activities or those of other mining
companies affecting the environment, human health and safety of
communities in which the Corporation operates. Delays in obtaining
or failure to obtain government permits and approvals may adversely
affect the Corporation’s operations, including its ability to
explore or develop properties, commence production or continue
operations. Key permits and approvals may be revoked or suspended
or may be varied in a manner that adversely affects the
Corporation’s operations, including its ability to explore or
develop properties, commence production or continue
operations.





The
Corporation’s business operations are subject to extensive
laws and regulations governing worker health and safety and land
use and the protection of the environment, which generally apply to
air and water quality, protection of endangered, protected or other
specified species, hazardous waste management and reclamation. The
Corporation has made, and expect to make in the future, significant
expenditures to comply with such laws and regulations. Compliance
with these laws and regulations imposes substantial costs and
burdens, and can cause delays in obtaining, or failure to obtain,
government permits and approvals which may adversely impact the
Corporation’s closure processes and operations.





19
  NEXTSOURCE MATERIALS INC.
 MANAGEMENT’S DISCUSSION AND ANALYSIS
 For the years ended June 30, 2019 and June 30, 2018





Fluctuations in the market price of graphite and other metals may
adversely affect the value of the Corporation’s securities
and the ability of the Corporation to develop the Molo Graphite
Project.





The
value of the Corporation’s securities may be significantly
affected by the market price of graphite and other metals, which
are cyclical and subject to substantial price fluctuations. Market
prices can be affected by numerous factors beyond the
Corporation’s control, including levels of supply and demand
for a broad range of industrial products, economic growth rates of
various international economies, expectations with respect to the
rate of inflation, the relative strength of various currencies,
interest rates, speculative activities, global or regional
political or economic circumstances. The Chinese market is a
significant source of global demand for commodities, including
graphite. Chinese demand has been a major driver in global
commodities markets for a number of years and recent reductions in
Chinese demand have adversely affected prices for graphite. A
further slowing in China’s economic growth could result in
even lower prices and could negatively impact the value of the
Corporation’s securities. Prolonged decreases in the price of
graphite or other metals could adversely impact the ability of the
Corporation to proceed with the development of the Molo Graphite
Project.





The Corporation may not have access to sufficient capital to
develop the Molo Graphite Project.





The
Corporation has limited capital, which is insufficient to
development the Molo Graphite Project. The Corporation’s
ability to develop the project will depend primarily on its ability
to obtain additional capital in the form of private or public
equity or debt financing. Access to mine financing has been
negatively impacted by the prolonged decline in commodities prices.
Therefore, there is no assurance that the Corporation will secure
sufficient financing, or the Corporation may be unable to locate
and secure capital on terms and conditions that are acceptable to
the Corporation. Any equity financing may have a dilutive effect on
the value of the Corporation’s securities. Any debt
financing, if available, may involve financial covenants which
limit operations and could be secured against all of the
Corporation’s assets. If the Corporation cannot obtain
additional capital, the Corporation may not be able to complete the
development of the Molo Graphite Project, which would have a
material adverse effect on the business, operating results and
financial condition of the Corporation.





The Corporation has a limited operating history and expects to
incur operating losses for the foreseeable future.





The
Corporation has principally operated as a mineral exploration
company since incorporation and has just received its first mining
permit. There are numerous difficulties normally encountered by
mineral exploration and development companies, and these companies
experience a high rate of failure.





The
Corporation has not earned any revenues and the Corporation has not
been profitable. It is anticipated that the Corporation will
continue to report negative operating cash flow in future periods,
likely until after the Molo Graphite Project generates recurring
revenues from being placed into production of which there is no
assurance. The Corporation has no history upon which to base any
assumption as to the likelihood that the business will prove
successful, and the Corporation can provide no assurance to
investors that it will generate any operating revenues or ever
achieve profitable operations.





Due to the speculative nature of mineral property exploration,
there is substantial risk that the Corporation’s assets will
not go into commercial production and the business will
fail.





Exploration for
minerals is a speculative venture involving substantial risk. The
Corporation cannot provide investors with any assurance that the
Corporation’s claims and properties will ever enter into
commercial production. The exploration work that the Corporation
has completed on the Molo Graphite Project claims may not result in
the commercial production of graphite. The exploration work that
the Corporation has completed on the Green Giant Vanadium Project
may not result in the commercial production of vanadium or other
minerals.





Estimates of mineral resources and mineral reserves may not be
realized.





Mineral
resource and mineral reserve estimates are only estimates and no
assurance can be given that any particular level of recovery of
minerals will be realized or that an identified mineral resource
will ever qualify as a commercially mineable (or viable) deposit
which can be legally and economically exploited. The Corporation
relies on laboratory-based recovery models to project estimated
ultimate recoveries by mineral type. There can be no assurance that
mineral recovery in small scale laboratory tests will be duplicated
in large scale tests under on-site conditions or in production
scale operations. Actual recoveries may exceed or fall short of
projected laboratory test results. In addition, the grade of
mineralization ultimately mined may differ from the one indicated
by the drilling results and the difference may be material.
Production can be affected by such factors as permitting
regulations and requirements, weather, environmental factors,
unforeseen technical difficulties, unusual or unexpected geological
formations, inaccurate or incorrect geologic, metallurgical or
engineering work, and work interruptions, among other things. Short
term factors, such as the need for an orderly development of
deposits or the processing of new or different grades, may have an
adverse effect on mining operations or the results of those
operations. Material changes in mineral reserves or mineral
resources, grades, waste-to-ore ratios or recovery rates may affect
the economic viability of projects. The estimated mineral reserves
and mineral resources should not be interpreted as assurances of
mine life or of the profitability of future operations





20
  NEXTSOURCE MATERIALS INC.
 MANAGEMENT’S DISCUSSION AND ANALYSIS
 For the years ended June 30, 2019 and June 30, 2018





Because of the inherent dangers involved in mineral exploration,
there is a risk that the Corporation may incur liability or damages
as the Corporation conducts business.





The
search for valuable minerals involves numerous hazards. As a
result, the Corporation may become subject to liability for such
hazards, including pollution, cave-ins and other hazards against
which the Corporation cannot, or may elect not, to insure against.
The Corporation currently has no such insurance, but management
intends to periodically review the availability of commercially
reasonable insurance coverage. If a hazard were to occur, the costs
of rectifying the hazard may exceed the Corporation’s asset
value and cause us to liquidate all of its assets.


The
Corporation’s operations are subject to environmental
regulations, which could result in additional costs and operational
delays. Environmental legislation is evolving in a manner that may
require stricter standards, and enforcement, increased fines and
penalties for non-compliance, more stringent environmental
assessments of proposed projects, and a heightened degree of
responsibility for companies and their officers, directors, and
employees. There is no assurance that any future changes in
environmental regulation will not negatively affect the
Corporation’s projects.





The Corporation has no insurance for environmental
problems.


Insurance against
environmental risks, including potential liability for pollution or
other hazards as a result of the disposal of waste products
occurring from exploration and production, has not been available
generally in the mining industry. The Corporation has no insurance
coverage for most environmental risks. In the event of a problem,
the payment of environmental liabilities and costs would reduce the
funds available to us for future operations. If the Corporation is
unable to full pay for the cost of remedying an environmental
problem, the Corporation might be required to enter into an interim
compliance measure pending completion of the required
remedy.





Should the Corporation lose the services of key executives, the
Corporation’s financial condition and proposed expansion may
be negatively impacted.





The
Corporation depends on the continued contributions of the
Corporation’s executive officers to work effectively as a
team, to execute its business strategy and to manage its business.
The loss of key personnel, or their failure to work effectively,
could have a material adverse effect on its business, financial
condition, and results of operations. Specifically, the Corporation
relies on Craig Scherba, the President and Chief Executive Officer
and Marc Johnson, the Chief Financial Officer.





The
Corporation does not maintain key man life insurance. Should the
Corporation lose any or all of their services and the Corporation
is unable to replace their services with equally competent and
experienced personnel, the Corporation’s operational goals
and strategies may be adversely affected, which will negatively
affect potential revenues.





Because access to the Corporation’s properties may be
restricted by inclement weather or proper infrastructure, its
exploration programs are likely to experience delays.





Access
to most of the properties underlying the Corporation’s claims
and interests is restricted due to their remote locations and
because of weather conditions. Some of the Corporation’s
properties are only accessible by air. As a result, any attempts to
visit, test, or explore the property are generally limited to those
periods when weather permits such activities. These limitations can
result in significant delays in exploration efforts, as well as
mining and production efforts in the event that commercial amounts
of minerals are found. This could cause the Corporation’s
business to fail.





Climate change and related regulatory responses may impact the
Corporation’s business.





Climate
change as a result of emissions of greenhouse gases is a current
topic of discussion and may generate government regulatory
responses in the near future. It is impracticable to predict with
any certainty the impact of climate change on the
Corporation’s business or the regulatory responses to it,
although the Corporation recognizes that they could be significant.
However, it is too soon for us to predict with any certainty the
ultimate impact, either directionally or quantitatively, of climate
change and related regulatory responses.





To the
extent that climate change increases the risk of natural disasters
or other disruptive events in the areas in which the Corporation
operates, the Corporation could be harmed. While the Corporation
maintains rudimentary business recovery plans that are intended to
allow us to recover from natural disasters or other events that can
be disruptive to the Corporation’s business, its plans may
not fully protect us from all such disasters or
events.





Compliance with changing regulation of corporate governance and
public disclosure will result in additional expenses and pose
challenges for management.





The
Corporation’s management team needs to devote significant
time and financial resources to comply with both existing and
evolving standards for public companies, which will lead to
increased general and administrative expenses and a diversion
of management time and attention from revenue generating activities
to compliance activities.





21
  NEXTSOURCE MATERIALS INC.
 MANAGEMENT’S DISCUSSION AND ANALYSIS
 For the years ended June 30, 2019 and June 30, 2018





Tax risks.





Changes
in tax laws or tax rulings could materially affect the
Corporation’s financial position and results of operations.
Changes to, or differing interpretations of, taxation laws or
regulations in Canada, Madagascar, the United States of America, or
any of the countries in which the Corporation’s assets or
relevant contracting parties are located could result in some or
all of the Corporation’s profits being subject to additional
taxation or other tax liabilities being applicable to the
Corporation or its subsidiaries. Taxation laws are complex, subject
to differing interpretations and applications by the relevant tax
authorities. In particular, the tax treatment relating to the
Corporation’s corporate redomicile from the US to Canada is
complex. There is no assurance that new taxation rules or
accounting policies will not be enacted or that existing rules will
not be applied in a manner which could result in the
Corporation’s profits being subject to additional taxation or
which could otherwise have a material adverse effect on
profitability, results of operations, financial condition and the
trading price of the Corporation’s securities. Additionally,
the introduction of new tax rules or accounting policies, or
changes to, or differing interpretations of, or application of,
existing tax rules or accounting policies could make investments in
or by the Corporation less attractive to counterparties. Such
changes could adversely affect the Corporation’s ability to
raise additional funding or make future investments.





The Corporation’s business is subject to anti-corruption and
anti-bribery laws, a breach or violation of which could lead to
civil and criminal fines and penalties, loss of licenses or permits
and reputational harm.





The
Corporation operates in certain jurisdictions that have experienced
governmental and private sector corruption to some degree, and, in
certain circumstances, strict compliance with anti-bribery laws may
conflict with certain local customs and practices. Anti-corruption
and anti-bribery laws in certain jurisdictions generally prohibit
companies and their intermediaries from making improper payments
for the purpose of obtaining or retaining business or other
commercial advantage. The Corporation’s corporate policies
mandate compliance with these anti-bribery laws, which often carry
substantial penalties. There can be no assurance that the
Corporation’s internal control policies and procedures always
will protect it from recklessness, fraudulent behavior, dishonesty
or other inappropriate acts committed by the Corporation’s
affiliates, employees or agents. As such, the Corporation’s
corporate policies and processes may not prevent all potential
breaches of law or other governance practices. Violations of these
laws, or allegations of such violations, could lead to civil and
criminal fines and penalties, litigation, and loss of operating
licenses or permits, and may damage the Corporation’s
reputation, which could have a material adverse effect on its
business, financial position and results of operations or cause the
market value of the Common Shares to decline.





The Corporation does not intend to pay dividends.





The
Corporation does not anticipate paying cash dividends in the
foreseeable future. The Corporation may not have sufficient funds
to legally pay dividends. Even if funds are legally available to
pay dividends, the Corporation may nevertheless decide, in its sole
discretion, not to pay dividends. The declaration, payment and
amount of any future dividends will be made at the discretion of
the board of directors, and will depend upon, among other things,
the results of the Corporation’s operations, cash flows and
financial condition, operating and capital requirements, and other
factors the board of directors may consider relevant. There is no
assurance that the Corporation will pay any dividends in the
future, and, if dividends are paid, there is no assurance with
respect to the amount of any such dividend.





Because from time to time the Corporation holds a significant
portion of cash reserves in Canadian dollars, the Corporation may
experience losses due to foreign exchange
translations.





From
time to time the Corporation holds a significant portion of cash
reserves in Canadian dollars. Due to foreign exchange rate
fluctuations, the value of these Canadian dollar reserves can
result in translation gains or losses in U.S. dollar terms. If
there was a significant decline in the Canadian dollar versus the
U.S. dollar, the Corporation’s converted Canadian dollar cash
balances presented in U.S. dollars on its balance sheet would
significantly decline. If the US dollar significantly declines
relative to the Canadian dollar the Corporation’s quoted US
dollar cash position would significantly decline as it would be
more expensive in US dollar terms to pay Canadian dollar expenses.
The Corporation has not entered into derivative instruments to
offset the impact of foreign exchange fluctuations. In addition,
certain of the Corporation’s ongoing expenditures are in
South African Rand, Madagascar Ariary and Euros requiring us to
occasionally hold reserves of these foreign currencies with a
similar risk of foreign exchange currency translation
losses.





The Corporation is exposed to general economic conditions, which
could have a material adverse impact on its business, operating
results and financial condition.





Recently there have
been adverse conditions and uncertainty in the global economy as
the result of unstable global financial and credit markets,
inflation, and recession. These unfavorable economic conditions and
the weakness of the credit market may continue to have, an impact
on the Corporation’s business and the Corporation’s
financial condition. The current global macroeconomic environment
may affect the Corporation’s ability to access the capital
markets may be severely restricted at a time when the Corporation
wishes or needs to access such markets, which could have a
materially adverse impact on the Corporation’s flexibility to
react to changing economic and business conditions or carry on
operations.





22
  NEXTSOURCE MATERIALS INC.
 MANAGEMENT’S DISCUSSION AND ANALYSIS
 For the years ended June 30, 2019 and June 30, 2018





The current financial environment may impact the
Corporation’s business and financial condition that cannot
predict.





The
continued instability in the global financial system and related
limitation on availability of credit may continue to have an impact
on the Corporation’s business and financial condition, and
the Corporation may continue to face challenges if conditions in
the financial markets do not improve. The Corporation’s
ability to access the capital markets has been restricted as a
result of the economic downturn and related financial market
conditions and may be restricted in the future when the Corporation
would like, or need, to raise capital. The difficult financial
environment may also limit the number of prospects for potential
joint venture, asset monetization or other capital raising
transactions that the Corporation may pursue in the future or
reduce the values the Corporation is able to realize in those
transactions, making these transactions uneconomic or difficult to
consummate.





The market price for the Common Shares is particularly volatile
given the Corporation’s status as a relatively unknown
company with a small and thinly traded public float, limited
operating history and lack of profits which could lead to wide
fluctuations in the market price for the Common
Shares.





The
market price for the Common Shares is characterized by significant
price volatility when compared to seasoned issuers, and the
Corporation expect that its share price will continue to be more
volatile than a seasoned issuer. Such volatility is attributable to
a number of factors. First, the Common Shares, at times, are thinly
traded. As a consequence of this lack of liquidity, the trading of
relatively small quantities of Common Shares by shareholders may
disproportionately influence the price of those Common Shares in
either direction. The price for the Common Shares could, for
example, decline precipitously in the event that a large number of
Common Shares are sold on the market without commensurate demand,
as compared to a seasoned issuer which could better absorb those
sales without adverse impact on its share price. Second, the
Corporation are a speculative or “risky” investment due
to the Corporation’s limited operating history, lack of
profits to date and uncertainty of future market acceptance for the
Corporation’s potential products. As a consequence, more
risk-adverse investors may, under the fear of losing all or most of
their investment in the event of negative news or lack of progress,
be more inclined to sell their shares on the market more quickly
and at greater discounts than would be the case with the stock of a
seasoned issuer. Many of these factors are beyond the
Corporation’s control and may decrease the market price of
the Common Shares, regardless of the Corporation’s
performance. The Corporation cannot make any predictions as to what
the prevailing market price for the Common Shares will be at any
time or as to what effect that the sale of Common Shares or the
availability of Common Shares for sale at any time will have on the
prevailing market price.





Securities of
small-cap and mid-cap companies have experienced substantial
volatility in the recent past, often based on factors unrelated to
the financial performance or prospects of the companies involved.
These factors include macroeconomic developments in North America
and globally and market perceptions of the attractiveness of
particular industries. The price of the Common Shares is also
likely to be significantly affected by short-term changes in
graphite prices and demand, the U.S. dollar, the Malagasy ariary,
the Canadian dollar, and the Corporation’s financial
condition or results of operations as reflected in its financial
statements. Other factors unrelated to the performance of the
Corporation that may have an effect on the price of the Common
Shares include the following: the extent of analytical coverage
available to investors concerning the Corporation’s business
may be limited if investment banks with research capabilities do
not follow the Corporation’s securities; lessening in trading
volume and general market interest in the Corporation’s
securities may affect an investor’s ability to trade
significant numbers of Common Shares; the size of the
Corporation’s public float may limit the ability of some
institutions to invest in its securities; and a substantial decline
in the price of the Common Shares that persists for a significant
period of time could cause its securities, if listed on an
exchange, to be delisted from such exchange, further reducing
market liquidity.





As a
result of any of these factors, the market price of the Common
Shares at any given point in time may not accurately reflect the
long-term value of the Corporation. Class action litigation often
has been brought against companies following periods of volatility
in the market price of their securities. The Corporation may in the
future be the target of similar litigation. Securities litigation
could result in substantial costs and damages and divert
management’s attention and resources.





Evaluation of Disclosure Controls and Procedures





Disclosure Controls and procedures





Disclosure
controls and procedures are designed to provide reasonable
assurance that all relevant information is gathered and reported to
management, including the CEO and CFO, on a timely basis so that
appropriate decisions can be made regarding public
disclosure.





Internal controls over financial reporting





Internal
control over financial reporting means a process designed by or
under the supervision of the CEO and CFO, management and other
personnel to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements
for external purposes in accordance with IFRS.





23
  NEXTSOURCE MATERIALS INC.
 MANAGEMENT’S DISCUSSION AND ANALYSIS
 For the years ended June 30, 2019 and June 30, 2018





The
internal controls are not expected to prevent and detect all
misstatements due to error or fraud.





As at
June 30, 2019, the Corporation’s CEO and CFO have certified
that the disclosure controls and procedures were effective and that
during the fiscal year ended June 30, 2019, the Corporation did not
make any material changes in the internal controls over financial
reporting that materially affected or are reasonably likely to
materially affect the Corporation’s internal control over
financial reporting.





Other Information





Additional
information related to the Company, including the Company’s
Annual Information Form (“AIF”), is available on SEDAR
at www.sedar.com or on the Company website at www.nextsourcematerials.com.





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