|  Securitiesregistered or to be registered pursuant to section 12(b) of theAct:            | None                          |
|------------------------------------------------------------------------------------------------|-------------------------------|
|                                                                                           |                          |
|  Securitiesregistered or to be registered pursuant to Section 12(g) of theAct:            | CommonStock, $0.001 par value |
|                                                                                           | (Title ofClass)               |
|                                                                                           |                          |
|  Securities forwhich there is a reporting obligation pursuant to Section 15(d) ofthe Act: | None                     |
|                                                                                           |  (Title ofClass)         |
|                                                                                           |                          |
|  Thenumber of outstanding shares of the issuer’s common stock asof June 30, 2019:  | 507,417,021shares             |

| Largeaccelerated filer ☐ | Acceleratedfiler ☐ | Non-acceleratedfiler ☒Emerginggrowth Company ☐ |
|---------------------------------|---------------------------|--------------------------------------------------------------|

| U.S.GAAP ☐ | InternationalFinancial Reporting Standards  by the International AccountingStandards Board ☒ | Other  ☐ |
|-------------------|----------------------------------------------------------------------------------------------------------|---------------------------|

| Item No. | Cross Reference to Form 20-F                              | Exhibit       |
|----------|-----------------------------------------------------------|---------------|
|     |                                                      |          |
| Part I   |                                                      |          |
| Item 1   | Identity of Directors, Senior Management and Advisers     | 99.4          |
| Item 2   | Offer Statistics and Expected Timetable                   | N/A           |
| Item 3   | Key Information                                           |          |
|     | A. Selected financial data                                | 99.2          |
|     | B. Capitalization and indebtedness                        | N/A           |
|     | C. Reasons for the offer and use of proceeds              | N/A           |
|     | D. Risk factors                                           | 99.1          |
| Item 4   | Information on the Company                                |          |
|     | A. History and development of the company                 | 99.1          |
|     | B. Business overview                                      | 99.1          |
|     | C. Organizational structure                               | 99.1          |
|     | D. Property, plants and equipment                         | 99.1 and 99.2 |
| Item 4A  | Unresolved Staff Comments                                 | N/A           |
| Item 5   | Operating and Financial Review and Prospects              |          |
|     | A. Operating results                                      | 99.2 and 99.3 |
|     | B. Liquidity and capital resources                        | 99.2 and 99.3 |
|     | C. Research and development, patents and licenses,etc.    | N/A           |
|     | D. Trend information                                      | 99.1          |
|     | E. Off-balance sheet arrangements                         | 99.3          |
|     | F. Tabular disclosure of contractual obligations          | N/A           |
|     | G. Safe harbor                                            | 99.1          |
| Item 6   | Directors, Senior Management and Employees                |          |
|     | A. Directors and senior management                        | 99.1 and 99.4 |
|     | B. Compensation                                           | 99.1 and 99.4 |
|     | C. Board practices                                        | 99.1 and 99.4 |
|     | D. Employees                                              | 99.1 and 99.4 |
|     | E. Share Ownership                                        | 99.1 and 99.4 |
| Item 7   | Major Shareholders and Related Party Transactions         |          |
|     | A. Major shareholders                                     | 99.4 and 99.5 |
|     | B. Related party transactions                             | 99.1 and 99.2 |
|     | C. Interests of experts and counsel                       | 99.1          |
| Item 8   | Financial Information                                     |          |
|     | A. Consolidated Statements and Other FinancialInformation | 99.1 and 99.2 |
|     | B. Significant changes                                    | 99.2          |

| Item 9    | The Offer and Listing                                                       |                                            |
|-----------|-----------------------------------------------------------------------------|-------------------------------------------------|
|      | A. Offer and listing details                                                | N/A                                             |
|      | B. Plan of distribution                                                     | N/A                                             |
|      | C. Markets                                                                  | N/A                                             |
|      | D. Selling shareholders                                                     | N/A                                             |
|      | E. Dilution                                                                 | N/A                                             |
|      | F. Expenses of the issue                                                    | N/A                                             |
| Item 10   | Additional Information                                                      |                                            |
|      | A. Share Capital                                                            | 99.1 and 99.2                                   |
|      | B. Memorandum and articles of association                                   | 1.1 and 1.2                                     |
|      | C. Material contracts                                                       | 4.1, 4.2, 4.3, 4.4.1, 4.4.2, 4.5, 4.6, 4.7, 4.8 |
|      | D. Exchange controls                                                        | N/A                                             |
|      | E. Taxation                                                                 | N/A                                             |
|      | F. Dividends and paying agents                                              | N/A                                             |
|      | G. Statement by experts                                                     | 99.1                                            |
|      | H. Documents on display                                                     | 99.1                                            |
|      | I. Subsidiary information                                                   | N/A                                             |
| Item 11   | Quantitative and Qualitative Disclosures About MarketRisk                   | N/A                                             |
| Item 12   | Description of Securities Other than Equity Securities                      | N/A                                             |
|      |                                                                        |                                            |
| Part II   |                                                                        |                                            |
| Item 13   | Defaults, Dividend Arrearages and Delinquencies                             | N/A                                             |
| Item 14   | Material Modifications to the Rights of Security Holders and Use ofProceeds | N/A                                             |
| Item 15   | Controls and Procedures                                                     | 99.3                                            |
| Item 16   | [Reserved]                                                                  |                                            |
| Item 16A. | Audit committee financial expert                                            | 99.5                                            |
| Item 16B. | Code of Ethics                                                              | 11                                              |
| Item 16C. | Principal Accountant Fees and Services                                      | 99.4                                            |
| Item 16D. | Exemptions from the Listing Standards for AuditCommittees                   | N/A                                             |
| Item 16E. | Purchases of Equity Securities by the Issuer and AffiliatedPurchases        | N/A                                             |
| Item 16F. | Change in Registrant’s Certifying Accountant                         | N/A                                             |
| Item 16G. | Corporate Governance                                                        | N/A                                             |
| Item 16H. | Mine Safety Disclosure                                                      | N/A                                             |
|      |                                                                        |                                            |
| Part III  |                                                                        |                                            |
| Item 17   | Financial Statements                                                        | N/A                                             |
| Item 18   | Financial Statements                                                        | 99.2                                            |
| Item 19   | Exhibits                                                                    | Exhibit Index                                   |

| 1.1   | Articles of Continuance of NextSource Materials Inc., datedDecember 27, 2017 (Previously filed with our 20-F filed with theSEC on October 31, 2018)                                           |
|-------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.2   | By-Law No. 1 of NextSource Materials Inc., dated December 27, 2017(Previously filed with our 20-F filed with the SEC on October 31,2018)                                                      |
| 4.1   | Amended and Restated Stock Option Plan of NextSource Materials,Inc. (Incorporated by reference to the registrant’s currentreport on Form 8-K as filed with the SEC on October 16,2013) |
| 4.2   | Stock Option Plan of NextSource Materials, Inc. (Incorporated byreference to Appendix B to Schedule 14A as filed with the SEC onNovember 14, 2016)                                            |
| 4.3   | Form of Warrant relating to private placement completed during June2014 (Previously filed with our Annual Report on Form 10-K filedwith the SEC on September 28, 2017)                        |
| 4.4.1 | Form of Warrant relating to private placement completed duringAugust 2018 (Previously filed with our 20-F filed with the SEC onOctober 31, 2018)                                              |
| 4.4.2 | Form of Warrant relating to private placement completed duringOctober 2019.                                                                                                                   |
| 4.5   | Employment Agreement with Craig Scherba (Previously filed with ourAnnual Report on Form 10-K filed with the SEC on September 28,2017).                                                        |
| 4.6   | Employment Agreement with Brent Nykoliation (Previously filed withour Annual Report on Form 10-K filed with the SEC on September 28,2017).                                                    |
| 4.7   | Management Consulting Agreement with Marc Johnson (Previously filedwith our Annual Report on Form 10-K filed with the SEC on September28, 2017).                                              |
| 4.8   | Management Consulting Agreement with Robin Borley (Previously filedwith our Annual Report on Form 10-K filed with the SEC on September28, 2017).                                              |
| 8     | List of Subsidiaries (see “Corporate Structure” on page4 of the Annual Information Form for the fiscal year ended June 30,2019 filed hereto as Exhibit 99.1.)                   |
| 11    | Code of Ethics and Business Conduct (Previously filed with our 20-Ffiled with the SEC on October 31, 2018).                                                                                   |
| 12.1  | Certification of the Chief Executive Officer pursuant to Rule13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of1934.                                                               |
| 12.2  | Certification of the Chief Financial Officer pursuant to Rule13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of1934.                                                               |
| 13.1  | Certification of the Chief Executive Officer pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002.                                          |
| 13.2  | Certification of the Chief Financial Officer pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002.                                          |
| 99.1  | Annual Information Form for the fiscal year ended June 30,2019.                                                                                                                               |
| 99.2  | Audited Annual Consolidated Financial Statements for the fiscalyear ended June 30, 2019.                                                                                                      |
| 99.3  | Management's Discussion and Analysis for the fiscal year ended June30, 2019.                                                                                                                  |
| 99.4  | Notice of Annual Meeting and Management Proxy Circular for thefiscal year ended June 30, 2019.                                                                                                |
| 99.5  | Additional Information.                                                                                                                                                                       |

|                    | NEXTSOURCE MATERIALS INC., |                         |
|-------------------------|----------------------------|------------------------------|
|                    |                       |                         |   |
| Dated: November 13,2019 | By:              | /s/ MarcJohnson              |   |
|                    |                       | Name: MarcJohnson            |   |
|                    |                       | Title:ChiefFinancial Officer |   |