Blueprint





 





 



EXHIBIT 4.4.2

 




THIS WARRANT CERTIFICATE, AND THE COMMON SHARES EVIDENCED HEREBY,
WILL BE VOID AND OF NO VALUE UNLESS EXERCISED ON OR BEFORE 5:00
P.M. (EASTERN TIME) ON OCTOBER 25, 2021.

 




UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS
SECURITY MUST NOT TRADE THE SECURITY BEFORE FEBRUARY 26,
2020.

 




NEXTSOURCE MATERIALS INC.


a
corporation incorporated under the laws of Canada


and
having its registered
office at 1001-145 Wellington Street West, Toronto, Ontario, M5J
1H8

 


	


CERTIFICATE

	


2019-10-###


	


WARRANTS

	


XXXX


	
 

	

Each
whole Warrant entitling the holder to acquire one common share of
NextSource Materials Inc., subject to adjustment as set forth
herein, in accordance with the terms and conditions set forth
herein.







 





WARRANT CERTIFICATE


 



THIS IS TO CERTIFY THAT for value received [INVESTOR
NAME] (the
“Holder”) is the registered holder of the number of
Warrants stated above (each a “Warrant” and
collectively, the “Warrants”) and is entitled for each
whole Warrant represented hereby to purchase one (1) fully paid and
non-assessable common share, subject to adjustment as hereinafter
provided (each a “Share” and collectively the
“Shares”), in the capital of the NextSource Materials
Inc. (the “Corporation”), at any time and from time to
time from the date of issue hereof up to and including 5:00 p.m.
(Eastern Time) on October 25,
2021 (the “Expiry Time”), at a price per Share
equal to $0.09 per Warrant,
subject to adjustment as hereinafter provided (the “Exercise
Price”), upon and subject to the following terms and
conditions.

 






TERMS AND CONDITIONS

 




1.

The Warrants
represented by this Warrant Certificate may not be exercised in the
United States or by or on behalf of a U.S. Person nor will the
Shares be registered or delivered to an address in the United
States, unless an exemption from registration is available under,
the U.S. Securities Act of 1933, as amended (the “U.S.
Securities Act”), and the applicable securities laws of any
U.S. state is available. The Warrants represented by this Warrant
Certificate may not be transferred to, or for the benefit of, a
transferee in the United States or a U.S. Person, unless an
exemption from registration is available under, the U.S. Securities
Act. As used herein, the terms “United States” and
“U.S. Person” have the meanings ascribed to them in
Regulation S under the U.S. Securities Act.





 


The
Warrants represented by this Warrant Certificate and the Shares
issuable upon exercise of these Warrants are subject to certain
resale restrictions under applicable securities legislation. The
Holder is advised to seek professional advice as to applicable
resale restrictions.

 


The
certificates representing the Shares, if any, issued prior to the
date that is 4 months and a day from October 25, 2019 shall bear, in addition
to any other legends required by applicable laws, the following
legend:

 



 

1







 





 





“UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY
MUST NOT TRADE THE SECURITY FEBRUARY 26, 2020.”

 


And
if applicable under the policies of the TSX, the additional legend
as follows:

 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE
TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID
SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE
THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE
REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN
SETTLEMENT OF TRANSACTIONS ON TSX”.

 


At any
time and from time to time at or prior to the Expiry Time (the
“Exercise Period”), the Holder may exercise all or any
number of whole Warrants represented hereby, upon delivering to the
Corporation at its principal office noted above, this Warrant
Certificate, together with a duly completed and executed
subscription notice in the form attached hereto (the
“Subscription Notice”) evidencing the election of the
Holder to exercise the number of Warrants set forth in the
Subscription Notice (which shall not be greater than the number of
Warrants represented by this Warrant Certificate) and a certified
cheque, money order or bank draft payable to the Corporation for
the aggregate Exercise Price of all Warrants being exercised. If
the Holder is not exercising all Warrants represented by this
Warrant Certificate, the Holder shall be entitled to receive,
without charge, a new Warrant Certificate representing the number
of Warrants which is the difference between the number of Warrants
represented by the then original Warrant Certificate and the number
of Warrants being so exercised.

 




2.

The Holder shall be
deemed to have become the holder of record of Shares on the date
(the “Exercise Date”) on which the Corporation has
received a duly completed Subscription Notice, delivery of the
Warrant Certificate and payment of the full aggregate Exercise
Price in respect of the Warrants being exercised pursuant to such
Subscription Notice; provided, however, that if such date is not a
business day in the City of Toronto, Ontario (a “Business
Day”) then the Shares shall be deemed to have been issued and
the Holder shall be deemed to have become the holder of record of
the Shares on the next following Business Day. Within five Business
Days of the Exercise Date, the Corporation shall issue and deliver
(or cause to be delivered) to the Holder, by registered mail or
pre-paid courier to his, her or its address specified in the
register of the Corporation, one or more certificates for the
appropriate number of issued and outstanding Shares to which the
Holder is entitled pursuant to the exercise of
Warrants.





 




3.

The Corporation
covenants and agrees that, until the Expiry Time, while any of the
Warrants represented by this Warrant Certificate shall be
outstanding, it shall reserve and there shall remain unissued out
of its authorized capital a sufficient number of Shares to satisfy
the right of purchase herein provided, as such right of purchase
may be adjusted pursuant to Sections 4
and 5 of this Warrant Certificate. The
Corporation represents and warrants that all Shares which shall be
issued upon the exercise of the right to purchase herein provided
for, upon payment of the aggregate Exercise Price at which Shares
may at that time be purchased pursuant to the provisions hereof,
shall be issued as fully paid and non-assessable shares and the
holders thereof shall not be liable to the Corporation or its
creditors in respect thereof. The Corporation further represents
and warrants that this Warrant Certificate is a legal, valid and
binding obligation of the Corporation, enforceable against the
Corporation in accordance with its terms, provided that enforcement
thereof may be limited by laws effecting creditors’ rights
generally and that specific performance and other equitable
remedies may only be granted in the discretion of a court of
competent jurisdiction. The Corporation covenants that it will make
all requisite filings under applicable laws in connection with the
exercise of the Warrants and issue of Shares.






 







 

2








 





 







4.

The Exercise
Price (and the number of Shares purchasable upon exercise) shall be
subject to adjustment from time to time in the events and in the
manner provided as follows:





 




(a)

Share Reorganization. If during
the Exercise Period, the Corporation shall:





 




(i)

issue common shares
or securities exchangeable for or convertible into common shares to
holders of all or substantially all of its then outstanding common
shares by way of stock dividend or other distribution,
or





 




(ii)

subdivide,
re-divide or change its outstanding common shares into a greater
number of common shares, or





 




(iii)

consolidate, reduce
or combine its outstanding Shares into a lesser number of common
shares,





 


(any of
such events in these paragraphs (i), (ii) and (iii) being a
“Share Reorganization”), then the Exercise Price shall
be adjusted as of the effective date or record date, as the case
may be, at which the holders of common shares are determined for
the purpose of the Share Reorganization by multiplying the Exercise
Price in effect immediately prior to such effective date or record
date by a fraction, the numerator of which shall be the number of
common shares outstanding on such effective date or record date
before giving effect to such Share Reorganization and the
denominator of which shall be the number of common shares
outstanding as of the effective date or record date after giving
effect to such Share Reorganization (including, in the case where
securities exchangeable for or convertible into common shares are
distributed, the number of common shares that would have been
outstanding had such securities been fully exchanged for or
converted into common shares on such record date or effective
date). From and after any adjustment of the Exercise Price pursuant
to this Section 4(a), the number of Shares purchasable pursuant to
this Warrant Certificate shall be adjusted contemporaneously with
the adjustment of the Exercise Price by multiplying the number of
Shares then otherwise purchasable on the exercise thereof by a
fraction, the numerator of which shall be the Exercise Price in
effect immediately prior to the adjustment and the denominator of
which shall be the Exercise Price resulting from such
adjustment.

 




(b)

Rights Offering. If and
whenever during the Exercise Period the Corporation shall fix a
record date for the issue or distribution of rights, options or
warrants to all or substantially all of the holders of common
shares under which such holders are entitled, during a period
expiring not more than 45 days after the record date for such issue
to subscribe for or purchase common shares or securities
exchangeable for or convertible into common shares at a price per
share to the holder (or having a conversion price or exchange price
per common share) of less than 95% of the Current Market Price (as
defined in Section 5 hereof) for the common shares on such record
date (any of such events being called a “Rights
Offering”), then the Exercise Price shall be adjusted
effective immediately after the record date for the Rights Offering
to a price determined by multiplying the Exercise Price in effect
on such record date by a fraction:






 







 

3








 





 







(i)

the numerator of
which shall be the aggregate of:





 




(A)

the number of
common shares outstanding as of the record date for the Rights
Offering, and





 




(B)

a number determined
by dividing either





 




I.

the product of the
number of common shares offered under the Rights Offering and the
price at which such common shares are offered,





 


or, as
the case may be,

 




II.

the product of the
exchange or conversion price per share of such securities offered
and the maximum number of common shares for or into which the
securities so offered pursuant to the Rights Offering may be
exchanged or converted,





 


by the
Current Market Price of the common shares as of the record date for
the Rights Offering; and

 




(ii)

the denominator of
which shall be the aggregate of the number of common shares
outstanding on such record date after giving effect to the Rights
Offering and including the number of common shares offered pursuant
to the Rights Offering (including shares issuable upon exercise of
the rights, warrants or options under the Rights Offering or upon
the exercise of the exchange or conversion rights contained in such
exchangeable or convertible securities under the Rights
Offering).





 


Any
common shares owned by or held for the account of the Corporation
shall be deemed not to be outstanding for the purpose of any such
calculation. To the extent that such Rights Offering is not so made
or any such rights, options or warrants are not exercised prior to
the expiration thereof, the Exercise Price shall then be readjusted
to the Exercise Price which would then be in effect if such record
date had not been fixed or if such expired rights, options or
warrants had not been issued. From and after any adjustment of the
Exercise Price pursuant to this Section 4(b), the number of Shares
purchasable pursuant to this Warrant Certificate shall be adjusted
contemporaneously with the adjustment of the Exercise Price by
multiplying the number of Shares then otherwise purchasable on the
exercise thereof by a fraction, the numerator of which shall be the
Exercise Price in effect immediately prior to the adjustment and
the denominator of which shall be the Exercise Price resulting from
such adjustment.

 




(c)

Special Distribution. If and
whenever during the Exercise Period the Corporation shall issue or
distribute to all or to substantially all the holders of the common
shares:





 




(i)

securities of the
Corporation including shares, rights, options or warrants to
acquire shares of any class or securities exchangeable for or
convertible into or exchangeable into any such shares,
or






 







 

4








 





 







(ii)

any cash, property
or other assets or evidences of its indebtedness,





 


and if
such issuance or distribution does not constitute a Share
Reorganization or a Rights Offering (any of such non-excluded
events being herein called a “Special Distribution”),
the Exercise Price shall be adjusted immediately after the record
date for the Special Distribution so that it shall equal the price
determined by multiplying the Exercise Price in effect on such
record date by a fraction:

 



(i)            

the numerator of
which shall be the difference between:





 



(A) 

the amount obtained
by multiplying the number of common shares outstanding on such
record date by the Current Market Price of the common shares on
such record date, and





 



(B) 

the fair value (as
determined by the directors of the Corporation) to the holders of
such common shares of such Special Distribution; and





 



(ii) 

the denominator of
which shall be the total number of common shares outstanding on
such record date multiplied by such Current Market Price of the
common shares on such record date.





 


Any
common shares owned by or held for the account of the Corporation
shall be deemed not to be outstanding for the purpose of any such
computation. To the extent that such Special Distribution is not so
made or any such rights, options or warrants are not exercised
prior to the expiration thereof, the Exercise Price shall then be
readjusted to the Exercise Price which would then be in effect if
such record date had not been fixed or if such expired rights,
options or warrants had not been issued. From and after any
adjustment of the Exercise Price pursuant to this Section 4(c), the
number of Shares purchasable pursuant to this Warrant Certificate
shall be adjusted contemporaneously with the adjustment of the
Exercise Price by multiplying the number of Shares then otherwise
purchasable on the exercise thereof by a fraction, the numerator of
which shall be the Exercise Price in effect immediately prior to
the adjustment and the denominator of which shall be the Exercise
Price resulting from such adjustment.

 




(d)

Capital Reorganization. If and
whenever during the Exercise Period there shall be a
reclassification or redesignation of common shares at any time
outstanding or a change of the common shares into other shares or
into other securities or any other capital reorganization (other
than a Share Reorganization), or a consolidation, amalgamation,
arrangement or merger of the Corporation with or into any other
corporation or other entity (other than a consolidation,
amalgamation, arrangement or merger which does not result in any
reclassification or redesignation of the outstanding common shares
or a change of the common shares into other securities), or a
transfer of the undertaking or assets of the Corporation as an
entirety or substantially as an entirety to another corporation or
other entity (any of such events being herein called a
“Capital Reorganization”), the Holder, where he, she or
it has not exercised the right of subscription and purchase under
this Warrant Certificate prior to the effective date or record
date, as the case may be, of such Capital Reorganization, shall be
entitled to receive, and shall accept upon the exercise of such
right for the same aggregate consideration, in lieu of the number
of Shares to which such Holder was theretofore entitled upon such
exercise, the kind and aggregate number of shares, other securities
or other property which such holder would have been entitled to
receive as a result of such Capital Reorganization if, on the
effective date thereof, he had been the registered holder of the
number of Shares to which such holder was theretofore entitled to
subscribe for and purchase; provided however, that no such Capital
Reorganization shall be carried into effect unless all necessary
steps shall have been taken by the Corporation to so entitle the
Holder. If determined appropriate by the board of directors of the
Corporation, acting reasonably and in good faith, and subject to
the prior written approval of the principal Canadian stock exchange
or over-the-counter market on which the common shares are then
listed or quoted for trading if required by such stock exchange or
over-the-counter market, appropriate adjustments shall be made as a
result of any such Capital Reorganization in the application of the
provisions set forth in this Section 4 with respect to the rights
and interests thereafter of the Holder to the end that the
provisions set forth in this Section 4 shall thereafter
correspondingly be made applicable as nearly as may reasonably be
possible in relation to any shares, other securities or other
property thereafter deliverable upon the exercise of any Warrant.
Any such adjustments shall be made by and set forth in terms and
conditions supplemental hereto approved by the board of directors
of the Corporation, acting reasonably and in good
faith.






 






 

5








 





 







(e)

If and whenever at
any time after the date hereof and prior to the Expiry Time, the
Corporation takes any action affecting its common shares to which
the foregoing provisions of this Section 4, in the opinion of the
board of directors of the Corporation, acting reasonably and in
good faith, are not strictly applicable, or if strictly applicable
would not fairly adjust the rights of the Holder against dilution
in accordance with the intent and purposes thereof, or would
otherwise materially affect the rights of the Holder hereunder,
then the Corporation shall execute and deliver to the Holder an
amendment hereto providing for an adjustment in the application of
such provisions so as to adjust such rights as aforesaid in such a
manner as the board of directors of the Corporation may determine
to be equitable in the circumstances, acting reasonably and in good
faith. The failure of the taking of action by the board of
directors of the Corporation to so provide for any adjustment on or
prior to the effective date of any action or occurrence giving rise
to such state of facts will be conclusive evidence, absent manifest
error, that the board of directors has determined that it is
equitable to make no adjustment in the circumstances.





 




5.

The following
rules and procedures shall be applicable to the adjustments made
pursuant to Section 4:





 




(a)

The adjustments
provided for in Section 4 are cumulative and shall be made
successively whenever an event referred to therein shall occur, and
shall, in the case of adjustments to the Exercise Price be computed
to the nearest one-tenth of one cent subject to the following
paragraphs of this Section 5.





 




(b)

No adjustment in
the Exercise Price shall be required unless such adjustment would
result in a change of at least 1% in the prevailing Exercise Price
and no adjustment shall be made in the number of Shares purchasable
upon exercise of this Warrant Certificate unless it would result in
a change of at least one one-hundredth of a Share; provided,
however, that any adjustments which, except for the provisions of
this Section 5(b) would otherwise have been required to be made,
shall be carried forward and taken into account in any subsequent
adjustment.





 




(c)

No adjustment in
the Exercise Price or in the number of Shares purchasable upon
exercise of Warrants shall be made in respect of any event
described in Section 4, other than the events referred to
in Sections 4(a)(ii) and (iii), if the Holder is entitled to
participate in such event on the same terms, mutatis mutandis, as if it had
exercised its Warrants prior to or on the effective date or record
date, as the case may be, of such event. The terms of the
participation of the Holder in such event shall be subject to the
prior written approval, if applicable, of the principal Canadian
stock exchange or over-the-counter market on which the Shares are
then listed or quoted for trading.





 




(d)

No adjustment in
the Exercise Price shall be made pursuant to Section 4 in respect
of the issue from time to time:





 




(i)

of Shares
purchasable on exercise of the Warrants represented by this Warrant
Certificate;





 




(ii)

of common shares to
holders of common shares who exercise an option or election to
receive substantially equivalent dividends in common shares in lieu
of receiving a cash dividend pursuant to a dividend reinvestment
plan or similar plan adopted by the Corporation in accordance with
the requirements of the principal Canadian stock exchange or
over-the-counter market on which the common shares are then listed
or quoted for trading and applicable securities laws;
or






 







 

6








 





 







(iii)

of common shares
pursuant to any stock option, stock option plan, stock purchase
plan or benefit plan in force at the date hereof for directors,
officers, employees or consultants of the Corporation, as such
option or plan is amended or superseded from time to time in
accordance with the requirements of the principal Canadian stock
exchange or over-the-counter market on which the common shares are
then listed or quoted for trading and applicable securities laws,
and such other stock option, stock option plan or stock purchase
plan as may be adopted by the Corporation in accordance with the
requirements of the principal Canadian stock exchange or
over-the-counter market on which the common shares are then listed
or quoted for trading and applicable securities laws;





 


and any
such issue shall be deemed not to be a Share Reorganization or
Capital Reorganization.

 




(e)

If the Corporation
shall set a record date to determine the holders of the common
shares for the purpose of entitling them to receive any dividend or
distribution or any subscription or purchase rights and shall,
thereafter and before the distribution to such shareholders of any
such dividend, distribution or subscription or purchase rights,
legally abandon its plan to pay or deliver such dividend,
distribution or subscription or purchase rights, then no adjustment
in the Exercise Price or the number of Shares purchasable upon
exercise of any Warrant shall be required by reason of the setting
of such record date.





 




(f)

As a condition
precedent to the taking of any action which would require any
adjustment in any of the subscription rights pursuant to this
Warrant Certificate, including the Exercise Price and the number or
class of shares or other securities which are to be received upon
the exercise thereof, the Corporation shall take any corporate
action which may, in the opinion of counsel, be necessary in order
that the Corporation have unissued and reserved Shares in its
authorized capital, and may validly and legally issue as fully paid
and non-assessable all the shares or other securities which the
Holder of such Warrant Certificate is entitled to receive on the
full exercise thereof in accordance with the provisions
hereof.





 




(g)

For the purposes of
this Warrant Certificate, “Current Market Price” of a
common share at any date shall be calculated as the price per share
equal to the weighted average price at which the common shares have
traded in the principal Canadian stock exchange or, if the common
shares are not listed, the over-the-counter market, on which the
common shares are then listed or posted for trading during the 20
consecutive trading days ending not more than five trading days
immediately prior to such date as reported by such exchange or
market in which the common shares are then trading or quoted. If
the common shares are not then traded in the over-the-counter
market or on a recognized Canadian stock exchange, the Current
Market Price of the common shares shall be the fair market value of
the common shares as determined in good faith by a nationally or
internationally recognized and independent investment dealer,
investment banker or firm of chartered accountants.





 




(h)

In the absence of a
resolution of the board of directors of the Corporation fixing a
record date for any dividend or distribution referred to in Section
4(a)(i) or any Rights
Offering or Special Distribution, the Corporation shall be deemed
to have fixed as the record date therefore the date on which such
dividend or distribution, Rights Offering or Special Distribution
is effected.






 







 

7








 





 







(i)

Any question that
at any time or from time to time arises with respect to the amount
of any adjustment to the Exercise Price or other adjustments
pursuant to Section 4 shall be conclusively determined by a firm of
independent chartered accountants and shall be binding upon the
Corporation and the Holder, absent manifest error. Notwithstanding
the foregoing, such determination shall be subject to the prior
written approval of the principal Canadian stock exchange or
over-the-counter market on which the common shares are then listed
or quoted for trading if required by such stock exchange or
over-the-counter market.





 




6.

On the happening of
each and every such event set out in Section 4, the applicable
provisions of this Warrant Certificate, including the Exercise
Price, shall, ipso facto, be deemed to be amended
accordingly and the Corporation shall take all necessary action so
as to comply with such provisions as so amended.





 




7.

In any case in
which Section 4 shall require that an adjustment shall be effective
immediately after a record date for an event referred to herein,
the Corporation may defer, until the occurrence of such an
event:





 




(a)

issuing to the
holder of any Warrant exercised after such record date and before
the occurrence of such event, the additional Shares issuable upon
such exercise by reason of the adjustment required by such event,
and





 




(b)

delivering to such
holder any distributions declared with respect to such additional
Shares after such Exercise Date and before such event;





 


provided, however,
that the Corporation shall deliver or cause to be delivered to such
holder, an appropriate instrument evidencing such holder’s
right, upon the occurrence of the event requiring the adjustment,
to an adjustment in the Exercise Price and/or the number of Shares
purchasable on the exercise of any Warrant and to such
distributions declared with respect to any additional Shares
issuable on the exercise of any Warrant.

 




8.

At least 21 days
prior to the effective date or record date, as the case may be, of
any event which requires or might require adjustment in any of the
subscription rights pursuant to this Warrant Certificate, including
the Exercise Price and the number of Shares which are purchasable
upon the exercise thereof, or such longer period of notice as the
Corporation shall be required to provide holders of Shares in
respect of any such event, the Corporation shall notify the Holder
of the particulars of such event and, if determinable, the required
adjustment and the computation of such adjustment. In case any
adjustment for which such notice has been given is not then
determinable, the Corporation shall promptly after such adjustment
is determinable notify the Holder of the adjustment and the
computation of such adjustment.





 




9.

The Corporation
shall maintain or cause to be maintained a register of holders in
which shall be entered the names and addresses of the holders of
the Warrants and of the number of Warrants held by
them.





 




10.

Where the Holder is
entitled to receive on the exercise or partial exercise of its
Warrants a fraction of a Share, such right may only be exercised in
respect of such fraction in combination with another Warrant or
Warrants which in the aggregate entitle the Holder to receive a
whole number of Shares. If a Holder is not able to, or elects not
to, combine Warrants so as to be entitled to acquire a whole number
of Shares, the Holder may not exercise the right to acquire a
fractional Share, and, does not have the right to receive a cash
equivalent in lieu thereof.






 







 

8








 





 







11.

Subject as herein
provided, all or any of the rights conferred upon the Holder by the
terms hereof may be enforced by the Holder by appropriate legal
proceedings.





 




12.

The registered
Holder of this Warrant Certificate may at any time up to and
including the Expiry Time, upon the surrender hereof to the
Corporation at its principal office, exchange this Warrant
Certificate for one or more Warrant Certificates entitling the
Holder to subscribe in the aggregate for the same number of Shares
as is expressed in this Warrant Certificate. Any Warrant
Certificate tendered for exchange shall be surrendered to the
Corporation and cancelled.





 




13.

If this Warrant
Certificate becomes stolen, lost, mutilated or destroyed, the
Corporation shall, on such terms as it may in its discretion acting
reasonably impose, issue and deliver to the Holder a new Warrant
Certificate of like denomination, tenor and date as the Warrant
Certificate so stolen, lost, mutilated or destroyed.





 




14.

Nothing contained
herein shall confer any right upon the Holder hereof or any other
person to subscribe for or purchase any Shares of the Corporation
at any time subsequent to the Expiry Time. After the Expiry Time
this Warrant Certificate and all rights hereunder shall be void and
of no value.





 




15.

Except as expressly
set out herein, the holding of this Warrant Certificate shall not
constitute a Holder hereof, a holder of Shares nor entitle it to
any right or interest in respect thereof.





 




16.

Unless herein
otherwise expressly provided, any notice to be given hereunder to
the Holder shall be deemed to be validly given if such notice is
given by personal delivery or registered mail to the attention of
the Holder at its registered address recorded in the registers
maintained by the Corporation. Any notice so given shall be deemed
to be validly given, if delivered personally, on the day of
delivery and if sent by post or other means, on the fifth Business
Day next following the sending thereof. In determining under any
provision hereof the date when notice of any event must be given,
the date of giving notice shall be included and the date of the
event shall be excluded.





 




17.

This Warrant
Certificate and the Warrants represented hereby are not
transferable and are not assignable until the date that is 4 months
and a day from October 25,
2019.





 




18.

Time is of the
essence hereof.





 




19.

This Warrant
Certificate is binding upon the Corporation and its successors and
assigns.





 




20.

The laws of the
Province of Ontario and the federal laws of Canada applicable shall
govern this Warrant Certificate and the Warrants represented hereby
therein. References to “$” is a reference to Canadian
dollars.





 



IN WITNESS WHEREOF this Warrant Certificate has been
executed on behalf of NextSource Materials Inc. as of October 25, 2019

 


NEXTSOURCE
MATERIALS INC.


 





Per:


____________________________________________ 


Authorized Signing
Officer






 




 

9








 










 



SUBSCRIPTION NOTICE

 







TO:

NextSource
Materials Inc.,






1001-145 Wellington
Street West,


Toronto, Ontario,
M5J 1H8


 


Terms
used herein but not otherwise defined have the meanings ascribed
thereto in the attached Warrant Certificate.


 


The
undersigned registered Holder of the attached Warrant Certificate,
hereby:


 



(a) 

subscribes for
___________________________ Shares at a price per of $0.09 per Share (or such
adjusted price which may be in effect under the provisions of the
Warrant Certificate) and in payment of the exercise price encloses
a certified cheque, bank draft or money order in lawful money of
Canada payable to the order of NextSource Materials Inc. or its
successor corporation; and






 



(b) 

delivers herewith
the above-mentioned Warrant Certificate entitling the undersigned
to subscribe for the above-mentioned number of Shares;






 


in each
case in accordance with the terms and conditions set out in the
attached Warrant Certificate.


 


The
Holder hereby certifies that the undersigned is not a U.S. Person
or a person in the United States and is not acquiring any of the
Shares hereby subscribed for the account or benefit of a U.S.
Person or a person in the United States, and none of the persons
listed in paragraph (b) above is a U.S. Person or a person in the
United States. For purposes hereof the terms “United
States” and “U.S. Person” shall have the meanings
ascribed to them in Regulation S under the U.S. Securities Act of
1933, as amended (the “U.S. Securities
Act”).


 


Share
certificates will not be registered or delivered to an address in
the United States without an opinion of counsel to the effect that
the Shares have been registered under the U.S. Securities Act or an
exemption from registration is available.


 


The
Shares purchased hereunder will either settle in definitive
certificates or will be deposited electronically with CDS Clearing
and Depository Services Inc. (“CDS”) through the
book-based system administered by CDS. If the Shares are deposited
electronically with CDS, the Subscriber will not be entitled to
receive definitive certificates or other instruments from the
Issuer or CDS representing their interest in the securities
purchased hereunder. The Subscriber will receive only a customer
confirmation from the registered dealer who is a CDS participant
and from or through whom the securities hereunder are purchased
against payment of the Subscription Amount.


 


The
Subscriber hereby provides the registration and delivery
instructions below in connection with the definitive certificates
or electronic settlement of the Shares being purchased
hereunder:


 




 

10








 






 


	
 

	
 

	
 

	
 

	
 


	
 

	
Share
Certificate Registration Instructions:

	
 

	
Share
Certificate Delivery Instructions:

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
(Registration
Name)

	
 

	
(Delivery
Name)

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
(Account Reference
/ Number, if applicable)

	
 

	
(Account Reference
/ Number, if applicable)

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
(Registration
Mailing Address, including Postal Code)

	
 

	
(Delivery Mailing
Address, including Postal Code)

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
(Contact
Name)

	
 

	
(Contact
Name)

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
(Contact Telephone
Number) (Contact Fax Number)

	
 

	
(Contact Telephone
Number) (Contact Fax Number)

	
 


	
 

	
  

	
 

	
 

	
 


	
 

	
(Please
print full name in which share certificates and warrant
certificates are to be issued. If any of the Shares are to be
issued to a person or persons other than the Holder, the Holder
must pay to the Corporation all requisite taxes or other
governmental charges.)

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 







 


DATED
this      
                day
of      
                 
   , 20        
..


 


	
 

	
 


	
 

	

(Signature
of Holder)


	
 

	
 


	
 

	
 


	
 

	

(Print
Name of Holder)


	
 

	
 


	
 

	
 


	
 

	

(Holder
Address)


	
 

	
 


	
 

	
 


	
 

	

(Holder
City, Province, Country)


	
 

	
 


	
 

	
 


	
 

	

(Holder
Phone Number)


	
 

	
 


	
 

	
 


	
 

	

(Holder
Email Address)


	
 

	
 







 


 




 

11