Monday, 28 September 2026 07:00 AM
Company Update
Highlights:
- Binding Share Subscription Agreement executed with strategic Japanese consortium
- NextSource has entered into a binding Share Subscription Agreement ("SSA") with Hanwa Co., Ltd ("Hanwa") and the Japan Organization for Metals and Energy Security ("JOGMEC"), an agency of the Japanese government, establishing the purchase of a 15% ownership interest at the project level in NextSource's Battery Anode Facility ("BAF") in the United Arab Emirates ("UAE").
- US$30 million investment for 15% interest in NSM's BAF subsidiary in the UAE
- US$30 million strategic investment by Hanwa and JOGMEC, through their jointly owned investment vehicle, for a 15% equity interest in the UAE BAF project company, with NextSource retaining 85% ownership upon closing.
- Strategic partnership, supported by fully contracted route to market
- A Shareholders' Agreement ("SHA") is expected to be executed shortly following the SSA to establish a strategic partnership for the UAE BAF.
- NextSource's BAF-produced natural graphite anode material is intended to suppy a major manufacturing company's EVs through a binding contractual offtake agreement, with NextSource as the sole supplier for a multi-year term.
- Near-term production, followed by staged expansion
- Phase 1 of the UAE BAF is designed to produce approximately 14,000 tonnes per annum of anode material, with ramp-up expected to begin in H2 2027, with planned expansion to approximately 30,000 tonnes per annum
- The project is advancing through pre-EPC mobilization following the Final Investment Decision announced on May 12, 2026
- Phase 1 of the UAE BAF is designed to produce approximately 14,000 tonnes per annum of anode material, with ramp-up expected to begin in H2 2027, with planned expansion to approximately 30,000 tonnes per annum
- Further funding workstreams progressing
- The Company is in advanced discussions with additional strategic investors regarding a further 35% interest in the UAE BAF project company, and is progressing debt financing discussions following multiple expressions of interest from prospective lenders.
TORONTO, ON / ACCESS Newswire / September 28, 2026 / NextSource Materials Inc. (TSX:NEXT)(OTCQB:NSRCF) ("NextSource" or the "Company") is pleased to announce that it has executed a binding Share Subscription Agreement with Hanwa Co. Ltd., a major Japanese trading company, and the Japan Organization for Metals and Energy Security, an agency of the Japanese government, establishing the definitive framework for their strategic partnership and investment in the Company's Battery Anode Facility in Abu Dhabi, UAE.
Under the SSA, Hanwa and JOGMEC will acquire a 15% equity interest in the UAE BAF through a jointly owned investment vehicle, funded by a US$30 million strategic investment that includes their contribution to capital expenditures for the first phase. NextSource will retain an 85% equity interest in the BAF. The parties expect to enter into the related Shareholders' Agreement ("SHA") shortly following execution of the SSA, which will govern their respective rights and obligations as shareholders and establish the framework for the funding, development, construction and operation of the BAF. The agreed ownership structure will become effective upon closing of the subscription transaction.
Hanré Rossouw, President and CEO of NextSource, commented:
"The finalization of the Hanwa and JOGMEC investment in the UAE Battery Anode Facility marks a significant milestone for NextSource. Our partnership with Hanwa and JOGMEC brings deep expertise in global battery materials, supply chains and critical mineral security, and their planned US$30 million investment provides strong validation of our strategy to establish a vertically integrated, independent supply chain of battery anode materials."
The UAE BAF is being developed as a strategic, independent source of battery anode materials and an alternative to existing supply chains.
Use of Proceeds and Project Progress
Proceeds from the investment will be used as a source of funding for the BAF project. The forthcoming SHA will establish the framework for the funding, development, construction and operation of the project.
The project has continued to advance through the pre-EPC mobilization phase, including finalizing property agreements and approvals, awarding early-works contracts, progressing environmental and permitting activities, initiating long-lead procurement for key equipment, and hiring essential project personnel. Following the Final Investment Decision announced on May 12, 2026, the project is being advanced through staged funding gates to support disciplined capital deployment while the Company continues to finalize external funding commitments.
Next Steps
The Company is in advanced discussions with additional strategic investors regarding a further 35% interest in the UAE BAF project company and, following receipt of multiple expressions of interest to provide loan finance, is progressing discussions with potential debt providers. The Company will provide an update on these workstreams, and on closing of the Hanwa and JOGMEC subscription, in due course.
About Hanwa Co., Ltd.
Hanwa Co., Ltd. is a major Japanese trading company listed on the Tokyo Stock Exchange. It has a global presence and extensive experience in the trade of steel, non-ferrous metals, food, petroleum, and chemicals, with a specific and strategic focus on the battery material supply chain.
About JOGMEC
The Japan Organization for Metals and Energy Security (JOGMEC) is a Japanese government agency under the Ministry of Economy, Trade and Industry. JOGMEC's mission is to ensure a stable supply of energy and mineral resources to Japan by providing financial and technical support to Japanese companies involved in exploration and production projects globally.
About NextSource Materials Inc.
NextSource Materials Inc. is a battery materials company based in Toronto, Canada that is intent on becoming a vertically integrated global supplier of battery materials through the mining and value-added processing of graphite and other minerals.
The Company's Molo graphite project in Madagascar is one of the largest known and highest-quality graphite resources globally, and the only one with SuperFlake® graphite. The Molo mine has begun production through Phase 1 mine operations.
The Company is developing a significant downstream graphite value-add business through the staged rollout of Battery Anode Facilities (BAF) capable of large-scale production of coated, spheronized and purified graphite for direct delivery to battery and automotive customers, in a fully transparent and traceable manner. The Company is now in the process of developing its first BAF in the UAE.
NextSource Materials is listed on the Toronto Stock Exchange under the symbol "NEXT" and on the OTCQB under the symbol "NSRCF".
For further information about NextSource Materials, please visit our website at www.nextsourcematerials.com or contact us at +1.416.364.4911 or email Brent Nykoliation, Executive Vice President at [email protected].
Safe Harbour: This press release contains statements that may constitute "forward-looking information" or "forward-looking statements" within the meaning of applicable Canadian and United States securities legislation. Readers are cautioned not to place undue reliance on forward-looking information or statements. Forward looking statements and information are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "potential", "possible" and other similar words, or statements that certain events or conditions "may", "will", "could", "expected" or "should" occur. Forward-looking statements include any statements regarding, among others, that non-binding LOI's and term sheets will progress to definitive agreements and the timing thereof, the timing and closing of the subscription transaction with Hanwa and JOGMEC and the satisfaction of the closing conditions related thereto, the anticipated use of proceeds from the Hanwa and JOGMEC investment, the timing of ramp-up of Phase 1 of the UAE BAF and the planned expansion to approximately 30,000 tonnes per annum, the outcome of discussions regarding a further 35% interest in the UAE BAF project company and of debt financing discussions, timing of financing, construction, development and completion of the BAF, timing and completion of front-end engineering and design, timing of FID, the phased development plan of the BAF as well as the Company's intent on becoming a fully integrated global supplier of critical battery and technology materials. These statements are based on current expectations, estimates and assumptions that involve a number of risks, which could cause actual results to vary and, in some instances, to differ materially from those anticipated by the Company and described in the forward-looking statements contained in this press release. These risks include that the non-binding term sheets will not progress to definitive agreements, the parties to the non-binding term sheet will not be satisfied with their due diligence review, the risk that the closing conditions to the Hanwa and JOGMEC subscription transaction are not satisfied or that the transaction does not close on the anticipated terms or timing, risks related to the construction and development of the BAF, the risk that a positive FID decision may never be reached, including the risk that the SHA may not be executed as anticipated; the conditions to closing of the subscription transaction may not be satisfied; the investment may not close on the anticipated terms or within the anticipated timeframe; the Company may not secure additional strategic investment or debt financing; risks related to the development, construction, commissioning and operation of the BAF; as well as other risk factors set forth in the Company's latest Annual Information Form (which includes the disclosed risk related specifically to the development commissioning and operation of the BAF) There is no assurance that the definitive agreements will be completed with the above noted timeframe or at all. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do so, what benefits the Company will derive there from. The forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether because of new information, future events or otherwise, except as may be required by applicable securities laws. Although the forward-looking statements contained in this news release are based on what management believes are reasonable assumptions, the Company cannot assure investors that actual results will be consistent with them. These forward-looking statements are made as of the date of this news release and are expressly qualified in their entirety by this cautionary statement. Subject to applicable securities laws, the Company does not assume any obligation to update or revise the forward-looking statements contained herein to reflect events or circumstances occurring after the date of this news release.
SOURCE: NextSource Materials Inc.