UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 40-F

 

Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

 

or

 

Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

  

For the fiscal year ended: June 30, 2022

Commission File Number: 000-05151

 

NEXTSOURCE MATERIALS INC.

(Exact name of registrant as specified in its charter)

 

Ontario, Canada

 

1040

 

Not Applicable

(Province or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code)

 

(I.R.S. Employer

Identification No.)

   

130 King Street West

Exchange Tower Suite 1940

Toronto, Ontario

Canada M5X 2A2

(416) 364-4911

(Address and telephone number of registrant's principal executive offices)

 

Registered Agent Solutions, Inc.

[99 Washington Avenue, Suite 1008

Albany, New York 12260

(888) 705-7274]

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: Common Shares, no par value

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

For annual reports, indicate by check mark the information filed with this form:

 

☒ Annual Information Form

☒ Audited Annual Financial Statements

 

Indicate the number of outstanding shares of each of the registrant's classes of capital or common stock as of the close of the period covered by the annual report:

 

As of June 30, 2022, there were 101,872,614 common shares outstanding.

 

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

 

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

 

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

 

Emerging growth company

 

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

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

 

 

 

EXPLANATORY NOTE

 

Our Annual Report on Form 20-F for the fiscal year ended June 30, 2022, initially filed with the Securities and Exchange Commission on October 31, 2022 (the “Original 2022 Form 20-F”), is being filed to amend and restate the Original 2022 Form 20-F in its entirety as an annual report on Form 40-F (“Form 40-F”). NextSource Materials Inc. ("we", "us", "our", "NextSource" or the "Company") is a Canadian corporation that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this Annual Report on Form 40-F ("Annual Report") pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in accordance with disclosure requirements in effect in Canada, which are different from those of the United States.

 

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications of our principal executive officer and principal financial officer under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are being filed as Exhibits 99.4 - 99.7 to this Form 40-F.

 

This Form 40-F does not reflect events occurring after the Original 2022 Form 20-F, except that the Company has included subsequent events and some additional information regarding its mining properties in response to comments received from the staff of the Securities and Exchange Commission’s Division of Corporation Finance, and to note that the Company inadvertently misidentified itself as a “non-accelerated filer” when it is an “accelerated filer” and the related consequence of the misidentification.

 

The Audited Annual Consolidated Financial Statements for the years ended June 30, 2022 and 2021 (the “Refiled Financial Statements”) are attached as Exhibit 99.2. At the time of the filing of the original 2022 Form 20-F, the Company believed it was a “non-accelerated filer”, and was not required to obtain or file an attestation report.  Upon later review it was determined that the Company was an “accelerated filer” for the year ended June 30, 2022 and was required to obtain an attestation report.  However, the Company has not obtained an attestation report. No changes were made to any of the amounts contained in the previously filed financial statements. The non-financial changes consisted of an update to the present day of Note 21 - Subsequent Events. The new Canadian Auditing Standards (“CAS”) audit opinion delivered by MNP LLP confirms the audit was completed in accordance with the standards of the CAS.

 

The Management Discussion & Analysis for the year ended June 30, 2022 (“MD&A”) has been amended, which is attached as Exhibit 99.3.  No changes were made to any of the amounts contained in the previously filed MD&A. Non-financial changes consisted of an update to the present day of the Company recent events, milestones and outlook, project descriptions and of the subsequent event disclosures contained therein.

 

 
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FORWARD LOOKING STATEMENTS

 

This Annual Report, including the Exhibits incorporated by reference into this Annual Report, contains “forward‑looking information” and “forward‑looking statements” (collectively, “forward-looking statements”) within the meaning of applicable securities legislation. The forward‑looking statements are provided as of the date of this Annual Report and the Company does not intend to and does not assume any obligation to update forward‑looking information, except as required by applicable law. For this reason and the reasons set forth below, investors should not place undue reliance on forward‑looking statements.

 

All statements included herein that address events or developments that we expect to occur in the future are forward-looking statements. 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 Mine 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 Company’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 Company to be materially different from those expressed or implied by such forward-looking information. Such factors include, among others; uncertainty due to the Covid-19 Pandemic; 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 Company’s development and exploration projects are in the African country of Madagascar and are subject to country political and regulatory risks; economic dependence on the Molo Graphite Mine; the Company has a significant shareholder; additional permits and licenses are necessary to complete the development of the Molo Graphite Mine; construction and start-up of new mines and industrial plants; fluctuations in the market price of graphite and other metals may adversely affect the value of the Company’s securities, revenue projections and the ability of the Company to develop Phase 2 of the Molo Graphite Mine and the ability to develop BAF plants; estimates of mineral resources and mineral reserves may not be realized; the Company may not have access to sufficient capital to develop Phase 2 of the Molo Graphite Mine and value-added processing facilities; the Company 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 Company’s assets will not go into commercial production and the business will fail; 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; because of the inherent dangers involved in mineral exploration, there is a risk that the Company may incur liability or damages as the Company conducts business; the Company has no insurance for environmental problems; should the Company lose the services of key executives, the Company’s financial condition and proposed expansion may be negatively impacted; because access to the Company’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 Company’s business; compliance with changing regulation of corporate governance and public disclosure will result in additional expenses and pose challenges for management; tax risks; because from time to time the Company holds a significant portion of cash reserves in Canadian dollars, the Company may experience losses due to foreign exchange translations; the Company’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 Company is exposed to general economic conditions, which could have a material adverse impact on its business, operating results and financial condition; the market price for the Common Shares is particularly volatile given the Company’s status as a company with a small public float, limited operating history and lack of profits which could lead to wide fluctuations in the market price for the Common Shares; the Company does not intend to pay dividends in the foreseeable future; and the Company’s ability to meet other factors listed from time to time in the Company’s continuous disclosure documents, including but not limited to, this Form 40-F.

 

 
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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 Company 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 Company 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 Company 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 make the Molo Graphite Mine 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 Company 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 Company 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 Company’s expected financial and operating performance and the Company’s plans and objectives and may not be appropriate for other purposes.

 

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

 

This Form 40-F includes market, industry and economic data and projections obtained from various publicly available sources and other sources believed by the Company to be true. Although the Company believes these to be reliable, it has not independently verified the information from third party sources or analyzed or verified the underlying reports relied upon or referred to by the third parties or ascertained the underlying economic and other assumptions relied upon by the third parties. The Company believes the market, industry and economic data and projections are accurate and that the estimates and assumptions are reasonable, but there can be no assurance or guarantee as to their accuracy or completeness and the Company makes no representations as to the accuracy or completeness of such information.

 

RESOURCE AND RESERVE ESTIMATES

 

Unless otherwise indicated, all scientific and technical information, including mineral resource and mineral reserve estimates, included in the documents incorporated by reference into this Annual Report have been prepared in accordance with Canadian National Instrument 43-101 ("NI 43-101") and the Canadian Institute of Mining and Metallurgy Classification System. NI 43-101 is a rule developed by the Canadian securities administrators, which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Canadian standards, including NI 43-101, differ from the requirements of the United States Securities and Exchange Commission (the "SEC"), and scientific and technical information, including mineral resource and mineral reserve estimates, contained in the documents incorporated by reference into this Annual Report may not be comparable to similar information disclosed by U.S. companies subject to technical disclosure requirements of the SEC.

 

 
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DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

 

We prepare our financial statements, which are filed with this report on Form 40-F, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Accordingly, our financial statements may not be comparable to financial statements of the United States companies.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

The following documents, or the portions thereof indicated below, that are filed as exhibits to this Annual Report, are incorporated herein by reference.

 

 

·

Annual Information Form of the Company for the financial year ended June 30, 2022 (the "AIF");

 

 

 

 

·

Audited Consolidated Financial Statements for the years ended June 30, 2022 and 2021 and notes thereto, together with the report of auditors thereon (the "2022 Financial Statements"); and

 

 

 

 

·

Amended Management's Discussion and Analysis of the Company for the years ended June 30, 2022 and 2021.

 

ADDITIONAL INFORMATION RELATING TO MINING PROPERTIES

 

In response to comments received from the staff of the Securities and Exchange Commission’s Division of Corporation Finance, the following additional information regarding our mining properties is provided, which should be read in conjunction with this Form 40-F.

 

The following maps show the locations of our material and non-material mining properties. A property is “material” if it is important to our business or financial condition and is a matter that would be important to our investors. Our only material mining property is the Molo Graphite Mine.

 

Map of Madagascar showing location of our Molo and Green Giant Properties

 

nsrcf_40fimg5.jpg

 

 
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Map of Northern Quebec showing location of our Sagar Property

  

nsrcf_40fimg6.jpg

 

 

 
6

 

 

Map of the Molo Graphite Mine Site

 

nsrcf_40fimg7.jpg

   

 
7

 

 

Map of the Molo Graphite Mine Site – Plant and ROM Stockpile

  

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The Annual Information Form on page 12 contains a table outlining the reserve estimates. The reference to probable reserves of 8.37 Mt in that table was a typographical error, and should have been 8.27 Mt.  The remaining information in the table is correct.

 

                In connection with our estimates of mineralization, please note that the metallurgical recovery percentage is 88.3% and the price used for determining our estimates of resources and reserves is $1,000 per tonne of concentrate.

 

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 Chief Executive Officer and Chief Financial Officer, on a timely basis so that appropriate decisions can be made regarding public disclosure.

 

As of June 30, 2022, the end of the period covered by this Annual Report, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2022, the end of the period covered by this Annual Report, the disclosure controls and procedures were not effective for the reasons set forth under “Attestation Report of the Registered Public Accounting Firm.”

 

Management’s Annual Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

 

Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of internal control over financial reporting using the criteria set forth in the COSO Internal Control – Integrated Framework (2013). Based on the results of this evaluation, our management concluded that our internal control over financial reporting was not effective as of June 30, 2022 for the reasons set forth under “Attestation Report of the Registered Public Accounting Firm.”

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the fiscal year ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Attestation Report of the Registered Public Accounting Firm

 

At the time of the filing of the Original 2022 Form 20-F, the Company believed it was a non-accelerated filer, and was not required to obtain or file an attestation report.  However, upon later review we determined that the Company was an “accelerated filer” for the year ended June 30, 2022 and was required to obtain an attestation report. However, the Company has not obtained an attestation report.

 

 
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NOTICES PURSUANT TO REGULATION BTR

 

There were no notices required by Rule 104 of Regulation BTR that the Company sent during the fiscal year ended June 30, 2022 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.

 

AUDIT COMMITTEE AND AUDITOR INFORMATION

 

We have a separately-designated standing audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The following information is included in the "Audit Committee" section of our AIF, which are incorporated herein by reference to Exhibit 99.1:

 

 

·

Information regarding our Audit Committee composition, independence, audit committee financial expert and pre-approval policies and procedures; and

 

 

 

 

·

Information regarding fees billed by our principal accountants, MNP LLP (Mississauga, Canada; PCAOB ID 1930), for each of the last two fiscal years.

 

CODE OF ETHICS

 

We have adopted a code of business conduct and ethics that applies to all of our directors, officers and employees. A copy of the code of business conduct and ethics is posted on our website at https://www.nextsourcematerials.com/investors/#corporate-governance. The Code meets the requirements for a “code of ethics” within the meaning of that term in General Instruction 9(b) of Form 40-F. The Company did not grant any waiver from a provision of the code to any of its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, during the fiscal period ended June 30, 2022.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

The Company has no off-balance sheet arrangements.

 

MATERIAL CASH REQUIREMENTS FROM KNOWN CONTRACTUAL AND OTHER OBLIGATIONS1

 

Information regarding our material cash requirements from known contractual and other obligations is included in the Management Discussion and Analysis incorporated herein by reference to Exhibit 99.3.

 

MINE SAFETY DISCLOSURE

 

We do not operate any mine in the United States and have no mine safety incidents to report for the financial year ended June 30, 2022.

 

DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS

 

Not applicable.

 

RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

 

                Not applicable.

   

UNDERTAKINGS

 

We undertake to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

 

CONSENT TO SERVICE OF PROCESS

 

We have concurrently filed with the SEC a written consent to service of process and power of attorney on Form F-X. Any change to the name or address of our agent for service shall be communicated promptly to the SEC by amendment to the Form F-X referencing our file number.

 

 
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EXHIBIT INDEX

 

The following documents are being filed with the SEC as exhibits to this Annual Report on Form 40-F.

 

Exhibit

 

Description

 

99.1

 

Annual Information Form of the Company for the financial year ended June 30, 2022

 

99.2

 

Audited Consolidated Financial Statements for the years ended June 30, 2022 and 2021, and notes thereto, together with the report of auditors thereon

 

99.3

 

Amended Management's Discussion and Analysis of the Company for the years ended June 30, 2022 and 2021

 

99.4

 

Certifications by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

99.5

 

Certifications by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

99.6

 

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

 

99.7

 

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

 

99.8

 

Consent of MNP LLP

 

 

 

99.9

 

Consent of Qualified Person (Craig Scherba)

 

 

 

99.10

 

Consent of Qualified Person (Johann Knipe de Bruin)

 

 

 

99.11

 

Consent of Qualified Person (Erudite Strategies (Pty) Ltd.)

 

 

 

99.12

 

Consent of Qualified Person (Todd McCracken)

 

 

 

99.13

 

Consent of Qualified Person (Andy Holloway)

 

 

 

101

 

Interactive Data File (formatted as Inline XBRL)

 

101.INS

 

Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 
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SIGNATURES

 

Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

NEXTSOURCE MINERALS INC.

 

 

/s/ Craig Scherba

 

Name: Craig Scherba

 

Title: President and Chief Executive Officer

 

Date: July 24, 2023

 

 

 
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EXHIBIT 99.2

 

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Audited Consolidated Financial Statements

 

For the years ended June 30, 2022, and 2021

 

Expressed in US Dollars

 

 

 

 

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Independent Auditor's Report

 

To the Shareholders of NextSource Materials Inc.:

 

Opinion

 

We have audited the consolidated financial statements of NextSource Materials Inc. (the “Company”), which comprise the statements of consolidated financial position as at June 30, 2022 and June 30, 2021, and the consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity (deficit) and cash flows for each of the years in the three-year period ended June 30, 2022, and notes to the consolidated financial statements, including a summary of significant accounting policies.

 

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at June 30, 2022 and June 30, 2021, and its consolidated financial performance and its cash flows for each of the years in the three-year period ended June 30, 2022 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

Basis for Opinion

 

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Material Uncertainty Related to Going Concern

 

We draw attention to Notes 2 and 18 in the consolidated financial statements, which indicates that the Company had a working capital deficiency. As stated in Notes 2 and 18, these events or conditions, along with other matters as set forth in Note 18, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

 

Key Audit Matters

 

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 

In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matter described below to be the key audit matters to be communicated in our report.

 

 
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Key Audit Matter Description

 

Audit Response

 

 

 

 

 

Royalty Obligation – Valuation

 

The Company has a $7,731,196 liability balance with respect to funds received from a royalty agreement. As minimum payments are due regardless of production outcome, the royalty obligation has been assessed as a financial liability. There are significant inputs involved in determining the value of the liability. Due to the estimates and assumptions involved in the determination of the value, we consider this to be a critical audit matter. Refer to Note 10 Royalty Obligation.

 

We responded to this matter by performing audit procedures in relation to the royalty liability. Our audit work in relation to this included, but was not restricted to, the following:

 

•   Obtained the underlying agreement to support repayment and agreement terms.

 

•   Assessed the mathematical accuracy of the valuation calculation and the reasonability of underlying assumptions, including the repayment schedule and forecasted Molo project revenue.

 

•   Assessed the appropriateness of the related disclosures.

 

Other Matter

 

We previously issued an audit opinion on these consolidated financial statements based on our audits conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB) dated September 28, 2022. Subsequent to the issuance of that opinion, the Company determined it was required to obtain an attestation report on Internal Controls over Financial Reporting (ICFR) for the year ended June 30, 2022. Accordingly, we have retracted our previously issued audit opinion. The Company has not obtained, and is not seeking to obtain now, an attestation report. This opinion conducted in accordance with Canadian generally accepted auditing standards replaces the September 28, 2022 opinion.

 

Other Information

 

Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis.

 

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

 

In connection with our audits of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated. We obtained the Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

Management concluded that as of June 30, 2022, the end of the period covered by their Management’s Discussion and Analysis, they maintained effective disclosure controls and procedures. As noted in the Other Matter paragraph, the Company did not recognize that they were required to obtain an attestation report.

 

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

 

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Standards Accounting Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

  

 
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In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

 

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

 

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

 

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

 

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

 

 

·

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 

·

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

 

·

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

 

·

Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

 

·

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

·

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

 

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

 

 
4

 

 

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

 

The engagement partner on the audit resulting in this independent auditor's report is Sandra Alison Solecki.

 

 

 

nsrcf_ex992img23.jpg

Mississauga, Ontario

 

Chartered Professional Accountants

July 5, 2023

 

Licensed Public Accountants

 

 
5

 

  

 

NextSource Materials Inc.

Consolidated Statements of Financial Position

(Expressed in US Dollars)

   

 

 

As at

 

 

As at

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

Assets

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$9,793,253

 

 

$22,437,086

 

Amounts receivable (note 17)

 

 

574,260

 

 

 

92,370

 

Prepaid expenses (note 17)

 

 

96,792

 

 

 

52,974

 

Total Current Assets

 

 

10,464,305

 

 

 

22,582,430

 

Deposit

 

 

181,161

 

 

 

-

 

Property, plant, and equipment (note 7)

 

 

18,652,394

 

 

 

4,337,161

 

Total Assets

 

$29,297,860

 

 

$26,919,591

 

Liabilities

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

 

817,265

 

 

 

383,428

 

Accrued liabilities (note 17)

 

 

1,047,400

 

 

 

221,692

 

Current portion of lease obligations (note 9)

 

 

51,725

 

 

 

5,845

 

Fair value of warrant derivative financial liabilities (note 11)

 

 

21,689,490

 

 

 

45,380,933

 

Provisions (note 12)

 

 

727,051

 

 

 

738,022

 

Total Current Liabilities

 

 

24,332,931

 

 

 

46,729,920

 

Royalty obligations (note 10)

 

 

7,731,196

 

 

 

6,330,721

 

Lease obligations (note 9)

 

 

298,093

 

 

 

5,254

 

Total Liabilities

 

 

32,362,220

 

 

 

53,065,895

 

Shareholders’ Equity (Deficit)

 

 

 

 

 

 

 

 

Share capital (note 13)

 

 

127,377,519

 

 

 

120,491,932

 

Accumulated deficit

 

 

(130,773,347)

 

 

(146,893,550)

Accumulated other comprehensive income

 

 

331,468

 

 

 

255,314

 

Total Shareholders’ Equity (Deficit)

 

 

(3,064,360)

 

 

(26,146,304)

 

 

 

 

 

 

 

 

 

Total Liabilities and Shareholders’ Equity (Deficit)

 

$29,297,860

 

 

$26,919,591

 

 

 

 

 

 

 

 

 

 

Nature of operations (note 1)

 

 

 

 

 

 

 

 

Basis of presentation and going concern (note 2)

 

 

 

 

 

 

 

 

Mine development property (note 5)

 

 

 

 

 

 

 

 

Exploration and evaluation properties (note 6)

 

 

 

 

 

 

 

 

Subsequent events (note 21)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

 

 

 

 

 

 

 
6

 

 

 

NextSource Materials Inc.

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Expressed in US Dollars, except share and per share amounts)

 

 

 

Year ended

 

 

Year ended

 

 

Year ended

 

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

 

2020

 

Revenues

 

$-

 

 

$-

 

 

$-

 

Expenses and other income

 

 

 

 

 

 

 

 

 

 

 

 

Mine development expenses (notes 5 and 16)

 

 

65,160

 

 

 

323,668

 

 

 

179,256

 

Exploration and evaluation expenses (notes 6 and 16)

 

 

177,955

 

 

 

46,815

 

 

 

66,110

 

General and administrative expenses (note 16 and 17)

 

 

1,929,292

 

 

 

1,396,801

 

 

 

1,114,087

 

Share-based compensation (note 17)

 

 

385,930

 

 

 

3,744,172

 

 

 

-

 

Amortization of plant and equipment (note 7)

 

 

35,040

 

 

 

6,592

 

 

 

6,053

 

Lease finance costs (note 9)

 

 

11,980

 

 

 

1,317

 

 

 

-

 

Flow through provision (gain) (note 12)

 

 

(28,385)

 

 

(146,814)

 

 

-

 

Foreign currency translation (gain) loss

 

 

87,543

 

 

 

101,252

 

 

 

3,552

 

Interest (income)

 

 

(191)

 

 

(104)

 

 

-

 

Interest expense

 

 

32

 

 

 

273

 

 

 

2,098

 

Foreign taxes

 

 

26

 

 

 

92

 

 

 

772

 

Sub-total before other items

 

 

2,664,382

 

 

 

5,474,064

 

 

 

1,371,928

 

Realized gain on disposal of asset

 

 

(2,530)

 

 

-

 

 

 

 

 

Government assistance

 

 

-

 

 

 

-

 

 

 

(7,353)

Change in value of royalty obligation (note 10)

 

 

495,704

 

 

 

-

 

 

 

-

 

Change in value of warrant liability (note 11)

 

 

(19,229,287)

 

 

36,486,420

 

 

 

(386,940)

Change in value of production obligation (note 12)

 

 

(48,472)

 

 

-

 

 

 

-

 

Net income (loss) for the year

 

 

16,120,203

 

 

 

(41,960,484)

 

 

(977,635)

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

Items that will be reclassified subsequently to net loss

 

 

 

 

 

 

 

 

 

 

 

 

Translation adjustment for foreign operations

 

 

76,154

 

 

 

134,639

 

 

 

3,196

 

Net income (loss) and comprehensive income (loss) for the year

 

$16,196,357

 

 

$(41,825,845)

 

$(974,439)

Weighted-average common shares (basic and diluted)

 

 

99,204,079

 

 

 

66,654,804

 

 

 

52,720,608

 

Net income (loss) per common shares (basic and diluted)

 

$0.16

 

 

$(0.63)

 

$(0.02)

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 
7

 

 

 

NextSource Materials Inc.

Consolidated Statements of Changes in Shareholders’ Equity (Deficit)

(Expressed in US Dollars, except share amounts)

 

 

 

Common Shares

 

 

Share

 

 

Accumulated

 

 

Accumulated Other

 

 

Total (Deficit)

 

 

 

Outstanding

 

 

Capital

 

 

Deficit

 

 

Comprehensive Income

 

 

Equity

 

 

 

#

 

 

$

 

 

$

 

 

$

 

 

 $

 

Balance as at June 30, 2020

 

 

53,649,481

 

 

 

103,901,775

 

 

 

(104,933,066)

 

 

120,675

 

 

 

(910,616)

Private placement of common shares

 

 

41,372,165

 

 

 

19,976,571

 

 

 

-

 

 

 

-

 

 

 

19,976,571

 

Cost of issue of private placement of common shares

 

 

-

 

 

 

(113,446)

 

 

-

 

 

 

-

 

 

 

(113,446)

Reclassification as warrant liability

 

 

-

 

 

 

(12,921,861)

 

 

-

 

 

 

-

 

 

 

(12,921,861)

Shares issued on exercise of stock options

 

 

802,174

 

 

 

560,406

 

 

 

-

 

 

 

-

 

 

 

560,406

 

Restricted share units expensed over vesting period

 

 

-

 

 

 

966,768

 

 

 

-

 

 

 

-

 

 

 

966,768

 

Shares issued on exercise of warrants

 

 

1,842,997

 

 

 

1,108,200

 

 

 

-

 

 

 

-

 

 

 

1,108,200

 

Reclassification of warrant liability to equity on exercise of warrants

 

 

-

 

 

 

4,236,116

 

 

 

-

 

 

 

-

 

 

 

4,236,116

 

Shares issued on conversion of restricted share units

 

 

517,443

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Stock options granted under long-term incentive plan

 

 

-

 

 

 

2,777,403

 

 

 

-

 

 

 

-

 

 

 

2,777,403

 

Net loss for the year

 

 

-

 

 

 

-

 

 

 

(41,960,484)

 

 

-

 

 

 

(41,960,484)

Cumulative translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

134,639

 

 

 

134,639

 

Balance as at June 30, 2021

 

 

98,184,260

 

 

 

120,491,932

 

 

 

(146,893,550)

 

 

255,314

 

 

 

(26,146,304)

Reclassification of warrant liability to equity on exercise of warrants

 

 

-

 

 

 

4,462,156

 

 

 

-

 

 

 

-

 

 

 

4,462,156

 

Shares issued on exercise of warrants

 

 

2,689,836

 

 

 

1,530,192

 

 

 

-

 

 

 

-

 

 

 

1,530,192

 

Shares issued on exercise of stock options

 

 

875,000

 

 

 

577,500

 

 

 

-

 

 

 

-

 

 

 

577,500

 

Stock options granted under long-term incentive plan

 

 

-

 

 

 

43,050

 

 

 

-

 

 

 

-

 

 

 

43,050

 

Restricted share units expensed over vesting period

 

 

-

 

 

 

342,879

 

 

 

-

 

 

 

-

 

 

 

342,879

 

Shares issued on conversion of restricted share units

 

 

123,518

 

 

 

(70,190)

 

 

-

 

 

 

-

 

 

 

(70,190)

Net income for the year

 

 

-

 

 

 

-

 

 

 

16,120,203

 

 

 

-

 

 

 

16,120,203

 

Cumulative translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

76,154

 

 

 

76,154

 

Balance as at June 30, 2022

 

 

101,872,614

 

 

 

127,377,519

 

 

 

(130,773,347)

 

 

331,468

 

 

 

(3,064,360)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

 

 

 

 
8

 

 

 

NextSource Materials Inc.

Consolidated Statements of Cash Flows

(Expressed in US Dollars)

 

 

 

Year ended

 

 

Year ended

 

 

Year ended

 

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

 

2020

 

Operating activities

 

 

 

 

 

 

 

 

 

Net income (loss) for the year

 

$16,120,203

 

 

$(41,960,484)

 

$(977,635)

Add (deduct) items not affecting cash:

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of plant and equipment

 

 

35,040

 

 

 

6,592

 

 

 

6,053

 

Change in value of lease obligations

 

 

2,949

 

 

 

1,448

 

 

 

(3,337)

Change in value of royalty obligations

 

 

495,704

 

 

 

-

 

 

 

-

 

Change in value of warrant liability

 

 

(19,229,287)

 

 

36,486,420

 

 

 

(386,940)

Change in value of production obligation

 

 

(48,472)

 

 

-

 

 

 

-

 

Realized gain on disposal of asset

 

 

(2,530)

 

 

-

 

 

 

-

 

Share-based compensation settled with shares

 

 

315,740

 

 

 

3,744,172

 

 

 

-

 

Government assistance

 

 

-

 

 

 

-

 

 

 

(7,373)

Subtotal

 

 

(2,310,653)

 

 

(1,721,852)

 

 

(1,369,232)

Change in non-cash working capital balances:

 

 

 

 

 

 

 

 

 

 

 

 

(Increase) decrease in amounts receivable and prepaid expenses

 

 

(525,708)

 

 

(112,321)

 

 

51,049

 

Increase (decrease) in accounts payable and accrued liabilities

 

 

1,259,545

 

 

 

(89,205)

 

 

(69,692)

Increase (decrease) in provision

 

 

(57,133)

 

 

563,604

 

 

 

(6,234)

Net cash used in operating activities

 

 

(1,633,949)

 

 

(1,359,774)

 

 

(1,394,109)

Investing activities

 

 

 

 

 

 

 

 

 

 

 

 

Deposit

 

 

(181,161)

 

 

-

 

 

 

-

 

Additions to property, plant, and equipment

 

 

(12,961,819)

 

 

(4,325,642)

 

 

-

 

Dispositions of equipment

 

 

2,530

 

 

 

-

 

 

 

-

 

Net cash used in investing activities

 

 

(13,140,450)

 

 

(4,325,642)

 

 

-

 

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in share subscriptions received in advance

 

 

-

 

 

 

(68,411)

 

 

68,411

 

Proceeds from issuance of common shares

 

 

-

 

 

 

19,976,571

 

 

 

998,620

 

Common share issue costs

 

 

-

 

 

 

(113,446)

 

 

(7,821)

Exercise of stock options

 

 

577,500

 

 

 

560,406

 

 

 

-

 

Exercise of warrants

 

 

1,530,192

 

 

 

1,108,200

 

 

 

-

 

Lease liability principal payments

 

 

(53,279)

 

 

(6,367)

 

 

(4,810)

Short term debt

 

 

-

 

 

 

(22,115)

 

 

29,486

 

Proceeds from royalty financing

 

 

-

 

 

 

6,330,721

 

 

 

-

 

Net cash provided by financing activities

 

 

2,054,413

 

 

 

27,765,559

 

 

 

1,083,886

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

76,153

 

 

 

134,638

 

 

 

3,197

 

Net increase (decrease) in cash and cash equivalents during the year

 

 

(12,643,833)

 

 

22,214,781

 

 

 

(307,026)

Cash and cash equivalents, beginning of year

 

 

22,437,086

 

 

 

222,305

 

 

 

529,331

 

Cash and cash equivalents, end of year

 

$9,793,253

 

 

$22,437,086

 

 

$222,305

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 
9

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

 For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

   

1. Nature of Operations

 

NextSource Materials Inc. (the "Company" or “NextSource”) was continued under the Canada Business Corporations Act from the State of Minnesota to Canada on December 27, 2017 and has a fiscal year end of June 30. The Company's registered head office and primary location of records is 130 King Street West, Exchange Tower, Suite 1940, Toronto, Ontario Canada, M5X 2A2. The Company’s common shares are listed on the Toronto Stock Exchange (the “TSX”) under the symbol “NEXT” and the OTCQB under the symbol “NSRCF”.

 

NextSource is intent on becoming a vertically integrated global supplier of battery materials through the mining and value-added processing of graphite and other minerals.

 

On March 29, 2021, the Company announced the initiation of construction for Phase 1 of the Molo Graphite Mine, located in Madagascar, with a production capacity of 17,000 tpa of SuperFlake® graphite concentrate. Completion of construction activities and the start of mining activities is expected in November 2022. Completion of plant commissioning is expected in December 2022 followed by a ramp up period of up to three months prior to declaring commercial production.

 

On April 27, 2022, the Company released a Preliminary Economic Assessment (“PEA”) considering a Phase 2 expansion of the Molo Graphite Mine consisting of a stand-alone processing plant with a production capacity of 150,000 tpa. The Company has initiated a Feasibility Study and a front-end engineering design (“FEED”) study for the Phase 2 expansion considered in the PEA. The Feasibility Study is expected to be completed in December 2022 and the FEED study is expected to be completed after considering Phase 1 operational results. The Company will assess the results of the Feasibility and FEED studies prior to making a final construction decision.

 

The Company is also committed to the construction of battery anode facilities (“BAF”), which are value-added processing facilities that convert flake graphite into spheronized and purified graphite (“SPG”) and coated spheronized graphite (“CSPG”). The CSPG is typically sold to battery manufacturers as anode material, which is then assembled along with cathode material and other components into a finished lithium-ion battery. On April 12, 2021, the Company announced a binding partnership agreement for the construction of BAF plants capable of converting flake graphite into SPG and CSPG using the partner’s proven processing technology. The Company is in the process of completing technical and economic studies for the first BAF plant.

 

The Company also owns the Green Giant Vanadium Project, located in Madagascar, and the Sagar Project, located in Quebec, both of which are at the exploration and evaluation stage.

 

The Company has not previously operated any mines and has not completed the construction of any mines. No commercial revenue has been generated from any mineral resources. The Company does not pay dividends and is unlikely to do so in the immediate or foreseeable future.

 

These consolidated financial statements were approved by the Board of Directors of the Company (the “Board”) on July 5, 2023.

 

2. Basis of Presentation and Going Concern

 

Statement of compliance with IFRS

 

These consolidated financial statements have been prepared in accordance with and comply with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

 

Basis of measurement

 

The accompanying consolidated financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business, under the historical cost basis except for certain financial instruments that are measured at fair value, as explained in the accounting policies below.

 

Basis of consolidation

 

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) SARLU (“MATMAD”), a Madagascar subsidiary. MINMAU owns 100% of NextSource Minerals (Madagascar) SARLU (“MINMAD”), a Madagascar subsidiary. GRAMAU owns 100% of ERG (Madagascar) SARLU (“ERGMAD”), a Madagascar subsidiary.

 

These consolidated financial statements include the financial position, results of operations and comprehensive income (loss) and cash flows of the Company and its wholly owned subsidiaries. Intercompany balances, transactions, income and expenses, profits and losses, including gains and losses relating to subsidiaries have been eliminated on consolidation.

 

 
10

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

 For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

  

2. Basis of Presentation (continued)

 

Going Concern Assumption

 

The accompanying consolidated financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. In assessing whether the going concern assumption is appropriate, management considers all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. These consolidated financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore need to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying consolidated financial statements.

 

The Company's ability to continue operations and fund its exploration and development expenditures is dependent on management's ability to secure additional financing. As of June 30, 2022, the Company had cash and cash equivalents of $9,793,253 (June 30, 2021:

$22,437,086) and together with the royalty advance of $3,000,000 received on August 17, 2022, is expected to be sufficient to fund the remaining construction costs for Phase 1 of the Molo Graphite Mine, but is insufficient to fund all working capital requirements, general and administrative costs, BAF technical study costs and Phase 2 Feasibility Study costs until such time as cash flows from the Molo mine can support ongoing expenditures. Although management is actively pursuing additional sources of financing, and while it has been successful at doing so in the past, there can be no assurance it will be able to do so in the future. As such, conditions exist that may raise substantial doubt regarding the Company's ability to continue as a going concern.

 

3. Accounting policies

 

Foreign currencies

 

The presentation and functional currency of the Company is the US dollar.

 

The Company has primarily expended its cash on international exploration projects and historically generated its equity funding in US dollars. The Company expects to sell graphite priced in US dollars once the Molo Graphite Mine achieves production. The Company office is located in Canada and the Company expends a portion of its payroll, professional and general and administrative costs in Canadian dollars, which are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of transactions are used. The Company functional currency of the Mauritius subsidiaries is the United States dollar. The functional currency of the Madagascar subsidiaries is the Madagascar Ariary. Transfers of cash from the Company to its subsidiaries is typically completed using US dollars. All Ariary transactions are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of transactions are used.

 

For the purpose of presenting consolidated financial statements, subsidiary company assets and liabilities are expressed in United States dollars using the prevailing exchange rates at the end of the reporting period. Any exchange differences that arise are recognized in other comprehensive income and cumulative translation adjustment in equity.

 

At the end of each reporting period, the Company translates foreign currency balances as follows:

 

 

·

monetary items are translated at the closing rate in effect at the consolidated statement of financial position;

 

·

non-monetary items that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction. Items measured at fair value are translated at the exchange rate in effect at the date the fair value was measured; and

 

·

revenue and expense items are translated using the average exchange rate during the period.

  

The intercompany loans made to the subsidiary companies are considered part of the parent company’s net investment in a foreign operation as the Company does not plan to settle these balances in the foreseeable future. As a result of this assessment, the unrealized foreign exchange gains and losses on the intercompany loans are recorded through comprehensive income (loss). If the Company determined that settlement of these amounts was planned or likely in the foreseeable future, the resultant foreign exchange gains and losses would be recorded through the consolidated statement of operations and comprehensive income (loss).

 

Cash equivalents

 

The Company considers cash equivalents to be cash and highly liquid investments with original maturities of three months or less.

 

Prepayments and deposits

 

The Company makes prepayments and deposits to suppliers of services. These are recognized as prepayments when made and recognized as expenses when received. Prepayments and deposits on assets that are long term in nature are recorded as long-term prepayments and deposits.

 

 
11

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

 For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

 

3. Summary of Significant Accounting Policies (continued)

  

Financial instruments

 

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. Financial liabilities are derecognized when the obligation under the liability is extinguished, discharged, cancelled or expired. Gains and losses on derecognition of financial assets and financial liabilities are recognized within financing income and financing expense, respectively.

 

Management determines the classification of financial assets and financial liabilities at initial recognition and, except in very limited circumstances, the classification is not changed subsequent to initial recognition. The classification depends on the purpose for which the financial instruments were acquired, their characteristics and/or management’s intent. Transaction costs with respect to instruments not classified as fair value through profit or loss are recognized as an adjustment to the cost of the underlying instruments and amortized using the effective interest method.

 

The Company’s financial instruments were classified in the following categories:

 

Financial assets measured at fair value through profit or loss (FVTPL):

 

An instrument is classified as fair value through profit or loss if it is held for trading or is designated as such upon initial recognition. A financial asset is classified as fair value through profit or loss if acquired principally for the purpose of selling in the short term or if so, designated by management. All derivative financial instruments fall into this category, except for those designated and effective as hedging instruments.

 

Financial instruments included in this category are initially recognized at fair value and transaction costs are taken directly to earnings along with gains and losses arising from changes in fair value. All changes in their fair value are recorded through the consolidated statement of operations and comprehensive income (loss).

 

The following financial assets are measured at fair value through profit or loss:

 

·

Cash and cash equivalents

  

Financial assets measured at amortized cost:

 

Financial assets measured at amortized cost are initially recognized at fair value net of transaction costs and are subsequently measured at amortized cost. Interest revenue on advances and loans receivable are recognized using the effective interest method.

 

The following financial assets are measured at amortized cost:

 

·

Amounts receivable (excluding sales taxes)

 

Impairment of financial assets measured at amortized costs:

 

At each reporting date, the Company assesses whether there is any objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is impaired if there is objective evidence that the estimated future cash flows of the financial asset or the group of financial assets have been negatively impacted. Evidence of impairment may include indications that debtors are experiencing financial difficulty, default or delinquency in interest or principal payments, or other observable data which indicates that there is a measurable decrease in the estimated future cash flows.

 

If an impairment loss has occurred, the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred). The present value of the estimated future cash flows is discounted at the financial asset’s original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate.

 

The carrying amount of the asset is reduced through the use of an allowance account, and the loss is recognized in financing expense. Interest income continues to be accrued on the reduced carrying amount using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. The interest income is recorded as part of financing income. Loans together with the associated allowance are written off when there is no realistic prospect of future recovery and all collateral has been realized or has been transferred to the Company.

 

 
12

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

 For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

 

3. Summary of Significant Accounting Policies (continued)  

 

If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is increased or reduced by adjusting the allowance account. If an impairment is later recovered, the recovery is credited to financing income.

 

The Company recognizes a loss allowance for the expected credit losses associated with its financial assets. Credit losses are defined as the difference between all the contractual cash flows that are due to an entity and the cash flows that it expects to receive. This difference is discounted at the original effective interest rate (or credit adjusted effective interest rate for purchased or originated credit-impaired financial assets). Expected credit losses are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions, and forecasts of future economic conditions. In applying this forward-looking approach, a distinction is made between:

 

·

financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk, whereby ‘12-month expected credit losses’ are recognized (‘Stage 1’)

 

·

financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low, whereby ‘lifetime expected credit losses’ are recognized (‘Stage 2’); and

 

·

financial assets that have objective evidence of impairment at the reporting date, whereby the asset is written off as there is no reasonable expectation of recovering all or any portion thereof (‘Stage 3’)

 

The Company applied the simplified approach in accounting for amounts receivables and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. The Company uses its historical experience, external indicators and forward- looking information to calculate the lifetime expected credit losses using a provision matrix.

 

For financial assets assessed as impaired at the reporting date, the Company continues to recognize a loss allowance equal to lifetime expected credit losses.

 

Loss allowances for expected credit losses are presented in the consolidated statement of financial position as a deduction from the gross carrying amount of the financial asset.

 

Financial liabilities measured at amortized cost:

 

Financial liabilities are initially recognized at fair value net of transaction costs and are subsequently measured at amortized cost using the effective interest method except for derivatives and financial liabilities designated as FVTPL.

 

All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in the consolidated statement of operations and comprehensive income (loss) are included within accretion of deferred obligation, finance costs or finance income.

 

The following financial liabilities are measured at amortized cost:

 

·

Accounts payable

 

·

Accrued liabilities

 

·

Provisions

 

·

Royalty obligation

 

·

Short term debt

  

Financial liabilities measured at fair value through profit or loss:

 

Financial liabilities designated as FVTPL are initially recognized at fair value and transaction costs are taken directly to the consolidated statement of operations and comprehensive income (loss) along with gains and losses arising from changes in fair value. Derivative instruments, including embedded derivatives, are recorded at fair value unless exempted from derivative treatment as normal purchase and sale. All changes in their fair value are recorded through the consolidated statement of operations and comprehensive income (loss).

 

The following financial liabilities are measured at fair value through profit or loss:

 

·

Warrant derivative financial liabilities

  

 
13

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

 For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

 

3. Summary of Significant Accounting Policies (continued)

 

Fair value measurement

 

Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

 

·

Level 1 - valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

·

Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

·

Level 3 - valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The binomial and Black Scholes valuation techniques are permitted under IFRS for fair value calculations.

 

As of June 30, 2022, and 2021, only cash and cash equivalents, which is a Level 1 financial instrument, and the warrant liability, which is a Level 3 financial instrument, are recorded at fair value on the consolidated statements of financial position.

 

Exploration and evaluation expenditures

 

Exploration and evaluation expenditures are the costs incurred in the initial search for mineral deposits with economic potential or in the process of obtaining more information about existing mineral deposits. Exploration expenditures typically include costs associated with prospecting, sampling, mapping, diamond drilling and other work involved in searching for ore. Evaluation expenditures are the costs incurred to establish the technical and commercial viability of developing mineral deposits identified through exploration activities or by acquisition.

 

Exploration and evaluation expenditures are expensed as incurred unless it can be demonstrated that the project will generate future economic benefit. When it is determined that a project can generate future economic benefit the costs are capitalized in the property, plant and mine development line item in the consolidated statements of financial position.

 

The exploration and evaluation phase ends when the technical feasibility and commercial viability of extracting the mineral is demonstrable.

 

Mine Development Expenditures

 

Mine development stage expenditures are costs incurred to obtain access to proven and probable mineral reserves or mineral resources and provide facilities for extracting, treating, gathering, transporting and storing the minerals. The development stage of a mine commences when the technical feasibility and commercial viability of extracting the mineral resource has been determined.

 

Costs that are directly attributable to mine development are capitalized to the extent that they are necessary to bring the property to commercial production. Abnormal costs are expensed as incurred. Indirect costs are included only if they can be directly attributed to the area of interest. General and administrative costs are capitalized as part of the development expenditures when the costs are directly attributed to a specific mining development project.

 

Commercial Production

 

A mine construction project is considered to have entered the production stage when the mine construction assets are available for use. In determining whether mine construction assets are considered available for use, the criteria considered include, but are not limited to, the following:

 

·

completion of a reasonable period of testing mine plant and equipment;

 

·

ability to produce minerals in saleable form (within specifications); and

 

·

ability to sustain ongoing production of minerals.

  

When a mine construction project moves into the production stage, amortization commences, the capitalization of certain mine construction costs ceases, and expenditures are either capitalized to inventories or expensed as incurred. Exceptions include costs incurred for additions or improvements to property, plant, equipment, and mine development and for open-pit stripping activities.

 

 
14

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

 For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

  

3. Summary of Significant Accounting Policies (continued)

 

Mining properties, plant, and equipment

 

Mining Properties

 

The cost of mining properties includes the fair value attributable to proven and probable mineral reserves and mineral resources acquired in a business combination or asset acquisition, underground mine development costs, deferred stripping, capitalized exploration and evaluation costs and capitalized borrowing costs.

 

Significant payments related to the acquisition of land and mineral rights are capitalized as mining properties at cost. If a mineable ore body is discovered, such costs are amortized to income when commercial production commences, using the units-of-production method, based on estimated proven and probable mineral reserves and the mineral resources included in the current life of mine plan. If no mineable ore body is discovered, such costs are expensed in the period in which it is determined that the property has no future economic value.

 

Plant and Equipment

 

Expenditures for new facilities and improvements that can extend the useful lives of existing facilities are capitalized as plant and equipment at cost. The cost of an item of plant and equipment includes: its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates; any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management; and the estimate of the costs of dismantling and removing the item and restoring the site on which it is located other than costs that arise as a consequence of having used the item to produce inventories during the period.

 

An item of plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statements of operations and comprehensive income (loss) when the asset is derecognized.

 

Amortization of an asset begins when the asset is in the location and condition necessary for it to operate in the manner intended by management. Amortization ceases at the earlier of the date the asset is classified as held for sale or the date the asset is derecognized. Assets under construction are not amortized until the earlier of the end of the construction period or once commercial production is achieved. Amortization is charged according to either the units-of-production method or on a straight-line basis, according to the pattern in which the asset’s future economic benefits are expected to be consumed. The amortization method applied to an asset is reviewed at least annually.

 

Useful lives of plant and equipment are based on the lesser of the estimated mine lives as determined by proven and probable mineral reserves and the mineral resources included in the current life of mine plan and the estimated useful life of the asset. The following sets out the useful lives of certain assets:

 

·

Exploration and evaluation equipment

3 to 5 years

 

·

Office equipment

3 to 5 years

 

·

Vehicles

5 to 10 years

 

·

Right of use assets

4 to 50 years

 

·

Processing plant

1 to 30 years

  

Assets Under Construction

 

Cost components of a specific project that are included in the capital cost of the asset include salaries and wages directly attributable to the project, supplies and materials used in the project, and incremental overhead costs that can be directly attributable to the project.

 

Assets under construction are not amortized until the earlier of the end of the construction period or once commercial production is achieved. Upon achieving the production stage, the capitalized construction costs are transferred to the appropriate category within property, plant, equipment and mine development.

 

Borrowing Costs

 

Borrowing costs are capitalized to qualifying assets. Qualifying assets are assets that take a substantial period of time to prepare for the Company’s intended use, which includes projects that are in the exploration and evaluation, development or construction stages. Borrowing costs attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets until such time as the assets are substantially ready for their intended use. All other borrowing costs are recognized as finance costs in the period in which they are incurred. Where the funds used to finance a qualifying asset form part of general borrowings, the amount capitalized is calculated using a weighted average of rates applicable to the relevant borrowings during the period.

 

 
15

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

 For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

   

3. Summary of Significant Accounting Policies (continued)

 

Deferred Stripping

 

In open pit mining operations, it is necessary to remove overburden and other waste materials to access ore from which minerals can be extracted economically. The process of mining overburden and waste materials is referred to as stripping.

 

During the development stage of the mine, stripping costs are capitalized as part of the cost of building, developing and constructing the mine and are amortized once the mine has entered the production stage.

 

During the production stage of a mine, stripping costs are recorded as a part of the cost of inventories unless these costs are expected to provide a future economic benefit and, in such cases, are capitalized to property, plant and mine development.

 

Production stage stripping costs provide a future economic benefit when:

 

·

It is probable that the future economic benefit (e.g., improved access to the ore body) associated with the stripping activity will flow to the Company;

 

·

The Company can identify the component of the ore body for which access has been improved; and

 

·

The costs relating to the stripping activity associated with that component can be measured reliably.

  

Capitalized production stage stripping costs are amortized over the expected useful life of the identified component of the ore body that becomes more accessible as a result of the stripping activity.

 

Leases

 

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether:

 

·

The contract involves the use of an explicitly or implicitly identified asset;

 

·

The Company has the right to obtain substantially all of the economic benefits from the use of the asset throughout the contract term;

 

·

The Company has the right to direct the use of the asset.

  

The Company recognizes a right-of-use asset and a lease liability at the commencement date of the lease (i.e. the date the underlying asset is available for use).

 

Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the initial amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received.

 

Unless the Company is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the right-of-use assets are depreciated on a straight-line basis over the shorter of the estimated useful life and the lease term. Right-of-use assets are subject to impairment.

 

At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. The lease payments include fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees and the exercise price of a purchase option reasonably certain to be exercised by the Company.

 

After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the fixed lease payments or a change in the assessment to purchase the underlying asset.

 

The Company presents right-of-use assets in the plant and equipment line item on the consolidated statements of financial position and lease liabilities in the lease obligations line item on the consolidated statements of financial position.

 

The Company has elected not to recognize right-of-use assets and lease liabilities for leases that have a lease term of 12 months or less and do not contain a purchase option or for leases related to low value assets. Lease payments on short-term leases and leases of low value assets are recognized as an expense in the consolidated statements of operations and comprehensive income (loss).

 

 
16

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

 For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

  

3. Summary of Significant Accounting Policies (continued)

 

Reclamation provisions

 

Asset retirement obligations (‘‘AROs’’) arise from the acquisition, development and construction of mining properties and plant and equipment due to government controls and regulations that protect the environment on the closure and reclamation of mining properties. The major parts of the carrying amount of AROs relate to tailings closure and rehabilitation, demolition of buildings and mine facilities, ongoing water treatment and ongoing care and maintenance of closed mines. The Company recognizes an ARO at the time the environmental disturbance occurs or a constructive obligation is determined to exist based on the Company’s best estimate of the timing and amount of expected cash flows expected to be incurred. When the ARO provision is recognized, the corresponding cost is capitalized to the related item of property, plant and equipment. Reclamation provisions that result from disturbance in the land to extract ore in the current period is included in the cost of inventories.

 

The timing of the actual environmental remediation expenditures is dependent on a number of factors such as the life and nature of the asset, the operating licence conditions and the environment in which the mine operates. Reclamation provisions are measured at the expected value of future cash flows discounted to their present value using a risk-free interest rate. AROs are adjusted each period to reflect the passage of time (accretion). Accretion expense is recorded in finance costs each period. Upon settlement of an ARO, the Company records a gain or loss if the actual cost differs from the carrying amount of the ARO. Settlement gains or losses are recorded in the consolidated statements of operations and comprehensive income (loss).

 

Expected cash flows are updated to reflect changes in facts and circumstances. The principal factors that can cause expected cash flows to change are the construction of new processing facilities, changes in the quantities of material in mineral reserves and mineral resources and a corresponding change in the life of mine plan, changing ore characteristics that impact required environmental protection measures and related costs, changes in water quality that impact the extent of water treatment required and changes in laws and regulations governing the protection of the environment.

 

Each reporting period, provisions for AROs are remeasured to reflect any changes to significant assumptions, including the amount and timing of expected cash flows and risk-free interest rates. Changes to the reclamation provision resulting from changes in estimate are added to or deducted from the cost of the related asset, except where the reduction of the reclamation provision exceeds the carrying value of the related assets in which case the asset is reduced to nil and the remaining adjustment is recognized in the consolidated statements of operations and comprehensive income (loss).

 

Environmental remediation liabilities (‘‘ERLs’’) are differentiated from AROs in that ERLs do not arise from environmental contamination in the normal operation of a long-lived asset or from a legal or constructive obligation to treat environmental contamination resulting from the acquisition, construction or development of a long-lived asset. The Company is required to recognize a liability for obligations associated with ERLs arising from past acts. ERLs are measured by discounting the expected related cash flows using a risk-free interest rate. The Company prepares estimates of the timing and amount of expected cash flows when an ERL is incurred. Each reporting period, the Company assesses cost estimates and other assumptions used in the valuation of ERLs to reflect events, changes in circumstances and new information available. Changes in these cost estimates and assumptions have a corresponding impact on the value of the ERLs. Any change in the value of ERLs results in a corresponding charge or credit to the consolidated statements of operations and comprehensive income (loss). Upon settlement of an ERL, the Company records a gain or loss if the actual cost differs from the carrying amount of the ERLs in the consolidated statements of operations and comprehensive income (loss).

 

The Company’s operations are subject to environmental regulations in Madagascar. As at the date of these financial statements, the Company did not have any environmental rehabilitation obligations (ERLs) and had no asset retirement obligations (AROs).

 

Provisions and contingent liabilities

 

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where appropriate, the future cash flow estimates are adjusted to reflect risks specific to the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money. Where discounting is used, the increase in the provision due to the passage of time is recognized as financing expense. A contingent liability is disclosed where the existence of an obligation will only be confirmed by future events or where the amount of the obligation cannot be measured with reasonable reliability. Contingent assets are not recognized but are disclosed where an inflow of economic benefits is probable.

 

 
17

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

 For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

  

3. Summary of Significant Accounting Policies (continued)

 

Warrant liabilities

 

The Company issued share purchase warrants with an exercise price denominated in a currency other than its functional currency. As a result, the warrants are no longer considered solely indexed to the Company’s common shares and are classified as financial liabilities and recorded at the estimated fair value at each reporting date using the Black Scholes valuation model and Level 3 inputs on the financial instrument hierarchy. The Company records the change in fair value of the warrant liability as a component of other income and expense on the consolidated statement of operations and comprehensive income (loss).

 

Impairment of long-lived assets

 

A Cash Generating Unit (“CGU”) is defined as the smallest identifiable group of assets that are able to generate cash inflows. If an active market exists for the output produced by an asset or group of assets, that asset or group of assets shall be identified as a CGU, even if some or all of the output is used internally. At the end of each reporting period the Company assesses whether there is any indication that long-lived assets other than goodwill may be impaired. If an indicator of impairment exists, the recoverable amount of the asset is calculated in order to determine if any impairment loss is required. If it is not possible to estimate the recoverable amount of the individual asset, assets are grouped at the CGU level for the purpose of assessing the recoverable amount. An impairment loss is recognized for any excess of the carrying amount of the CGU over its recoverable amount. If the CGU includes goodwill, the impairment loss related to a CGU is first allocated to goodwill and the remaining loss is allocated on a pro-rata basis to the remaining long-lived assets of the CGU based on their carrying amounts. Impairment losses are recorded in the consolidated statements of operations and comprehensive income (loss) in the period in which they occur.

 

Any impairment charge that is taken on a long-lived asset other than goodwill is reversed if there are subsequent changes in the estimates or significant assumptions that were used to recognize the impairment loss that result in an increase in the recoverable amount of the CGU. If an indicator of impairment reversal has been identified, the recoverable amount of the asset is calculated in order to determine if any impairment reversal is required. A recovery is recognized to the extent the recoverable amount of the asset exceeds its carrying amount. The amount of the reversal is limited to the difference between the current carrying amount and the amount which would have been the carrying amount had the earlier impairment not been recognized and amortization of that carrying amount had continued. The impairment reversal is allocated on a pro-rata basis to the existing long-lived assets of the CGU based on their carrying amounts. Impairment reversals are recorded in the consolidated statements of operations and comprehensive income (loss) in the period in which they occur.

 

Share-based compensation

 

The Company offers equity-settled awards such as stock options and restricted share units to certain employees, officers and directors of the Company through its Long-Term Incentive Plan (“LTIP”).

 

Stock options

 

The Company’s LTIP provides for the granting of options to directors, officers, employees and service providers to purchase common shares. Options have exercise prices equal to the market price on the day prior to the date of grant. The fair value of these options is recognized in the consolidated statements of operations and comprehensive income (loss) or in the consolidated statements of financial position if capitalized as part of property, plant and mine development over the applicable vesting period as a compensation cost. Any consideration paid by employees on exercise of options or purchase of common shares is credited to share capital.

 

The fair value of share-based compensation is determined at the date of grant using the Black-Scholes option valuation model. Equity- settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where this fair value cannot be measured reliably, in which case they are measured at the fair value of the equity instruments granted, as at the date the Company obtains the goods or the counterparty renders the service. The fair value of the share- based compensation is only re-measured if there is a modification to the terms of the instrument, such as a change in exercise price or legal life. The fair value of the share-based compensation is recognized as an expense over the expected vesting period with a corresponding entry to shareholders’ equity.

 

Restricted share units (RSUs)

 

The Company’s LTIP provides for the granting of restricted share units (“RSU”) to directors, officers, employees and service providers to purchase common shares. RSUs are subject to vesting requirements based on specific performance measurements by the Company. The fair value for the portion of the RSUs related to market conditions is based on the application of pricing models at the grant date and the fair value for the portion related to non-market conditions is based on the market value of the shares at the grant date. Compensation expense is based on the current best estimate of the outcome for the specific performance measurement established by the Company and is recognized over the vesting period based on the number of units estimated to vest. The cost of the RSUs is recorded within equity until settled. Equity-settled awards are not remeasured subsequent to the initial grant date.

 

 
18

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

 For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

  

3. Summary of Significant Accounting Policies (continued)

 

Income taxes

 

Income tax comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case the income tax is also recognized directly in equity or other comprehensive income.

 

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to offset the amounts and the Company intends to settle on a net basis, or to realize the asset and settle the liability simultaneously.

 

Deferred tax is recognized in respect of all qualifying temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

 

Deferred tax assets are recognized to the extent future recovery is probable. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.

 

Net income (loss) per share

 

Basic net income (loss) per share is calculated by dividing net income (loss) for a given period by the weighted average number of common shares outstanding during that same period. Diluted net income (loss) per share reflects the potential dilution that could occur if holders with rights to convert instruments to common shares exercise these rights. The weighted average number of common shares used to determine diluted net income (loss) per share includes an adjustment, using the treasury stock method, for outstanding stock options and warrants.

 

Under the treasury stock method:

 

·

the exercise of stock options and warrants is assumed to occur at the beginning of the period (or date of issuance, if later);

 

·

the proceeds from the exercise of stock options and warrants plus the future period compensation expense on stock options and warrants granted are assumed to be used to purchase common shares at the average market price during the period; and

 

·

the incremental number of common shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) is included in the denominator of the diluted net income (loss) per share calculation.

  

Recently Issued Accounting Pronouncements

 

Property, Plant and Equipment — Proceeds before Intended Use (Amendments to IAS 16)

 

On May 14, 2020, the IASB issued Property, Plant and Equipment — Proceeds before Intended Use (Amendments to IAS 16)that clarify the accounting for the net proceeds from selling any items produced while bringing an item of property, plant and mine development to the location and condition necessary for it to be capable of operating in the manner intended by management. The amendments prohibit entities from deducting amounts received from selling items produced from the cost of property, plant and mine development while the Company is preparing the asset for its intended use. Instead, sales proceeds and the cost of producing these items will be recognized in the consolidated statements of operations and comprehensive income (loss). The amendments are effective for annual reporting periods beginning on or after January 1, 2022, with earlier application permitted. The amendments apply retrospectively, but only to assets brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after the beginning of the earliest period presented in the consolidated financial statements in which the Company first applies the amendments. The Company is evaluating the extent of the impact of the amendments on its Consolidated financial statements.

 

 
19

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

 For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

  

4. Significant judgments, estimates and assumptions

 

To prepare financial statements in conformity with IFRS, the Company must make estimates, judgements and assumptions concerning the future that affect the carrying values of assets and liabilities as of the date of the consolidated financial statements and the reported values of revenues and expenses during the reporting period. By their nature, these are uncertain and actual outcomes could differ from the estimates, judgments, and assumptions. The impacts of such estimates are pervasive throughout the consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and also in future periods when the revision affects both current and future periods. Significant accounting judgments, estimates and assumptions are reviewed on an ongoing basis.

 

Uncertainty due to the Covid-19 Pandemic

 

The impact of COVID-19 on the Company has been limited since it does not have any active exploration programs and construction activities related to the Molo Graphite Mine have mainly focused on overseas assembly and factory acceptance testing of the processing plant equipment by our EPC contractor. Certain of our directors, officers, employees, consultants, and contractors have been indirectly impacted by intermittent lockdowns imposed in Canada, Madagascar, Mauritius and in South Africa.

 

The Company has tried to incorporate the impacts of COVID-19 outbreaks and intermittent lockdowns into the development plans for the Molo Graphite Mine. Notwithstanding, intermittent lockdowns have the potential to cause unforeseen delays in the plant delivery and installation and commissioning schedule, as well as in the civil works and infrastructure construction schedule. It is not possible for the Company to predict the duration or magnitude of adverse impacts from further outbreaks or predict the effects on the Company’s business or results of operations.

 

The duration and full financial effect of the COVID-19 pandemic is unknown at this time, as are the measures taken by governments, the Company or others related to the COVID-19 pandemic. Any estimate of the length and severity of these developments is therefore subject to significant uncertainty, and accordingly estimates of the extent to which the COVID-19 pandemic may materially and adversely affect the Company’s operations, financial results and condition in future periods are also subject to significant uncertainty.

 

Inputs and assumptions relate to, among other things, interest rates, foreign exchange rates, cost of capital, commodity prices, and the amount and timing of future cash flows, while accounting judgments take into consideration the business and economic uncertainties related to the COVID-19 pandemic and the future response of governments, the Company and others to those uncertainties. In the current environment, the inputs and assumptions and judgements are subject to greater variability than normal, which could in the future significantly affect judgments, estimates and assumptions made by management as they relate to potential impact of the COVID-19 pandemic on various financial accounts and note disclosures and could lead to a material adjustment to the carrying value of the assets or liabilities affected. The impact of current uncertainty on judgments, estimates and assumptions includes the Company’s valuation of the long-term assets (including the assessment for impairment and impairment reversal), estimation of reclamation provisions, estimation of mineral reserves and mineral resources, and estimation of income and mining taxes. Actual results may differ materially from these estimates.

 

Going concern

 

The preparation of the consolidated financial statements requires management to make judgments regarding the ability to continue as a going concern.

 

Exploration and Evaluation Expenditures

 

The application of the Company’s accounting policy for exploration and evaluation expenditures requires judgment to determine whether future economic benefits are likely to arise and whether activities have reached a stage where the technical feasibility and commercial viability of extracting the mineral resource is demonstrable.

 

Development Stage Expenditures

 

The application of the Company’s accounting policy for development stage expenditures requires judgment to determine when the technical feasibility and commercial viability of extracting a mineral resource has been determined. Some of the factors that the Company may consider in its assessment of technical feasibility and commercial viability are set out below:

 

·

The level of geological certainty of the mineral deposit;

 

·

Life of mine plans or economic models to support the economic extraction of reserves and mineral resources;

 

·

A preliminary economic assessment, prefeasibility study or feasibility study that demonstrates the reserves and mineral resources will generate a positive commercial outcome;

 

·

Reasonable expectations that operating permits will be obtained; and

 

·

Approval by the Board of development of the project.

  

 
20

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

 For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

 

4. Significant judgments, estimates and assumptions (continued)

 

Income Taxes

 

Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax‑related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

 

Royalty obligation

 

The Company accounts for a royalty obligation using a discounted cash flow forecast prepared by management that is based on estimated future revenues from the Molo Graphite Mine. The model is not based on observable market data but rather on unobservable inputs of which the significant assumptions include the estimated flake graphite sales volumes and selling prices throughout the remainder of the royalty term. Changes to these assumptions could have a significant impact on the measurement of the royalty obligation. The value of the royalty obligation is disclosed in Note 10 – Royalty Obligation.

 

Warrant derivative liability

 

The Company measures the fair value of the derivative liability using an option pricing model. This estimate requires determining the most appropriate inputs to the valuation model including the expected life of the warrant, volatility, dividend yield, and rate of forfeitures and making assumptions about them. The value of the warrant liability along with the assumptions and model used for estimating fair value are disclosed in Note 11 - Warrant derivative liabilities.

 

Share-based compensation

 

Estimating fair value for granted stock options requires determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the option, volatility, dividend yield, and rate of forfeitures and making assumptions about them. The value of the share-based payment expense along with the assumptions and model used for estimating fair value for share-based compensation transactions are disclosed in Note 15 – Long term incentive plan.

 

5. Mine Development

 

Molo Graphite Mine, Southern Madagascar Region, Madagascar

 

On February 15, 2019, the Company received a 40-year mining license for the Molo Graphite Project from the Madagascar Government which does not limit mining to any specific volume and is subject to a 2% gross revenue royalty. On April 11, 2019, the Company also 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”).

 

Phase 1

 

On February 8, 2021, the Company announced that it entered into a binding agreement with Vision Blue Resources Limited (“Vision Blue”) to provide a financing package (the “Financing Package”) for total gross proceeds of $29.5 million. The proceeds of the Financing Package will be used to complete construction of Phase 1 of the Company’s Molo Graphite Mine. The Financing Package consisted of an initial private placement of $6.0 million (completed on March 15, 2021), a second private placement for $12.5 million (completed on May 19, 2021), and a $11.0 million royalty financing agreement ($8.0 million received on June 28, 2021 and $3.0 million received on August 17, 2022). Vision Blue was also granted a right of first refusal to finance a Phase 2 expansion of the mine.

 

On March 29, 2021, the Company announced the initiation of construction for Phase 1 of the Molo Graphite Mine with a production capacity of 17,000 tpa of SuperFlake® graphite concentrate. Completion of construction activities and the start of mining is expected in November 2022. Completion of construction activities and the start of mining activities is expected in November 2022. Plant commissioning is expected in December 2022 followed by a ramp up period of up to three months prior to declaring commercial production.

 

Phase 2 Expansion

 

On April 27, 2022, the Company released a Preliminary Economic Assessment (“PEA”) considering a Phase 2 expansion of the Molo Graphite Mine consisting of a stand-alone processing plant with a production capacity of 150,000 tpa. The Company has initiated a Feasibility Study and a front-end engineering design (“FEED”) study for the Phase 2 expansion considered in the PEA. The Feasibility Study is expected to be completed in December 2022 and the FEED study is expected to be completed after considering Phase 1 operational results. The Company will assess the results of the Feasibility and FEED studies prior to making a final construction decision.

 

 
21

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

 For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

  

6. Exploration and Evaluation Properties

 

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

 

As part of Financing Package announced on February 8, 2021, Vision Blue will receive a royalty of 1.0% of the gross revenues from sales of vanadium pentoxide (“V2O5”) from the Green Giant Vanadium Project for a period of 15 years following commencement of production of V2O5.

 

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.

 

As of June 30, 2022, the Company has not capitalized any acquisition, exploration, and evaluation costs.

 

Sagar Project, 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 royalty ("NSR") on certain claims within the property. Other unrelated parties retain a 1% NSR and a 0.5% NSR on certain claims within the property, whereby half of the 1% NSR can be acquired at the Company’s option by paying $200,000 and half of the 0.5% NSR can be acquired at the Company’s option by paying $100,000.

 

As of June 30, 2022, the Company has not capitalized any acquisition, exploration, and evaluation costs.

 

As of June 30, 2022, the Sagar property consisted of 184 claims covering a total area of 8,539.58 ha. The Company does not have any immediate plans to complete any further exploration on this property.

 

7. Property, Plant, and Equipment

 

As of June 30, 2022, property, plant, and equipment was $18,652,394 (June 30, 2021: $4,337,161). Assets Under Construction consist of $15,692,451 (2021: $3,611,890) for Phase 1 of the Molo Mine, $552,960 (2021: $nil) for Phase 2 of the Molo Mine and $547,812 (2021: $nil) for the BAF plant. During the year ended June 30, 2022, the Company capitalized additions of $14,350,273 (year ended June 30, 2021: 4,325,642) and amortized $35,040 (year ended June 30, 2021: $6,592). The Mining Property additions include production obligation accretion of $94,634. The Assets Under Construction additions include royalty obligation accretion of $904,771. The Right of Use Assets additions of $389,049 consist of the recognition of long-term property lease obligation.

 

 

 

Mining

 

 

Assets Under

 

 

Equipment &

 

 

Right of Use

 

 

 

 

 

 

Property

 

 

Construction

 

 

Vehicles

 

 

Assets

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

 

 $

 

 

$

 

As at June 30, 2020

 

 

-

 

 

 

-

 

 

 

-

 

 

 

18,111

 

 

 

18,111

 

Additions

 

 

708,514

 

 

 

3,611,890

 

 

 

5,238

 

 

 

-

 

 

 

4,325,642

 

Amortization

 

 

-

 

 

 

-

 

 

 

(555)

 

 

(6,037)

 

 

(6,592)

As at June 30, 2021

 

 

708,514

 

 

 

3,611,890

 

 

 

4,683

 

 

 

12,074

 

 

 

4,337,161

 

Additions

 

 

398,836

 

 

 

13,181,333

 

 

 

239,542

 

 

 

530,562

 

 

 

14,350,273

 

Amortization

 

 

-

 

 

 

-

 

 

 

(29,053)

 

 

(5,987)

 

 

(35,040)

As at June 30, 2022

 

 

1,107,350

 

 

 

16,793,223

 

 

 

215,172

 

 

 

536,649

 

 

 

18,652,394

 

Cost

 

 

708,514

 

 

 

3,611,890

 

 

 

5,238

 

 

 

24,165

 

 

 

4,349,807

 

Accumulated amortization

 

 

-

 

 

 

-

 

 

 

(555)

 

 

(12,091)

 

 

(12,646)

As at June 30, 2021

 

 

708,514

 

 

 

3,611,890

 

 

 

4,683

 

 

 

12,074

 

 

 

4,337,161

 

Cost

 

 

1,107,350

 

 

 

16,793,223

 

 

 

244,780

 

 

 

554,727

 

 

 

18,700,080

 

Accumulated amortization

 

 

-

 

 

 

-

 

 

 

(29,608)

 

 

(18,078)

 

 

(47,686)

As at June 30, 2022

 

 

1,107,350

 

 

 

16,793,223

 

 

 

215,172

 

 

 

536,649

 

 

 

18,652,394

 

 

 
22

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

 For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

 

8. Short-Term Debt

 

The Company had a Canada Emergency Business Account (CEBA), which had loan forgiveness provisions whereby 25% of the loan principal would be forgiven if 75% of the loan principal was repaid prior to December 31, 2022. The Company had previously withdrawn CAD$40,000 and repaid CAD$30,000 of loan principal, thereby recognizing a CAD$10,000 provision for loan forgiveness resulting in a carrying balance of $nil on June 30, 2021. On January 28, 2022, the Company received confirmation the CAD$10,000 forgiveness had been received and the CEBA was closed.

 

9. Lease obligations

 

On July 1, 2019, the Company recognized a right of use asset and lease obligations of $24,164 using an incremental borrowing rate of 10.43% related to the long-term lease of the exploration camp in Fotadrevo, Madagascar. As of June 30, 2022, the exploration camp lease had a remaining term of 12 months.

 

On March 31, 2022, the Company recognized a right of use asset and lease obligations of $389,049 using an incremental borrowing rate of 13.8% related to the long-term emphyteutic property lease for the Molo mining property, which is payable to the Government of Madagascar and will expire in 2072.

 

The following table sets out the carrying amounts of lease obligations for right of use assets included in the consolidated statement of financial position and the movements between the reporting periods:

 

 

 

Camp Lease

 

 

Property Lease

 

 

Total Obligations

 

 

 

$

 

 

$

 

 

$

 

As at June 30, 2020

 

 

16,018

 

 

 

-

 

 

 

16,018

 

Lease payments

 

 

(6,367)

 

 

-

 

 

 

(6,367)

Finance costs

 

 

1,317

 

 

 

-

 

 

 

1,317

 

Foreign exchange adjustments

 

 

131

 

 

 

-

 

 

 

131

 

As at June 30, 2021

 

 

11,099

 

 

 

-

 

 

 

11,099

 

Additions

 

 

-

 

 

 

389,049

 

 

 

389,049

 

Lease payments

 

 

(6,027)

 

 

(47,252)

 

 

(53,279)

Finance costs

 

 

900

 

 

 

11,080

 

 

 

11,980

 

Foreign exchange adjustments

 

 

(318)

 

 

(8,713)

 

 

(9,031)

As at June 30, 2022

 

 

5,654

 

 

 

344,164

 

 

 

349,818

 

 

The following table sets out the lease obligations included in the consolidated statements of financial position:

 

 

 

Camp Lease

 

 

Property Lease

 

 

Total Obligations

 

 

 

$

 

 

$

 

 

$

 

Current portion of lease obligations

 

 

5,654

 

 

 

46,071

 

 

 

51,725

 

Long-term lease obligations

 

 

-

 

 

 

298,093

 

 

 

298,093

 

As at June 30, 2022

 

 

5,654

 

 

 

344,164

 

 

 

349,818

 

 

Future minimum lease payments required to meet obligations that have initial or remaining non-cancellable lease terms are set out in the following table:

 

 

 

Camp Lease

 

 

Property Lease

 

 

Total Obligations

 

 

 

$

 

 

$

 

 

$

 

Within 12 months

 

 

5,890

 

 

 

46,071

 

 

 

51,961

 

Between 13 and 24 months

 

 

-

 

 

 

46,071

 

 

 

46,071

 

Between 25 and 36 months

 

 

-

 

 

 

46,071

 

 

 

46,071

 

Between 37 and 48 months

 

 

-

 

 

 

46,071

 

 

 

46,071

 

Between 49 and 60 months

 

 

-

 

 

 

46,071

 

 

 

46,071

 

Over 60 months

 

 

-

 

 

 

2,027,124

 

 

 

2,027,124

 

Total undiscounted lease obligations

 

 

5,890

 

 

 

2,257,479

 

 

 

2,263,369

 

 

Leases of low value assets, short term leases of 12 months or less, and leases with variable payments proportional to the rate of use of the underlying asset do not give rise to a lease obligation. During the year ended June 30, 2022, the Company recognized short-term rent expenses of $7,141 (2021: $19,857) in the consolidated statements of operations and comprehensive income (loss).

 

 
23

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

 

10. Royalty obligations

 

Vision Blue

 

On February 8, 2021, the Company announced that it entered into a binding agreement with Vision Blue to provide a Financing Package for total gross proceeds of $29.5 million consisting of private placements and a royalty financing agreement. As part of the royalty financing agreement:

 

 

(a)

The Company received the initial royalty funding of $8.0 million (less a $1.5 million royalty financing fee) on June 28, 2021 and received the remaining $3.0 million on August 17, 2022.

 

(b)

Beginning on the biannual period ending June 30, 2022, the Company will pay to Vision Blue the greater of: (i) $825,000 (the “Minimum Repayment”) or (ii) 3% of the gross sales revenues from graphite concentrate sales (the “GSR”). Once Vision Blue has received cumulative royalty payments of $16.5 million, the Minimum Repayment will cease, and the royalty will be based on the GSR. NextSource will have the option at any time to reduce the GSR to 2.25% upon payment to Vision Blue of $20 million. The Company may delay each of the biannual Minimum Repayments by 12 months, which will become subject to accrued interest of 15% per annum.

 

(c)

Vision Blue received a royalty of 1.0% of the gross revenues from sales of vanadium pentoxide (“V2O5”) from the Green Giant Vanadium Project for a period of 15 years following commencement of production of V2O5.

 

On June 30, 2021, the Company recognized a royalty obligation at the fair value of $6.5 million, which was equal to the present value using an effective discount rate of 13.8% of (1) the deferred royalty funding of $3.0 million, (2) the minimum royalty payments, (3) the accrued interest on minimum royalty payment deferrals of 12 months each, and (4) the perpetual 3% royalty on the estimated revenues of the remaining 30-year life of mine for Phase 1. The discount rate was determined at recognition by calculating the internal rate of return (IRR) of the expected cash flows. Upon recognition, a total of $169,279 of capitalized legal fees was netted against the obligation resulting in an initial carrying value of $6,330,721. The carrying value of the royalty obligation will be remeasured at each reporting period based on the revised expected future cash flows using the original discount rate under the amortized cost method.

 

During the year ended June 30, 2022, the royalty obligation was increased by accretion of $904,771 (2021: $Nil), which was capitalized as Assets Under Construction under property, plant, and equipment. As of June 30, 2022, the royalty obligation was remeasured at

$7,731,196 (June 30, 2021: $6,330,721) resulting in a change in valuation of $495,704 (2021: $Nil).

 

 

 

Total

 

 

 

$

 

As at June 30, 2020

 

 

-

 

Recognition of royalty obligation

 

 

6,330,721

 

As at June 30, 2021

 

 

6,330,721

 

Accretion of royalty obligation

 

 

904,771

 

Remeasurement of royalty obligation

 

 

495,704

 

As at June 30, 2022

 

 

7,731,196

 

 

Future undiscounted minimum royalty payments including accrued interest on deferrals are set out in the following table:

 

 

 

Total

 

 

 

$

 

Within 12 months

 

 

948,750

 

Between 13 and 24 months

 

 

1,897,500

 

Between 25 and 36 months

 

 

1,897,500

 

Between 37 and 48 months

 

 

1,897,500

 

Between 49 and 60 months

 

 

1,897,500

 

Over 60 months

 

 

10,436,250

 

Total undiscounted minimum payments and interest

 

 

18,975,000

 

 

Malagasy Minerals

 

On December 14, 2011, the Company entered into a Definitive Joint Venture Agreement ("JVA") with Malagasy Minerals Limited ("Malagasy") to acquire a 75% interest in a property package that included the Molo graphite and Green Giant vanadium exploration claims. 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, subject to Malagasy retaining a 1.5% net smelter royalty (“NSR”). Prior to becoming a Director of the Company, Brett Whalen purchased an option to acquire the 1.5% NSR from Malagasy upon the mine achieving commercial production in return for a further payment to Malagasy.

 

 

24

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

 

10. Royalty obligations (continued)

 

BAF Plants

 

On April 12, 2021, the Company announced a binding partnership agreement for the construction of BAF plants capable of converting flake graphite into SPG and CSPG using the partner’s proven processing technology. The Chinese partner will design and develop the process flowsheets, source all necessary equipment, and will provide all necessary training and operational know-how and in return will receive a 2% licensing royalty. Whereas the Japanese partner will leverage its sales relationships and will act as exclusive agent for sales, marketing, and trading and in return will receive a 3% sales commission royalty.

   

11. Warrant Derivative Liabilities

 

Warrants issued in a currency other than the Company’s functional currency are considered a derivative financial liability settled through the consolidated statement of operations and comprehensive income (loss) as per IFRS 9 Financial Instruments. The fair value of warrants is initially measured on their issue date as a financial liability using the Black-Scholes option valuation model. The fair value of exercised warrants is remeasured on their exercise date and the fair value is reallocated to equity. The fair value of expired warrants is remeasured on their expiration date and at each reporting period date through the consolidated statement of operations and comprehensive income (loss).

 

During the year ended June 30, 2022, a total of $4,462,156 was reclassified to equity upon the exercise of warrants. As of June 30, 2022, the derivative liability was remeasured at $21,689,490 (June 30, 2021: $45,380,933) resulting in a change in fair value of $19,229,287 (2021: $6,808,106) through the consolidated statement of operations and comprehensive income (loss).

 

 

 

Warrant Liability

 

 

 

$

 

As at June 30, 2020

 

 

208,768

 

Recognition of derivative liability

 

 

56,216,388

 

Reclassification to equity on exercise of warrants

 

 

(4,236,117)

Change in fair value

 

 

(6,808,106)

As at June 30, 2021

 

 

45,380,933

 

Reclassification to equity on exercise of warrants

 

 

(4,462,156)

Change in fair value

 

 

(19,229,287)

As at June 30, 2022

 

 

21,689,490

 

 

The fair value of warrants expiring October 25, 2021 was estimated using the following model inputs on the following valuation dates:

 

Warrants Expiring October 25, 2021

 

Warrant Liability

 

 

 

$

 

As of June 30, 2020

 

 

201,687

 

Reclassification to equity on exercise of warrants

 

 

(1,373,246)

Change in fair value

 

 

2,278,285

 

As of June 30, 2021

 

 

1,106,726

 

Reclassification to equity on exercise of warrants

 

 

(1,248,478)

Change in fair value

 

 

141,752

 

As of June 30, 2022

 

 

-

 

 

The fair value of warrants expiring October 25, 2021 was estimated using the following model inputs on the following valuation dates:

 

Warrants Expiring July 2, 2022

 

Warrant Liability

 

 

 

$

 

As of June 30, 2020

 

 

-

 

Recognition on July 2, 2020 (issue date)

 

 

421,861

 

Reclassification to equity on exercise of warrants

 

 

(2,862,871)

Change in fair value

 

 

5,773,919

 

As of June 30, 2021

 

 

3,332,909

 

Reclassification to equity on exercise of warrants

 

 

(3,213,678)

Change in fair value

 

 

(119,231)

As of June 30, 2022

 

 

-

 

 

 
25

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

 

11. Warrant Derivative Liabilities (continued)

 

The initial fair value of $55,794,527 for the warrants issued on May 19, 2021 consisted of $12,500,000 that was reclassed from equity to warrant liability and $43,294,527 that was recognized through the statement of operations and comprehensive income (loss).

 

The fair value of warrants expiring May 19, 2023 was estimated using the following model inputs on the following valuation dates:

 

Warrants Expiring May 19, 2023

 

Warrant Liability

 

 

 

$

 

As of June 30, 2020

 

 

-

 

Recognition on May 19, 2021 (issue date)

 

 

55,794,527

 

Reclassification to equity on exercise of warrants

 

 

-

 

Change in fair value through profit and loss

 

 

(14,853,229)

Share price on measurement date

 

(CAD $2.64) USD $2.13

 

Exercise price

 

(CAD $1.00) USD $0.81

 

Risk free rate

 

 

0.45%

Expected volatility

 

 

152%

Expected dividend yield

 

Nil

 

Expected life (in years)

 

 

1.89

 

As of June 30, 2021

 

 

40,941,298

 

Reclassification to equity on exercise of warrants

 

 

-

 

Change in fair value through profit and loss

 

 

(19,251,808)

Share price on measurement date

 

(CAD $2.12) USD $1.65

 

Exercise price

 

(CAD $1.00) USD $0.78

 

Risk free rate

 

 

3.10%

Expected volatility

 

 

71%

Expected dividend yield

 

Nil

 

Expected life (in years)

 

 

0.88

 

As of June 30, 2022

 

 

21,689,490

 

 

12. Provisions

 

Commercial production provision

 

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 CAD$1,000,000 will be due within five days of the commencement of commercial production (the “Commercial Production Fee”). On June 30, 2021, the Company recognized a provision of $708,514 using a 13.8% discount rate based on the expected settlement of the Commercial Production Fee on or around June 30, 2022. The provision was recorded at amortized cost and was capitalized as Property under Property, Plant and Equipment.

 

During the year ended June 30, 2022, accretion of $94,634 (2021: $Nil) was capitalized as Property and a remeasurement gain of $48,472 was recognized through the consolidated statement of operations and comprehensive income (loss). On June 30, 2022, the provision was remeasured at $727,051 (June 30, 2021: $708,514) due to changes in foreign exchange that were recognized in the consolidated statement of operations and comprehensive income (loss).

 

Flow-through 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 provisions 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.

 

As of June 30, 2022, based on the limited amount of completed settlements the Company revised the provision to $nil (June 30, 2021:

$29,508) resulting in a gain of $28,385 (June 30, 2021: $146,814) recognized through the consolidated statement of operations and comprehensive income (loss).

 

 
26

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

 

13. Share Capital

 

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, 2022, the Company had 101,872,614 common shares issued and outstanding (June 30, 2021: 98,184,260).

 

The following shares were issued during the year ended June 30, 2022:

 

 

(a)

On September 23, 2021, a total of 211,112 warrants priced at CAD$0.90 were exercised into 211,112 common shares for gross proceeds of $150,588.

 

 

 

 

(b)

On October 5, 2021, a total of 54,616 warrants priced at CAD$0.65 and 206,667 warrants priced at CAD$0.90 were exercised into 261,283 common shares for gross proceeds of $175,077.

 

 

 

 

(c)

On October 20, 2021, a total of 155,556 warrants priced at CAD$0.90 were exercised into 155,556 common shares for gross proceeds of $113,110.

 

 

 

 

(d)

On October 22, 2021, a total of 214,445 warrants priced at CAD$0.90 were exercised into 214,445 common shares for gross proceeds of $156,129.

 

 

 

 

(e)

On November 23, 2021, a total of 100,000 warrants priced at CAD$0.65 were exercised into 100,000 common shares for gross proceeds of $51,407.

 

 

 

 

(f)

On December 16, 2021, a total of 123,518 RSUs were converted into common shares.

 

 

 

 

(g)

On March 2, 2022, a total of 461,539 warrants priced at CAD$0.65 were exercised into 461,539 common shares for gross proceeds of $235,804.

 

 

 

 

(h)

On March 31, 2022, a total of 30,800 warrants priced at CAD$0.65 were exercised into 30,800 common shares for gross proceeds of $15,998.

 

 

 

 

(i)

On April 28, 2022, a total of 38,500 warrants priced at CAD$0.65 were exercised into 38,500 common shares for gross proceeds of $19,575.

 

 

 

 

(j)

On May 18, 2022, a total of 325,000 warrants priced at CAD$0.65 were exercised into 325,000 common shares for gross proceeds of $162,345.

 

 

 

 

(k)

On May 18, 2022, a total of 220,000 options priced at USD$0.66 were exercised into 220,000 common shares for gross proceeds of $144,833.

 

 

 

 

(l)

On May 23, 2022, a total of 220,000 options priced at USD$0.66 were exercised into 220,000 common shares for gross proceeds of $146,764.

 

 

 

 

(m)

On June 2, 2022, a total of 220,000 options priced at USD$0.66 were exercised into 220,000 common shares for gross proceeds of $145,200.

 

 

 

 

(n)

On June 9, 2022, a total of 215,000 options priced at USD$0.66 were exercised into 215,000 common shares for gross proceeds of $141,900.

 

 

 

 

(o)

On June 24, 2022, a total of 30,800 warrants priced at CAD$0.65 were exercised into 30,800 common shares for gross proceeds of $15,529.

 

 

 

 

(p)

On June 27, 2022, a total of 180,000 warrants priced at CAD$0.65 were exercised into 180,000 common shares for gross proceeds of $91,090.

 

 

 

 

(q)

On June 30, 2022, a total of 680,801 warrants priced at CAD$0.65 were exercised into 680,801 common shares for gross proceeds of $343,538.

 

 
27

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

 

13. Share Capital (continued)

 

The following changes to the issued and outstanding common shares occurred during the year ended June 30, 2021:

 

 

(a)

On July 2, 2020, the Company completed a non-brokered private placement of 6,157,887 units at a price of $0.24 (CAD$0.325) per unit for gross proceeds of $1,476,571 (CAD$2,001,310). Each unit consisted of one common share of the Company and one-half of one common share purchase warrant, with each full warrant entitling the holder to acquire one additional common share of the Company at a price of $0.48 (CAD$0.65) per share for a period of 24 months. No finder fees or commissions were paid in association with the private placement. In connection with the non-brokered private placement, the Company incurred $9,293 in share issuance costs.

 

 

 

 

(b)

On December 22, 2020, a total of 72,174 stock options priced at $0.56 were exercised into 72,174 common shares for gross proceeds of $40,418.

 

 

 

 

(c)

On February 9, 2021, a total of 147,000 stock options priced at $0.66 were exercised into 147,000 common shares for gross proceeds of $97,054.

 

 

 

 

(d)

On February 12, 2021, a total of 55,000 warrants priced at CAD$0.90 and 15,385 warrants at a price of CAD$0.65 were exercised into 70,385 common shares for gross proceeds of $46,760.

 

 

 

 

(e)

On February 19, 2021, a total of 22,223 stock options priced at CAD$0.90 were exercised into 22,223 common shares for gross proceeds of $15,857 and a total of 517,443 RSUs that vested on February 7, 2021 were converted into common shares for no additional consideration.

 

 

 

 

(f)

On February 23, 2021, a total of 73,000 stock options priced at $0.66 were exercised into 73,000 common shares for gross proceeds of $48,439.

 

 

 

 

(g)

On February 26, 2021, a total of 111,112 warrants priced at CAD$0.90 were exercised into 111,112 common shares for gross proceeds of $79,172.

 

 

 

 

(h)

On March 4, 2021, a total of 50,000 warrants priced at CAD$0.65 were exercised into 50,000 common shares for gross proceeds of $25,681.

 

 

 

 

(i)

On March 8, 2021, a total of 290,000 stock options priced at CAD$1.00 and 220,000 stock options priced at $0.66 were exercised into 510,000 common shares for gross proceeds of $374,494.

 

 

 

 

(j)

On March 15, 2021, the Company completed a non-brokered private placement of 12,000,000 common shares at a price of CAD$0.65 per share for total gross proceeds of $6,000,000 (CAD$7,800,000). In connection with the non-brokered private placement, the Company incurred $16,367 in share issuance costs.

 

 

 

 

(k)

On April 12, 2021, a total of 361,500 warrants priced at CAD$0.65 and 55,555 warrants priced at CAD$0.90 were exercised into 417,055 common shares for gross proceeds of $226,506.

 

 

 

 

(l)

On May 19, 2021, the Company completed a non-brokered private placement of 23,214,286 units at a price of CAD$0.65 per unit for total gross proceeds of $12,500,000 (CAD$15,089,286). Each unit consisted of one common share of the Company and one common share purchase warrant, with each warrant entitling the holder to acquire one additional common share of the Company at a price of CAD$1.00 per share for a period of 24 months. No finder fees or commissions were paid in association with the private placement. In connection with the non-brokered private placement, the Company incurred $87,788 in share issuance costs.

 

 

 

 

(m)

On May 25, 2021, a total of 750,000 warrants priced at CAD$0.65 were exercised into 750,000 common shares for gross proceeds of $403,705.

 

 

 

 

(n)

On June 7, 2021, a total of 200,000 warrants priced at CAD$0.90 were exercised into 200,000 common shares for gross proceeds of $148,518.

 

 

 

 

(o)

On June 23, 2021, a total of 222,223 warrants priced at CAD$0.90 were exercised into 222,223 common shares for gross proceeds of $162,000.

 

 
28

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

 

14. Warrants

 

The Company issued common share purchase warrants as part of equity private placements. The fair value of warrants is determined using the Black-Scholes option valuation model based on the market price, the exercise price, compound risk free interest rate, annualized volatility, and number of periods until expiration. Depending on the nature of the warrants, the fair value may be classified as equity or as a derivative financial liability settled through profit and loss. Each warrant entitles the holder to purchase one common share of the Company at the respective exercise price prior to or on the respective expiration date.

 

As of June 30, 2022, the Company had 23,214,286 common share purchase warrants outstanding (June 30, 2021: 25,904,122) with a weighted average expiration of 0.88 years (June 30, 2021: 1.77 years), which are exercisable into 23,214,286 (June 30, 2021: 25,904,122) common shares at a weighted average exercise price of USD$0.78 (June 30, 2021: USD$0.78). All outstanding warrants vested on their respective issue dates.

 

 

 

 

 

 

 

As at

 

 

 

 

 

 

 

 

 

 

 

As at

 

Issued

 

Expiration

 

Exercise

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

Date

 

Date

 

Price

 

2021

 

 

Issued

 

 

Cancelled

 

 

Exercised

 

 

2022

 

October 25, 2019

 

October 25, 2021

 

CAD $0.90

 

 

787,780

 

 

 

-

 

 

 

-

 

 

 

(787,780)

 

 

-

 

July 2, 2020

 

July 2, 2022

 

CAD $0.65

 

 

1,902,056

 

 

 

-

 

 

 

-

 

 

 

(1,902,056)

 

 

-

 

May 19, 2021

 

May 19, 2023

 

CAD $1.00

 

 

23,214,286

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

23,214,286

 

Totals

 

 

 

 

 

 

25,904,122

 

 

 

-

 

 

 

-

 

 

 

(2,689,836)

 

 

23,214,286

 

 

Nil common share purchase warrants were issued during the year ended June 30, 2022.

 

 

 

 

 

 

 

As at

 

 

 

 

 

 

 

 

 

 

 

As at

 

Issued

 

Expiration

 

Exercise

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

Date

 

Date

 

Price

 

2020

 

 

Issued

 

 

Cancelled

 

 

Exercised

 

 

2021

 

August 17, 2018

 

August 17, 2020

 

CAD $1.00

 

 

1,065,265

 

 

 

-

 

 

 

(1,065,265)

 

 

-

 

 

 

-

 

October 25, 2019

 

October 25, 2021

 

CAD $0.90

 

 

1,453,892

 

 

 

-

 

 

 

-

 

 

 

(666,112)

 

 

787,780

 

July 2, 2020

 

July 2, 2022

 

CAD $0.65

 

 

-

 

 

 

3,078,941

 

 

 

-

 

 

 

(1,176,885)

 

 

1,902,056

 

May 19, 2021

 

May 19, 2023

 

CAD $1.00

 

 

-

 

 

 

23,214,286

 

 

 

-

 

 

 

-

 

 

 

23,214,286

 

Totals

 

 

 

 

 

 

2,519,157

 

 

 

26,293,227

 

 

 

(1,065,265)

 

 

(1,842,997)

 

 

25,904,122

 

 

The following common share purchase warrants were issued during the year ended June 30, 2021:

 

(a)

On July 2, 2020, the Company completed a non-brokered private placement of 6,157,887 units at a price of $0.24 (CAD$0.325) per unit for gross proceeds of $1,476,571 (CAD$2,001,310). Each Unit consists of one common share of the Company and one-half of one common share purchase warrant (a “Warrant”), with each full Warrant entitling the holder to acquire one additional common share of the Company at a price of CAD$0.65 (USD$0.52) per share for a period of 24 months.

(b)

On May 19, 2021, the Company completed a non-brokered private placement of 23,214,286 units at a price of CAD$0.65 per unit for total gross proceeds of $12,500,000 (CAD$15,089,286). Each unit consisted of one common share of the Company and one common share purchase warrant, with each warrant entitling the holder to acquire one additional common share of the Company at a price of CAD$1.00 (USD$0.80) per share for a period of 24 months.

 

 
29

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

 

15. Long term incentive plan

 

The Company’s long term incentive plan (the “LTIP plan”) is restricted to a maximum of 10% of the issued and outstanding common shares. Under the LTIP plan, the Company may grant securities-based incentives including stock options and restricted share units (“RSUs”) to directors, officers, employees, and consultants. The Board of Directors administers the plan and determines the vesting and terms of each grant.

 

Stock Options

 

The Company determined the fair value of stock options using the Black-Scholes option valuation model, which has several inputs including the market price, the exercise price, compound risk free interest rate, annualized volatility, and the number of periods until expiration. The fair value is recorded in equity and expensed through profit and loss over the vesting period. Each stock option entitles the holder to purchase one common share of the Company at the respective exercise price prior to, or on, its expiration date.

 

As of June 30, 2022, the Company had 1,910,000 stock options outstanding (June 30, 2021: 2,780,000) with a weighted average expiration of 1.74 years (June 30, 2021: 2.15), which are exercisable into 1,910,000 common shares (June 30, 2021: 2,780,000) at a weighted average exercise price of USD$2.17 (June 30, 2021: USD$1.73). All the outstanding stock options vested on their respective grant dates.

 

 

 

 

 

 

 

As at

 

 

 

 

 

 

 

 

 

 

 

As at

 

Award & Vesting

 

Expiration

 

Exercise

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

Date

 

Date

 

Price

 

2021

 

 

Awarded

 

 

Cancelled

 

 

Exercised

 

 

2022

 

June 9, 2017

 

June 9, 2022

 

USD $0.66

 

 

900,000

 

 

 

-

 

 

 

(25,000)

 

 

(875,000)

 

 

-

 

March 26, 2019

 

March 26, 2024

 

CAD $1.00

 

 

580,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

580,000

 

March 19, 2021

 

March 19, 2024

 

CAD $3.60

 

 

1,300,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,300,000

 

May 11, 2022

 

May 11, 2025

 

CAD $2.50

 

 

-

 

 

 

30,000

 

 

 

-

 

 

 

-

 

 

 

30,000

 

Totals

 

 

 

 

 

 

2,780,000

 

 

 

30,000

 

 

 

(25,000)

 

 

(875,000)

 

 

1,910,000

 

 

The following stock options were granted during the year ended June 30, 2022:

 

 

(a) 

On May 11, 2022, the Company granted 30,000 stock options exercisable at a price of CAD$2.50 for a period of three years. The options were valued at $43,050 using the Black-Scholes pricing model based on a risk-free rate of 2.74%, a term of 3 years, volatility of 128% and a market price of $1.93 (CAD$2.50). These stock options vested on the grant date.

  

 

 

 

 

 

 

As at

 

 

 

 

 

 

 

 

 

 

 

As at

 

Award & Vesting

 

Expiration

 

Exercise

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

Date

 

Date

 

Price

 

2020

 

 

Awarded

 

 

Cancelled

 

 

Exercised

 

 

2021

 

December 22, 2015

 

December 22, 2020

 

USD $0.56

 

 

630,001

 

 

 

-

 

 

 

(557,826)

 

 

(72,175)

 

 

-

 

June 9, 2017

 

June 9, 2022

 

USD $0.66

 

 

1,810,000

 

 

 

-

 

 

 

(470,000)

 

 

(440,000)

 

 

900,000

 

March 26, 2019

 

March 26, 2024

 

CAD $1.00

 

 

1,185,000

 

 

 

-

 

 

 

(315,000)

 

 

(290,000)

 

 

580,000

 

March 19, 2021

 

March 19, 2024

 

CAD $3.60

 

 

-

 

 

 

1,300,000

 

 

 

-

 

 

 

-

 

 

 

1,300,000

 

Totals

 

 

 

 

 

 

3,625,001

 

 

 

1,300,000

 

 

 

(1,342,826)

 

 

(802,175)

 

 

2,780,000

 

 

The following stock options were granted during the year ended June 30, 2021:

 

 

(a)

On March 19, 2021, the Company granted 1,300,000 stock options exercisable at a price of CAD$3.60 for a period of three years. The options were valued at $2,777,404 using the Black-Scholes pricing model based on a risk-free rate of 0.53%, a term of 3 years, volatility of 130% and a market price of $2.88 (CAD$3.60). These stock options vested on the grant date.

  

 
30

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

 

15. Long term incentive plan (continued)

 

Restricted share units (RSUs)

 

The fair value of RSUs is based on the grant-day intrinsic value of the shares that are expected to vest by the vesting date. Each RSU entitles the holder to receive a common share of the Company prior to, or on, its expiration date subject to achieving the performance criterion (“milestone”) prior to, or on, its vesting date. The fair value is recorded in equity and expensed through profit and loss over the expected vesting period and is subject to remeasurement at the end of each reporting period based on the probability of achieving the milestone and adjustments for potential forfeitures.

 

As of June 30, 2022, the Company had 270,000 RSUs issued and outstanding (June 30, 2021: 475,000) which entitle the holders to receive 270,000 common shares (June 30, 2021: 475,000) for no additional consideration but are subject to satisfying their respective vesting conditions. The RSUs have a weighted average until vesting of 0.38 years (June 30, 2021: 0.86) and weighted average until expiration of 1.00 years (June 30, 2021: 1.40). A total of $342,880 (2021: $468,844) was expensed as share-based compensation related to vesting or cancellation of RSUs

 

 

 

 

 

 

 

As at

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at

 

Grant

 

Vesting

 

Expiration

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

Date

 

Date

 

Date

 

2021

 

 

Awarded

 

 

Cancelled

 

 

Converted

 

 

2022

 

Vesting condition - Employment on vesting date:

March 19, 2021

 

December 31, 2022

 

June 30, 2023

 

 

200,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

200,000

 

May 11, 2022

 

July 14, 2022

 

June 30, 2023

 

 

-

 

 

 

40,000

 

 

 

-

 

 

 

-

 

 

 

40,000

 

Vesting condition - Milestone achieved on vesting date:

March 19, 2021

 

June 30, 2022

 

December 31, 2022

 

 

125,000

 

 

 

-

 

 

 

(125,000)

 

 

-

 

 

 

-

 

March 19, 2021

 

May 17, 2021

 

December 31, 2021

 

 

150,000

 

 

 

-

 

 

 

-

 

 

 

(150,000)

 

 

-

 

May 11, 2022

 

July 14, 2022

 

June 30, 2023

 

 

-

 

 

 

30,000

 

 

 

-

 

 

 

-

 

 

 

30,000

 

Totals

 

 

 

 

 

 

475,000

 

 

 

70,000

 

 

 

(125,000)

 

 

(150,000)

 

 

270,000

 

 

The following RSUs were granted during the year ended June 30, 2022:

 

 

(a)

On May 11, 2022, the Company granted 40,000 RSUs with a vesting date of July 14, 2022, whereby the holder will receive 40,000 common shares subject to achieving certain milestones on the vesting date. The grant date fair value was estimated at $77,230 based on a grant-date market price of $1.93 (CAD$2.50).

 

 

 

 

(b)

On May 11, 2022, the Company granted 30,000 RSUs with a vesting date of July 14, 2022, whereby the holder will receive 30,000 common shares subject to being employed on the vesting date. These RSUs vested on July 14, 2022. The grant date fair value was estimated at $57,922 based on a grant-date market price of $1.93 (CAD$2.50).

 

The following occurred during the year ended June 30, 2022:

 

 

(a)

A total of 125,000 RSUs did not satisfy their vesting conditions and were cancelled.

 

 

 

 

(b)

A total of 150,000 RSUs satisfied their vesting conditions whereby 123,518 were converted into common shares and 26,482 were forfeited to cover payroll deductions owed to the Company by the recipient resulting in a reduction of capital of $70,190.

 

 

 

 

 

 

 

As at

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at

 

Grant

 

Vesting

 

Expiration

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

Date

 

Date

 

Date

 

2020

 

 

Awarded

 

 

Cancelled

 

 

Converted

 

 

2021

 

Vesting condition - Employment on vesting date:

March 19, 2021

 

December 31, 2022

 

June 30, 2023

 

 

-

 

 

 

200,000

 

 

 

-

 

 

 

-

 

 

 

200,000

 

Vesting condition - Milestone achieved on vesting date:

December 29, 2020

 

February 7, 2021

 

February 19,2021

 

 

-

 

 

 

172,481

 

 

 

-

 

 

 

(172,481)

 

 

-

 

December 29, 2020

 

February 7, 2021

 

August 19, 2021

 

 

-

 

 

 

172,481

 

 

 

-

 

 

 

(172,481)

 

 

-

 

December 29, 2020

 

February 7, 2021

 

February 19, 2022

 

 

-

 

 

 

172,481

 

 

 

-

 

 

 

(172,481)

 

 

-

 

March 19, 2021

 

June 30, 2022

 

December 31, 2022

 

 

-

 

 

 

125,000

 

 

 

-

 

 

 

-

 

 

 

125,000

 

March 19, 2021

 

May 17, 2021

 

December 31, 2021

 

 

-

 

 

 

150,000

 

 

 

-

 

 

 

-

 

 

 

150,000

 

Totals

 

 

 

 

 

 

-

 

 

 

992,443

 

 

 

-

 

 

 

(517,443)

 

 

475,000

 

 

 
31

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

 

15. Long term incentive plan (continued)

 

The following RSUs were granted during the year ended June 30, 2021:

 

 

(a)

On December 29, 2020, the Company granted 517,443 RSUs with variable vesting dates subject to achieving certain milestones prior to expiration whereby 33.33% was set to expire on each of Feb 16, 2021, August 16, 2021, and Feb 16, 2022. The fair value was estimated at $364,852 based on a grant-date market price of CAD$0.90 (USD$0.71).

 

 

 

 

(b)

On March 19, 2021, the Company granted the following RSUs:

 

 

a.

200,000 RSUs with a vesting date of December 31, 2022, whereby the holders will receive 200,000 common shares subject to achieving the vesting condition of being employees or consultants of the Company on the vesting date. The grant date fair value was estimated at $575,352 based on a grant-date market price of $2.88 (CAD$3.60).

 

b.

125,000 RSUs with a vesting date of June 30, 2023, whereby the holders will receive 125,000 common shares subject to achieving the milestone vesting conditions by the vesting date. The grant date fair value was estimated at $359,595 based on a grant-date market price of $2.88 (CAD$3.60).

 

c.

150,000 RSUs with a vesting date of May 17, 2021, whereby the holders will receive 150,000 common shares subject to achieving the milestone vesting condition by the vesting date. The grant date fair value was estimated at $431,514 based on the grant-date market price of $2.88 (CAD$3.60).

 

The following occurred during the year ended June 30, 2021:

 

(a)  A total of 517,443 RSUs satisfied their vesting conditions whereby 517,443 were converted into common shares.

 

 
32

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

 

16. Segmented Reporting

 

The Company currently has two operating segments, consisting of mine development and the exploration and evaluation of mineral resources. No commercial revenues have been generated by the Company. The Company's President and Chief Executive Officer and Chief Financial Officer are the operating decision-makers and direct the allocation of resources to its segments.

 

The following is detailed information for each operating segment:

 

 

 

Year ended

 

 

Year ended

 

 

Year ended

 

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

 

2020

 

Revenues

 

$-

 

 

$-

 

 

$-

 

Mine development expenses

 

 

 

 

 

 

 

 

 

 

 

 

Mineral claims (Madagascar)

 

 

121,115

 

 

 

3,335

 

 

 

93,954

 

Payroll and benefits

 

 

5,976

 

 

 

-

 

 

 

-

 

Engineering and metallurgical (Canada, South Africa)

 

 

9,191

 

 

 

38,598

 

 

 

64,850

 

Consulting fees (Madagascar)

 

 

(142,083)

 

 

265,635

 

 

 

-

 

Mine admin (Madagascar)

 

 

41,895

 

 

 

-

 

 

 

-

 

Travel

 

 

29,066

 

 

 

16,100

 

 

 

20,452

 

Total mine development expenses

 

 

65,160

 

 

 

323,668

 

 

 

179,256

 

Exploration and evaluation expenses

 

 

 

 

 

 

 

 

 

 

 

 

Mineral claims (Canada)

 

 

4,927

 

 

 

15,335

 

 

 

6,623

 

Mineral claims (Madagascar)

 

 

60,546

 

 

 

4,449

 

 

 

50,000

 

Exploration camp and admin (Madagascar)

 

 

112,482

 

 

 

27,031

 

 

 

9,487

 

Total exploration and evaluation expenses

 

 

177,955

 

 

 

46,815

 

 

 

66,110

 

General and administrative expenses

 

 

 

 

 

 

 

 

 

 

 

 

Payroll and benefits

 

 

707,936

 

 

 

483,519

 

 

 

436,337

 

Consulting Fees

 

 

416,503

 

 

 

383,841

 

 

 

358,503

 

Legal Fees

 

 

65,291

 

 

 

99,316

 

 

 

29,344

 

Professional Fees

 

 

215,481

 

 

 

155,108

 

 

 

95,397

 

Public Company expenses

 

 

134,674

 

 

 

163,533

 

 

 

95,130

 

Travel expenses

 

 

81,748

 

 

 

23,399

 

 

 

34,004

 

Insurance expenses

 

 

124,498

 

 

 

30,816

 

 

 

22,624

 

Rent expenses

 

 

7,141

 

 

 

19,857

 

 

 

19,111

 

Office and admin

 

 

176,020

 

 

 

37,412

 

 

 

23,637

 

Total general and administrative expenses

 

 

1,929,292

 

 

 

1,396,801

 

 

 

1,114,087

 

Share-based compensation

 

 

385,930

 

 

 

3,744,172

 

 

 

-

 

Amortization of plant and equipment

 

 

35,040

 

 

 

6,592

 

 

 

6,053

 

Lease finance costs

 

 

11,980

 

 

 

1,317

 

 

 

-

 

Flow through provision (gain)

 

 

(28,385)

 

 

(146,814)

 

 

-

 

Foreign currency translation (gain) loss

 

 

87,543

 

 

 

101,252

 

 

 

3,552

 

Interest (income)

 

 

(191)

 

 

(104)

 

 

-

 

Interest expense

 

 

32

 

 

 

273

 

 

 

2,098

 

Foreign taxes

 

 

26

 

 

 

92

 

 

 

772

 

Sub-total before other items

 

 

2,664,382

 

 

 

5,474,064

 

 

 

1,371,928

 

Government Assistance

 

 

-

 

 

 

-

 

 

 

(7,353)

Realized gain on disposal of asset

 

 

(2,530)

 

 

-

 

 

 

-

 

Change in value of royalty obligation

 

 

495,704

 

 

 

-

 

 

 

-

 

Change in value of warrant liability

 

 

(19,229,287)

 

 

36,486,420

 

 

 

(386,940)

Change in value of production obligation

 

 

(48,472)

 

 

-

 

 

 

-

 

Net income (loss) for the year

 

 

16,120,203

 

 

 

(41,960,484)

 

 

(977,635)

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

Items that will be reclassified subsequently to net income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

Translation adjustment for foreign operations

 

 

76,154

 

 

 

134,639

 

 

 

3,196

 

Net income (loss) and comprehensive income (loss) for the year

 

$16,196,357

 

 

$(41,825,845)

 

$(974,439)

 

 
33

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

 

16. Segmented Reporting (continued)

 

Limited amounts of cash and equipment are currently held in Madagascar and Mauritius. A significant amount of the assets under construction capitalized in Canada as property, plant, equipment is currently being assembled offshore and will be reclassified under Madagascar as it is imported into Madagascar. The following is detailed information by geographic region:

 

 

 

Canada

 

 

Mauritius

 

 

Madagascar

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Cash and cash equivalents

 

 

9,641,083

 

 

 

61,010

 

 

 

91,160

 

 

 

9,793,253

 

Amounts receivable

 

 

491,373

 

 

 

21,653

 

 

 

61,234

 

 

 

574,260

 

Prepaid expenses

 

 

90,873

 

 

 

-

 

 

 

5,919

 

 

 

96,792

 

Deposit

 

 

181,161

 

 

 

-

 

 

 

-

 

 

 

181,161

 

Property, plant, and equipment

 

 

17,406,001

 

 

 

1,407

 

 

 

1,244,986

 

 

 

18,652,394

 

Total assets as at June 30, 2022

 

 

27,810,491

 

 

 

84,070

 

 

 

1,403,299

 

 

 

29,297,860

 

 

 

 

Canada

 

 

Mauritius

 

 

Madagascar

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Cash and cash equivalents

 

 

22,422,783

 

 

 

1,130

 

 

 

13,173

 

 

 

22,437,086

 

Amounts receivable

 

 

92,344

 

 

 

-

 

 

 

26

 

 

 

92,370

 

Prepaid expenses

 

 

52,428

 

 

 

-

 

 

 

546

 

 

 

52,974

 

Property, plant, and equipment

 

 

713,197

 

 

 

-

 

 

 

3,623,964

 

 

 

4,337,161

 

Total assets as at June 30, 2021

 

 

23,280,752

 

 

 

1,130

 

 

 

3,637,709

 

 

 

26,919,591

 

   

17. Related Party Transactions

 

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. Other related parties include companies controlled by key management personnel. Related parties include key management, which consists of the Board of Directors, Chief Executive Officer, Chief Financial Officer, and the Senior Vice Presidents of the Company.

 

A transaction is considered 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.

 

The following key management related party transactions occurred during the following reporting periods:

 

 

 

Year ended

 

 

Year ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

Payroll and benefits

 

$452,631

 

 

$448,984

 

Consulting fees

 

 

339,612

 

 

 

341,541

 

Professional fees

 

 

27,506

 

 

 

35,946

 

Share-based compensation

 

 

385,930

 

 

 

3,744,172

 

Total

 

$1,205,679

 

 

$4,570,643

 

 

The following key management related party balances existed as of the end of the following reporting periods:

 

 

 

As of

 

 

As of

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

Amounts receivable

 

$193,471

 

 

$17,007

 

Prepaid expenses

 

 

-

 

 

 

6,949

 

Accrued liabilities

 

 

35,257

 

 

 

64,503

 

 

Payroll and benefits are for employment compensation received by Craig Scherba (CEO), Brent Nykoliation (SVP), Brett Whalen (Director), Chris Kruba (Director), Ian Pearce (Director) and Sir Mick Davis (Chairman). Consulting fees are for consulting compensation received by companies controlled by Marc Johnson (CFO) and Robin Borley (COO). Professional fees are for the provision of accounting services by a company controlled by Marc Johnson (CFO). Share-based compensation are for the vesting of stock options and RSUs awarded to officers and directors of the Company. Amounts receivable are for short-term loans to officers related to payroll advances and the exercise of stock options. Accrued liabilities are for the accrual of director fees.

 

 
34

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

 

18. Capital Management

 

There were no changes in the Company's approach to capital management during the year ended June 30, 2022.

 

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.

 

The Company is not subject to any externally imposed capital requirements.

 

The Company has not generated any revenues from mineral property interests, which are still in the development, or exploration & evaluation stage. To date, the Company has funded its operations by raising equity and obtaining a royalty financing agreement. To minimize liquidity risk, the Company has implemented cost control measures including a construction budget and the minimizing of discretionary expenditures unless the project has sufficient economic or geologic merit.

 

The Company manages its capital structure (consisting of shareholders’ deficiency) on an ongoing basis and in response to changes in economic conditions and risk characteristics of its underlying assets. Changes to the capital structure could involve the issuance of new equity, obtaining working capital loans, construction financing, issuing debt, the acquisition or disposition of assets, or adjustments to the amounts held in cash, cash equivalents and short-term investments.

 

Capital resource analysis

 

As of June 30, 2022, the Company had a working capital deficit of $13,868,626 (June 30, 2021: deficit of $24,147,490). Excluding the $21,689,490 (2021: $45,380,933) of warrant derivative liabilities that are expected to be settled through the issuance of common shares upon the exercise or expiration of the underlying common share purchase warrants, the Company had a working capital surplus of $7,820,864 (June 30, 2021: surplus of $21,233,443).

 

As part of the royalty financing agreement, the Company received a further $3.0 million from Vision Blue on August 17, 2022.

 

Although the Company has a working capital surplus excluding warrant derivative liabilities, a significant amount of working capital is expected to be utilized to complete construction of Phase 1 of the Molo Graphite Mine and related working capital, and for general and administrative expenditures and general working capital.

 

The Molo Mine Phase 1 capital costs are expected to be within the $24.0 million construction budget whereas working capital investments are now estimated at up to $6.3 million. As of June 30, 2022, the Company had capitalized or prepaid construction costs of $16.2 million and is expected to incur remaining construction costs of $7.8 million plus working capital. Completion of construction activities and the start of mining activities is expected in November 2022. Completion of plant commissioning is expected in December 2022 followed by a ramp up period of up to three months prior to declaring commercial production.

 

The Company believes its capital resources are sufficient to complete construction of Phase 1 but will require additional funding to cover general and administrative costs, technical studies, and general working capital requirements over the next 12 months. The Company expects this shortfall will be covered through the exercise of outstanding common share purchase warrants, equity, and debt financing. Notwithstanding, the Company may choose to reduce discretionary spending or raise additional capital by issuing new equity, obtaining working capital loans, or additional construction financing. Based on management’s assessment of its past ability to obtain required funding, the Company believes it will be able to satisfy its current and long-term obligations as they come due. While the Company has been successful in obtaining funding in the past, there is no assurance that future financings will be available on terms acceptable to the Company.

 

19. Financial Instruments and Risk Management

 

Financial instruments are exposed to certain financial risks, which may include liquidity risk, credit risk, interest rate risk, commodity price risk, and currency risk:

 

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.

 

In managing liquidity, the Company’s primary objective is to ensure the entity can continue as a going concern while obtaining sufficient funding to meet its obligations as they come due. 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.

 

None of the Company’s obligations have contractual maturities over the next 12 months, except the following:

 

 
35

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

 

19. Financial Instruments and Risk Management (continued)

 

 

·

Accounts payable and accrued liabilities, which are generally due within 30 days.

 

·

Minimum Repayments under the royalty agreement, which can each be deferred by 12 months.

 

·

Warrant derivative liabilities, which are expected to be settled upon the exercise or expiration of the underlying common share purchase warrants.

 

As of June 30, 2022, the Company had cash and cash equivalents of $9,793,253 (June 30, 2021: $22,437,086) to settle current liabilities of $2,643,441 (June 30, 2021: $1,348,987), which amount excludes the $21,689,490 of warrant derivative liabilities (June 30, 2021:

$45,380,933) that are expected to be settled upon the exercise or expiration of the underlying common share purchase warrants. As a result, the Company is not currently exposed to liquidity risk but may become exposed if additional working capital funding is not obtained to cover general and administrative costs, technical studies, and general working capital requirements over the next 12 months.

 

Credit risk

 

The Company does not have commercial customers and therefore does not have credit risk related to amounts receivables. The Company has credit risk arising from amounts classified as loans to officers. 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, whereas any offshore deposits are held with reputable financial institutions.

 

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, and future cash flows generated 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. Graphite is not a commodity product and therefore does not have an established forward pricing or futures market. 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 and the South African Rand. The Company purchases services and has certain salary commitments in those foreign 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 commitments to deliver products quoted in foreign currencies. Due to construction activities related to the Molo Graphite Mine, the Company is increasing its sensitivity to foreign exchange risk arising from the translation of the financial statements of subsidiaries with a functional currency other than the US dollar whereby changes in certain assets, liabilities and equity are measured through other comprehensive income.

 

As of June 30, 2022, the Company estimated that a 10% decrease of the USD versus foreign exchange rates would result in a gain of $68,224 (June 30, 2021: gain of $1,463).

 

 

 

As at

 

 

As at

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

Cash and cash equivalents (CAD)

 

$1,341,893

 

 

$1,011,996

 

Cash and cash equivalents (MGA)

 

 

62,433

 

 

$1,698

 

Amounts receivable (CAD)

 

 

319,555

 

 

 

73,707

 

Amounts receivable (MGA)

 

 

61,234

 

 

 

26

 

Accounts payable and accrued liabilities (CAD)

 

 

(124,023)

 

 

(137,329)

Accounts payable and accrued liabilities (MGA)

 

 

(203,028)

 

 

(30,574)

Accounts payable and accrued liabilities (ZAR)

 

 

(48,773)

 

 

-

 

Accounts payable and accrued liabilities (EUR)

 

 

-

 

 

 

(166,869)

Provisions (CAD)

 

 

(727,051)

 

 

(738,022)

Net foreign exchange exposure in USD

 

$682,240

 

 

 

14,633

 

Impact of 10% change in foreign exchange rates

 

$68,224

 

 

 

1,463

 

 

 
36

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

 

20. Income Taxes

 

The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 26.5% (2021 - 26.5%) to the effective tax rate is as follows:

 

 

 

As at

 

 

As at

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

Net income (loss) for the year before recovery of income taxes

 

$16,120,203

 

 

$(41,960,484)

Expected income tax (recovery) expense

 

 

4,271,860

 

 

 

(11,119,530)

Non-deductible expenses and other

 

 

30,060

 

 

 

-

 

Share cost of issue booked to equity

 

 

-

 

 

 

(30,060)

Share based compensation

 

 

102,270

 

 

 

992,210

 

Change in value of warrant liability

 

 

(5,108,610)

 

 

9,668,900

 

Difference in foreign tax rates

 

 

172,620

 

 

 

63,830

 

Change in tax benefits not recognized

 

 

531,800

 

 

 

424,650

 

Income tax (recovery) expense

 

$-

 

 

$-

 

 

Deferred Tax

 

The following table summarizes the components of deferred tax:

 

 

 

As at

 

 

As at

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

Deferred tax assets

 

 

 

 

 

 

Canadian operating tax losses carried forward

 

$71,230

 

 

$54,590

 

Non-Canadian operating tax losses carried forward

 

 

9,210

 

 

 

-

 

Capital lease obligation

 

 

17,490

 

 

 

-

 

Royalty obligation

 

 

-

 

 

 

318,060

 

Share issuance cost

 

 

-

 

 

 

387,770

 

Subtotal of deferred tax assets

 

 

97,930

 

 

 

760,420

 

Deferred tax liabilities

 

 

 

 

 

 

 

 

Property, plant, and equipment

 

 

(26,700)

 

 

-

 

Royalty obligation

 

 

(71,230)

 

 

(760,420)

Subtotal of deferred tax liabilities

 

 

(97,930)

 

 

(760,420)

Net deferred tax liability

 

$-

 

 

$-

 

 

Deferred tax assets and liabilities have been offset where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intent to offset.

 

Unrecognized Deferred Tax Assets

 

Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences:

 

 

 

As at

 

 

As at

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

Canadian operating tax losses carried forward

 

$27,271,150

 

 

$25,041,650

 

Non-Canadian operating tax losses carried forward

 

 

1,506,390

 

 

 

1,465,890

 

Property, plant, and equipment

 

 

2,242,280

 

 

 

188,560

 

Share and debt issuance cost

 

 

1,088,970

 

 

 

-

 

Capital losses carried forward

 

 

54,160

 

 

 

53,000

 

Tax credits

 

 

31,550

 

 

 

-

 

Canadian resource pools – mineral properties

 

 

-

 

 

 

3,754,990

 

Unrecognized deferred tax assets

 

$32,194,500

 

 

$30,504,090

 

 

 
37

 

 

 

NextSource Materials Inc.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2022 and 2021

(Expressed in US Dollars)

 

20. Income Taxes (continued)

 

The Canadian Operating tax losses carried forward expire as noted in the table below. Non-Canadian operating tax losses carried forward expire between 2023 and 2027. The capital losses carried forward can be carried forward indefinitely but can only be used to reduce capital gains. Investment tax credits expire from 2026 to 2029. The remaining deductible temporary differences may be carried forward indefinitely. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the group can utilize the benefits therefrom.

 

The Company's Canadian operating tax losses carried forward expire as follows:

 

 

 

As at

 

 

 

June 30,

 

 

 

2022

 

2027

 

 

582,990

 

2028

 

 

825,960

 

2029

 

 

835,300

 

2030

 

 

1,413,130

 

2031

 

 

1,991,290

 

2032

 

 

2,545,640

 

2033

 

 

2,122,930

 

2034

 

 

2,583,920

 

2035

 

 

2,057,840

 

2036

 

 

1,480,630

 

2037

 

 

3,107,930

 

2038

 

 

941,970

 

2039

 

 

1,819,670

 

2040

 

 

1,409,880

 

2041

 

 

1,854,680

 

2042

 

 

1,697,390

 

 

 

 

27,271,150

 

 

Although NextSource redomiciled into Canada on December 27, 2017, the Company is treated as a United States corporation for United States federal income tax purposes and is subject to United States federal income tax on its worldwide income. However, for Canadian tax purposes, NextSource is treated as a Canadian resident company for Canadian income tax purposes. As a result, NextSource is subject to taxation both in Canada and the United States.

   

21. Subsequent events

 

On July 28, 2022, the Company granted 160,000 RSUs with a vesting date of June 30, 2023, whereby the holders will receive 160,000 common shares subject to being employed or a consultant on the vesting date.

 

On August 17, 2022, the Company received the remaining royalty funding of $3.0 million.

 

On October 31, 2022, a total of 23,214,286 warrants priced at CAD$1.00 were exercised into 23,214,286 common shares for gross proceeds of $17,002,227 (CAD$23,214,286).

 

On February 28, 2023, the Company recognized a ROU asset and lease obligation of $12,125,134 using an incremental borrowing rate of 11.5% for the Mauritius BAF industrial lease, which has an initial term of 20 years plus a renewal of 5 years. The lease is payable annually in USD and as of March 31,2023, had a remaining term of 24.9 years.  The initial annual lease is $1,338,637 and will increase according to the annual change in US CPI with a minimum of 0% and maximum of 3%.

 

On June 30, 2023, a total of 200,000 RSUs that vested on December 31, 2022 and 70,000 RSUs that vested on July 14, 2022 were converted into to a total of 184,107 common shares for no additional consideration and 85,893 common shares were forfeited to cover income taxes payable upon conversion.

 

On June 30, 2023, a total of 160,000 RSUs satisfied their vesting conditions.

 

 

38

  

nullnullnullnullnullnullnullnullnullnullnullv3.23.2
Cover
12 Months Ended
Jun. 30, 2022
shares
Cover [Abstract]  
Entity Registrant Name NEXTSOURCE MATERIALS INC.
Entity Central Index Key 0001302084
Document Type 40-F
Amendment Flag false
Current Fiscal Year End Date --06-30
Entity Emerging Growth Company false
Entity Current Reporting Status Yes
Document Period End Date Jun. 30, 2022
Document Fiscal Period Focus FY
Document Fiscal Year Focus 2022
Entity Common Stock Shares Outstanding 101,872,614
Document Annual Report true
Document Transition Report false
Entity File Number 000-05151
Entity Address Address Line 1 130 King Street West
Entity Address Address Line 2 Exchange Tower Suite 1940
Entity Address City Or Town Toronto
Entity Address Country CA
Entity Address Postal Zip Code M5X 2A2
Auditor Name MNP LLP
Auditor Location Mississauga, Ontario
Auditor Firm Id 1930
Security 12g Title Common Shares, no par value
Document Registration Statement false
City Area Code 416
Local Phone Number 364-4911
Annual Information Form true
Audited Annual Financial Statements true
Amendment Description Our Annual Report on Form 20-F for the fiscal year ended June 30, 2022, initially filed with the Securities and Exchange Commission on October 31, 2022 (the “Original 2022 Form 20-F”), is being filed to amend and restate the Original 2022 Form 20-F in its entirety as an annual report on Form 40-F (“Form 40-F”). NextSource Materials Inc. ("we", "us", "our", "NextSource" or the "Company") is a Canadian corporation that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this Annual Report on Form 40-F ("Annual Report") pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in accordance with disclosure requirements in effect in Canada, which are different from those of the United States.  In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications of our principal executive officer and principal financial officer under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are being filed as Exhibits 99.4 - 99.7 to this Form 40-F. This Form 40-F does not reflect events occurring after the Original 2022 Form 20-F, except that the Company has included subsequent events and some additional information regarding its mining properties in response to comments received from the staff of the Securities and Exchange Commission’s Division of Corporation Finance, and to note that the Company inadvertently misidentified itself as a “non-accelerated filer” when it is an “accelerated filer” and the related consequence of the misidentification.  The Audited Annual Consolidated Financial Statements for the years ended June 30, 2022 and 2021 (the “Refiled Financial Statements”) are attached as Exhibit 99.2. At the time of the filing of the original 2022 Form 20-F, the Company believed it was a “non-accelerated filer”, and was not required to obtain or file an attestation report.  Upon later review it was determined that the Company was an “accelerated filer” for the year ended June 30, 2022 and was required to obtain an attestation report.  However, the Company has not obtained an attestation report. No changes were made to any of the amounts contained in the previously filed financial statements. The non-financial changes consisted of an update to the present day of Note 21 - Subsequent Events. The new Canadian Auditing Standards (“CAS”) audit opinion delivered by MNP LLP confirms the audit was completed in accordance with the standards of the CAS.  The Management Discussion & Analysis for the year ended June 30, 2022 (“MD&A”) has been amended, which is attached as Exhibit 99.3.  No changes were made to any of the amounts contained in the previously filed MD&A. Non-financial changes consisted of an update to the present day of the Company recent events, milestones and outlook, project descriptions and of the subsequent event disclosures contained therein.
Entity Interactive Data Current Yes
Entity Address State Or Province ON
v3.23.2
Consolidated Statements of Financial Position - USD ($)
Jun. 30, 2022
Jun. 30, 2021
Current Assets:    
Cash and cash equivalents $ 9,793,253 $ 22,437,086
Amounts receivable (note 17) 574,260 92,370
Prepaid expenses (note 17) 96,792 52,974
Total Current Assets 10,464,305 22,582,430
Deposit 181,161 0
Property, plant, and equipment (note 7) 18,652,394 4,337,161
Total Assets 29,297,860 26,919,591
Current Liabilities:    
Accounts payable 817,265 383,428
Accrued liabilities (note 17) 1,047,400 221,692
Current portion of lease obligations (note 9) 51,725 5,845
Fair value of warrant derivative financial liabilities (note 11) 21,689,490 45,380,933
Provisions (note 12) 727,051 738,022
Total Current Liabilities 24,332,931 46,729,920
Royalty obligations (note 10) 7,731,196 6,330,721
Lease obligations (note 9) 298,093 5,254
Total Liabilities 32,362,220 53,065,895
Shareholders' Equity (Deficit)    
Share capital (note 13) 127,377,519 120,491,932
Accumulated deficit (130,773,347) (146,893,550)
Accumulated other comprehensive income 331,468 255,314
Total Shareholders' Equity (Deficit) (3,064,360) (26,146,304)
Total Liabilities and Shareholders' Equity (Deficit) $ 29,297,860 $ 26,919,591
v3.23.2
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($)
12 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2020
Consolidated Statements of Operations and Comprehensive Income (Loss)      
Revenues $ 0 $ 0 $ 0
Expenses and other income      
Mine development expenses (notes 5 and 16) 65,160 323,668 179,256
Exploration and evaluation expenses (notes 6 and 16) 177,955 46,815 66,110
General and administrative expenses (note 16 and 17) 1,929,292 1,396,801 1,114,087
Share-based compensation (note 17) 385,930 3,744,172 0
Amortization of plant and equipment (note 7) 35,040 6,592 6,053
Lease finance costs (note 9) 11,980 1,317 0
Flow through provision (gain) (note 12) 28,385 146,814 0
Foreign currency translation (gain) loss 87,543 101,252 3,552
Interest (income) (191) (104) 0
Interest expense 32 273 2,098
Foreign taxes 26 92 772
Sub-total before other items 2,664,382 5,474,064 1,371,928
Realized gain on disposal of asset 2,530 0  
Government assistance 0 0 (7,353)
Change in value of royalty obligation (note 10) 495,704 0 0
Change in value of warrant liability (note 11) (19,229,287) 36,486,420 (386,940)
Change in value of production obligation (note 12) (48,472) 0 0
Net income (loss) for the year 16,120,203 (41,960,484) (977,635)
Items that will be reclassified subsequently to net loss      
Translation adjustment for foreign operations 76,154 134,639 3,196
Net income (loss) and comprehensive income (loss) for the year $ 16,196,357 $ (41,825,845) $ (974,439)
Weighted-average common shares (basic and diluted) 99,204,079 66,654,804 52,720,608
Net income (loss) per common shares (basic and diluted) $ 0.16 $ (0.63) $ (0.02)
v3.23.2
Consolidated Statements of Changes in Shareholders Equity (Deficit) - USD ($)
Total
Number of Common Shares
Accumulated Deficit [Member]
Accumulated other comprehensive income [Member]
Balance, shares at Jun. 30, 2020   53,649,481    
Balance, amount at Jun. 30, 2020 $ (910,616) $ 103,901,775 $ (104,933,066) $ 120,675
Statement [Line Items]        
Private placement of common shares, shares   41,372,165    
Private placement of common shares, amount 19,976,571 $ 19,976,571 0 0
Cost of issue of private placement of common shares (113,446) (113,446) 0 0
Reclassification as warrant liability (12,921,861) $ (12,921,861) 0 0
Shares issued on exercise of stock options, shares   802,174    
Shares issued on exercise of stock options, amount 560,406 $ 560,406 0 0
Restricted share units expensed over vesting period 966,768 $ 966,768 0 0
Shares issued on exercise of warrants, shares   1,842,997    
Shares issued on exercise of warrants, amount 1,108,200 $ 1,108,200 0 0
Reclassification of warrant liability to equity on exercise of warrants 4,236,116 $ 4,236,116 0 0
Shares issued on conversion of restricted share units, shares   517,443    
Shares issued on conversion of restricted share units, amount 0 $ 0 0 0
Stock options granted under long-term incentive plan 2,777,403 2,777,403 0 0
Net loss for the year (41,960,484) 0 (41,960,484) 0
Cumulative translation adjustment 134,639 $ 0 0 134,639
Balance, shares at Jun. 30, 2021   98,184,260    
Balance, amount at Jun. 30, 2021 (26,146,304) $ 120,491,932 (146,893,550) 255,314
Statement [Line Items]        
Shares issued on exercise of stock options, shares   875,000    
Shares issued on exercise of stock options, amount 577,500 $ 577,500 0 0
Restricted share units expensed over vesting period 342,879 $ 342,879 0 0
Shares issued on exercise of warrants, shares   2,689,836    
Shares issued on exercise of warrants, amount 1,530,192 $ 1,530,192 0 0
Reclassification of warrant liability to equity on exercise of warrants 4,462,156 $ 4,462,156 0 0
Shares issued on conversion of restricted share units, shares   123,518    
Shares issued on conversion of restricted share units, amount (70,190) $ (70,190) 0 0
Stock options granted under long-term incentive plan 43,050 43,050 0 0
Net loss for the year 16,120,203 0 16,120,203 0
Cumulative translation adjustment 76,154 $ 0 0 76,154
Balance, shares at Jun. 30, 2022   101,872,614    
Balance, amount at Jun. 30, 2022 $ (3,064,360) $ 127,377,519 $ (130,773,347) $ 331,468
v3.23.2
Consolidated Statements of Cash Flows - USD ($)
12 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2020
Operating activities      
Net income (loss) for the year $ 16,120,203 $ (41,960,484) $ (977,635)
Add (deduct) items not affecting cash:      
Amortization of plant and equipment 35,040 6,592 6,053
Change in value of lease obligations 2,949 1,448 (3,337)
Change in value of royalty obligations 495,704 0 0
Change in value of warrant liability (19,229,287) 36,486,420 (386,940)
Change in value of production obligation (48,472) 0 0
Realized gain on disposal of asset (2,530) 0 0
Share-based compensation settled with shares 315,740 3,744,172 0
Government assistance 0 0 (7,373)
Subtotal (2,310,653) (1,721,852) (1,369,232)
Change in non-cash working capital balances:      
(Increase) decrease in amounts receivable and prepaid expenses (525,708) (112,321) 51,049
Increase (decrease) in accounts payable and accrued liabilities 1,259,545 (89,205) (69,692)
Increase (decrease) in provision (57,133) 563,604 (6,234)
Net cash used in operating activities (1,633,949) (1,359,774) (1,394,109)
Investing activities      
Deposit (181,161) 0 0
Additions to property, plant, and equipment (12,961,819) (4,325,642) 0
Dispositions of equipment 2,530 0 0
Net cash used in investing activities (13,140,450) (4,325,642) 0
Financing activities      
Increase (decrease) in share subscriptions received in advance 0 (68,411) 68,411
Proceeds from issuance of common shares 0 19,976,571 998,620
Common share issue costs 0 (113,446) (7,821)
Exercise of stock options 577,500 560,406 0
Exercise of warrants 1,530,192 1,108,200 0
Lease liability principal payments 53,279 6,367 4,810
Short term debt 0 (22,115) 29,486
Proceeds from royalty financing 0 6,330,721 0
Net cash provided by financing activities 2,054,413 27,765,559 1,083,886
Effect of exchange rate changes on cash and cash equivalents 76,153 134,638 3,197
Net increase (decrease) in cash and cash equivalents during the year (12,643,833) 22,214,781 (307,026)
Cash and cash equivalents, beginning of year 22,437,086 222,305 529,331
Cash and cash equivalents, end of year $ 9,793,253 $ 22,437,086 $ 222,305
v3.23.2
Nature of Operations
12 Months Ended
Jun. 30, 2022
1. Nature of Operations

1. Nature of Operations

 

NextSource Materials Inc. (the "Company" or “NextSource”) was continued under the Canada Business Corporations Act from the State of Minnesota to Canada on December 27, 2017 and has a fiscal year end of June 30. The Company's registered head office and primary location of records is 130 King Street West, Exchange Tower, Suite 1940, Toronto, Ontario Canada, M5X 2A2. The Company’s common shares are listed on the Toronto Stock Exchange (the “TSX”) under the symbol “NEXT” and the OTCQB under the symbol “NSRCF”.

 

NextSource is intent on becoming a vertically integrated global supplier of battery materials through the mining and value-added processing of graphite and other minerals.

 

On March 29, 2021, the Company announced the initiation of construction for Phase 1 of the Molo Graphite Mine, located in Madagascar, with a production capacity of 17,000 tpa of SuperFlake® graphite concentrate. Completion of construction activities and the start of mining activities is expected in November 2022. Completion of plant commissioning is expected in December 2022 followed by a ramp up period of up to three months prior to declaring commercial production.

 

On April 27, 2022, the Company released a Preliminary Economic Assessment (“PEA”) considering a Phase 2 expansion of the Molo Graphite Mine consisting of a stand-alone processing plant with a production capacity of 150,000 tpa. The Company has initiated a Feasibility Study and a front-end engineering design (“FEED”) study for the Phase 2 expansion considered in the PEA. The Feasibility Study is expected to be completed in December 2022 and the FEED study is expected to be completed after considering Phase 1 operational results. The Company will assess the results of the Feasibility and FEED studies prior to making a final construction decision.

 

The Company is also committed to the construction of battery anode facilities (“BAF”), which are value-added processing facilities that convert flake graphite into spheronized and purified graphite (“SPG”) and coated spheronized graphite (“CSPG”). The CSPG is typically sold to battery manufacturers as anode material, which is then assembled along with cathode material and other components into a finished lithium-ion battery. On April 12, 2021, the Company announced a binding partnership agreement for the construction of BAF plants capable of converting flake graphite into SPG and CSPG using the partner’s proven processing technology. The Company is in the process of completing technical and economic studies for the first BAF plant.

 

The Company also owns the Green Giant Vanadium Project, located in Madagascar, and the Sagar Project, located in Quebec, both of which are at the exploration and evaluation stage.

 

The Company has not previously operated any mines and has not completed the construction of any mines. No commercial revenue has been generated from any mineral resources. The Company does not pay dividends and is unlikely to do so in the immediate or foreseeable future.

 

These consolidated financial statements were approved by the Board of Directors of the Company (the “Board”) on July 5, 2023.

v3.23.2
Basis of Presentation and Going Concern
12 Months Ended
Jun. 30, 2022
Expenses and other income  
2. Basis of Presentation

2. Basis of Presentation and Going Concern

 

Statement of compliance with IFRS

 

These consolidated financial statements have been prepared in accordance with and comply with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

 

Basis of measurement

 

The accompanying consolidated financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business, under the historical cost basis except for certain financial instruments that are measured at fair value, as explained in the accounting policies below.

 

Basis of consolidation

 

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) SARLU (“MATMAD”), a Madagascar subsidiary. MINMAU owns 100% of NextSource Minerals (Madagascar) SARLU (“MINMAD”), a Madagascar subsidiary. GRAMAU owns 100% of ERG (Madagascar) SARLU (“ERGMAD”), a Madagascar subsidiary.

 

These consolidated financial statements include the financial position, results of operations and comprehensive income (loss) and cash flows of the Company and its wholly owned subsidiaries. Intercompany balances, transactions, income and expenses, profits and losses, including gains and losses relating to subsidiaries have been eliminated on consolidation.

Going Concern Assumption

 

The accompanying consolidated financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. In assessing whether the going concern assumption is appropriate, management considers all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. These consolidated financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore need to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying consolidated financial statements.

 

The Company's ability to continue operations and fund its exploration and development expenditures is dependent on management's ability to secure additional financing. As of June 30, 2022, the Company had cash and cash equivalents of $9,793,253 (June 30, 2021:

$22,437,086) and together with the royalty advance of $3,000,000 received on August 17, 2022, is expected to be sufficient to fund the remaining construction costs for Phase 1 of the Molo Graphite Mine, but is insufficient to fund all working capital requirements, general and administrative costs, BAF technical study costs and Phase 2 Feasibility Study costs until such time as cash flows from the Molo mine can support ongoing expenditures. Although management is actively pursuing additional sources of financing, and while it has been successful at doing so in the past, there can be no assurance it will be able to do so in the future. As such, conditions exist that may raise substantial doubt regarding the Company's ability to continue as a going concern.

v3.23.2
Summary of Significant Accounting Policies
12 Months Ended
Jun. 30, 2022
3. Summary of Significant Accounting Policies

3. Accounting policies

 

Foreign currencies

 

The presentation and functional currency of the Company is the US dollar.

 

The Company has primarily expended its cash on international exploration projects and historically generated its equity funding in US dollars. The Company expects to sell graphite priced in US dollars once the Molo Graphite Mine achieves production. The Company office is located in Canada and the Company expends a portion of its payroll, professional and general and administrative costs in Canadian dollars, which are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of transactions are used. The Company functional currency of the Mauritius subsidiaries is the United States dollar. The functional currency of the Madagascar subsidiaries is the Madagascar Ariary. Transfers of cash from the Company to its subsidiaries is typically completed using US dollars. All Ariary transactions are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of transactions are used.

 

For the purpose of presenting consolidated financial statements, subsidiary company assets and liabilities are expressed in United States dollars using the prevailing exchange rates at the end of the reporting period. Any exchange differences that arise are recognized in other comprehensive income and cumulative translation adjustment in equity.

 

At the end of each reporting period, the Company translates foreign currency balances as follows:

 

 

·

monetary items are translated at the closing rate in effect at the consolidated statement of financial position;

 

·

non-monetary items that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction. Items measured at fair value are translated at the exchange rate in effect at the date the fair value was measured; and

 

·

revenue and expense items are translated using the average exchange rate during the period.

  

The intercompany loans made to the subsidiary companies are considered part of the parent company’s net investment in a foreign operation as the Company does not plan to settle these balances in the foreseeable future. As a result of this assessment, the unrealized foreign exchange gains and losses on the intercompany loans are recorded through comprehensive income (loss). If the Company determined that settlement of these amounts was planned or likely in the foreseeable future, the resultant foreign exchange gains and losses would be recorded through the consolidated statement of operations and comprehensive income (loss).

 

Cash equivalents

 

The Company considers cash equivalents to be cash and highly liquid investments with original maturities of three months or less.

 

Prepayments and deposits

 

The Company makes prepayments and deposits to suppliers of services. These are recognized as prepayments when made and recognized as expenses when received. Prepayments and deposits on assets that are long term in nature are recorded as long-term prepayments and deposits.

Financial instruments

 

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. Financial liabilities are derecognized when the obligation under the liability is extinguished, discharged, cancelled or expired. Gains and losses on derecognition of financial assets and financial liabilities are recognized within financing income and financing expense, respectively.

 

Management determines the classification of financial assets and financial liabilities at initial recognition and, except in very limited circumstances, the classification is not changed subsequent to initial recognition. The classification depends on the purpose for which the financial instruments were acquired, their characteristics and/or management’s intent. Transaction costs with respect to instruments not classified as fair value through profit or loss are recognized as an adjustment to the cost of the underlying instruments and amortized using the effective interest method.

 

The Company’s financial instruments were classified in the following categories:

 

Financial assets measured at fair value through profit or loss (FVTPL):

 

An instrument is classified as fair value through profit or loss if it is held for trading or is designated as such upon initial recognition. A financial asset is classified as fair value through profit or loss if acquired principally for the purpose of selling in the short term or if so, designated by management. All derivative financial instruments fall into this category, except for those designated and effective as hedging instruments.

 

Financial instruments included in this category are initially recognized at fair value and transaction costs are taken directly to earnings along with gains and losses arising from changes in fair value. All changes in their fair value are recorded through the consolidated statement of operations and comprehensive income (loss).

 

The following financial assets are measured at fair value through profit or loss:

 

·

Cash and cash equivalents

  

Financial assets measured at amortized cost:

 

Financial assets measured at amortized cost are initially recognized at fair value net of transaction costs and are subsequently measured at amortized cost. Interest revenue on advances and loans receivable are recognized using the effective interest method.

 

The following financial assets are measured at amortized cost:

 

·

Amounts receivable (excluding sales taxes)

 

Impairment of financial assets measured at amortized costs:

 

At each reporting date, the Company assesses whether there is any objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is impaired if there is objective evidence that the estimated future cash flows of the financial asset or the group of financial assets have been negatively impacted. Evidence of impairment may include indications that debtors are experiencing financial difficulty, default or delinquency in interest or principal payments, or other observable data which indicates that there is a measurable decrease in the estimated future cash flows.

 

If an impairment loss has occurred, the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred). The present value of the estimated future cash flows is discounted at the financial asset’s original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate.

 

The carrying amount of the asset is reduced through the use of an allowance account, and the loss is recognized in financing expense. Interest income continues to be accrued on the reduced carrying amount using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. The interest income is recorded as part of financing income. Loans together with the associated allowance are written off when there is no realistic prospect of future recovery and all collateral has been realized or has been transferred to the Company.

If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is increased or reduced by adjusting the allowance account. If an impairment is later recovered, the recovery is credited to financing income.

 

The Company recognizes a loss allowance for the expected credit losses associated with its financial assets. Credit losses are defined as the difference between all the contractual cash flows that are due to an entity and the cash flows that it expects to receive. This difference is discounted at the original effective interest rate (or credit adjusted effective interest rate for purchased or originated credit-impaired financial assets). Expected credit losses are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions, and forecasts of future economic conditions. In applying this forward-looking approach, a distinction is made between:

 

·

financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk, whereby ‘12-month expected credit losses’ are recognized (‘Stage 1’)

 

·

financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low, whereby ‘lifetime expected credit losses’ are recognized (‘Stage 2’); and

 

·

financial assets that have objective evidence of impairment at the reporting date, whereby the asset is written off as there is no reasonable expectation of recovering all or any portion thereof (‘Stage 3’)

 

The Company applied the simplified approach in accounting for amounts receivables and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. The Company uses its historical experience, external indicators and forward- looking information to calculate the lifetime expected credit losses using a provision matrix.

 

For financial assets assessed as impaired at the reporting date, the Company continues to recognize a loss allowance equal to lifetime expected credit losses.

 

Loss allowances for expected credit losses are presented in the consolidated statement of financial position as a deduction from the gross carrying amount of the financial asset.

 

Financial liabilities measured at amortized cost:

 

Financial liabilities are initially recognized at fair value net of transaction costs and are subsequently measured at amortized cost using the effective interest method except for derivatives and financial liabilities designated as FVTPL.

 

All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in the consolidated statement of operations and comprehensive income (loss) are included within accretion of deferred obligation, finance costs or finance income.

 

The following financial liabilities are measured at amortized cost:

 

·

Accounts payable

 

·

Accrued liabilities

 

·

Provisions

 

·

Royalty obligation

 

·

Short term debt

  

Financial liabilities measured at fair value through profit or loss:

 

Financial liabilities designated as FVTPL are initially recognized at fair value and transaction costs are taken directly to the consolidated statement of operations and comprehensive income (loss) along with gains and losses arising from changes in fair value. Derivative instruments, including embedded derivatives, are recorded at fair value unless exempted from derivative treatment as normal purchase and sale. All changes in their fair value are recorded through the consolidated statement of operations and comprehensive income (loss).

 

The following financial liabilities are measured at fair value through profit or loss:

 

·

Warrant derivative financial liabilities

Fair value measurement

 

Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

 

·

Level 1 - valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

·

Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

·

Level 3 - valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The binomial and Black Scholes valuation techniques are permitted under IFRS for fair value calculations.

 

As of June 30, 2022, and 2021, only cash and cash equivalents, which is a Level 1 financial instrument, and the warrant liability, which is a Level 3 financial instrument, are recorded at fair value on the consolidated statements of financial position.

 

Exploration and evaluation expenditures

 

Exploration and evaluation expenditures are the costs incurred in the initial search for mineral deposits with economic potential or in the process of obtaining more information about existing mineral deposits. Exploration expenditures typically include costs associated with prospecting, sampling, mapping, diamond drilling and other work involved in searching for ore. Evaluation expenditures are the costs incurred to establish the technical and commercial viability of developing mineral deposits identified through exploration activities or by acquisition.

 

Exploration and evaluation expenditures are expensed as incurred unless it can be demonstrated that the project will generate future economic benefit. When it is determined that a project can generate future economic benefit the costs are capitalized in the property, plant and mine development line item in the consolidated statements of financial position.

 

The exploration and evaluation phase ends when the technical feasibility and commercial viability of extracting the mineral is demonstrable.

 

Mine Development Expenditures

 

Mine development stage expenditures are costs incurred to obtain access to proven and probable mineral reserves or mineral resources and provide facilities for extracting, treating, gathering, transporting and storing the minerals. The development stage of a mine commences when the technical feasibility and commercial viability of extracting the mineral resource has been determined.

 

Costs that are directly attributable to mine development are capitalized to the extent that they are necessary to bring the property to commercial production. Abnormal costs are expensed as incurred. Indirect costs are included only if they can be directly attributed to the area of interest. General and administrative costs are capitalized as part of the development expenditures when the costs are directly attributed to a specific mining development project.

 

Commercial Production

 

A mine construction project is considered to have entered the production stage when the mine construction assets are available for use. In determining whether mine construction assets are considered available for use, the criteria considered include, but are not limited to, the following:

 

·

completion of a reasonable period of testing mine plant and equipment;

 

·

ability to produce minerals in saleable form (within specifications); and

 

·

ability to sustain ongoing production of minerals.

  

When a mine construction project moves into the production stage, amortization commences, the capitalization of certain mine construction costs ceases, and expenditures are either capitalized to inventories or expensed as incurred. Exceptions include costs incurred for additions or improvements to property, plant, equipment, and mine development and for open-pit stripping activities.

Mining properties, plant, and equipment

 

Mining Properties

 

The cost of mining properties includes the fair value attributable to proven and probable mineral reserves and mineral resources acquired in a business combination or asset acquisition, underground mine development costs, deferred stripping, capitalized exploration and evaluation costs and capitalized borrowing costs.

 

Significant payments related to the acquisition of land and mineral rights are capitalized as mining properties at cost. If a mineable ore body is discovered, such costs are amortized to income when commercial production commences, using the units-of-production method, based on estimated proven and probable mineral reserves and the mineral resources included in the current life of mine plan. If no mineable ore body is discovered, such costs are expensed in the period in which it is determined that the property has no future economic value.

 

Plant and Equipment

 

Expenditures for new facilities and improvements that can extend the useful lives of existing facilities are capitalized as plant and equipment at cost. The cost of an item of plant and equipment includes: its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates; any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management; and the estimate of the costs of dismantling and removing the item and restoring the site on which it is located other than costs that arise as a consequence of having used the item to produce inventories during the period.

 

An item of plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statements of operations and comprehensive income (loss) when the asset is derecognized.

 

Amortization of an asset begins when the asset is in the location and condition necessary for it to operate in the manner intended by management. Amortization ceases at the earlier of the date the asset is classified as held for sale or the date the asset is derecognized. Assets under construction are not amortized until the earlier of the end of the construction period or once commercial production is achieved. Amortization is charged according to either the units-of-production method or on a straight-line basis, according to the pattern in which the asset’s future economic benefits are expected to be consumed. The amortization method applied to an asset is reviewed at least annually.

 

Useful lives of plant and equipment are based on the lesser of the estimated mine lives as determined by proven and probable mineral reserves and the mineral resources included in the current life of mine plan and the estimated useful life of the asset. The following sets out the useful lives of certain assets:

 

·

Exploration and evaluation equipment

3 to 5 years

 

·

Office equipment

3 to 5 years

 

·

Vehicles

5 to 10 years

 

·

Right of use assets

4 to 50 years

 

·

Processing plant

1 to 30 years

  

Assets Under Construction

 

Cost components of a specific project that are included in the capital cost of the asset include salaries and wages directly attributable to the project, supplies and materials used in the project, and incremental overhead costs that can be directly attributable to the project.

 

Assets under construction are not amortized until the earlier of the end of the construction period or once commercial production is achieved. Upon achieving the production stage, the capitalized construction costs are transferred to the appropriate category within property, plant, equipment and mine development.

 

Borrowing Costs

 

Borrowing costs are capitalized to qualifying assets. Qualifying assets are assets that take a substantial period of time to prepare for the Company’s intended use, which includes projects that are in the exploration and evaluation, development or construction stages. Borrowing costs attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets until such time as the assets are substantially ready for their intended use. All other borrowing costs are recognized as finance costs in the period in which they are incurred. Where the funds used to finance a qualifying asset form part of general borrowings, the amount capitalized is calculated using a weighted average of rates applicable to the relevant borrowings during the period.

Deferred Stripping

 

In open pit mining operations, it is necessary to remove overburden and other waste materials to access ore from which minerals can be extracted economically. The process of mining overburden and waste materials is referred to as stripping.

 

During the development stage of the mine, stripping costs are capitalized as part of the cost of building, developing and constructing the mine and are amortized once the mine has entered the production stage.

 

During the production stage of a mine, stripping costs are recorded as a part of the cost of inventories unless these costs are expected to provide a future economic benefit and, in such cases, are capitalized to property, plant and mine development.

 

Production stage stripping costs provide a future economic benefit when:

 

·

It is probable that the future economic benefit (e.g., improved access to the ore body) associated with the stripping activity will flow to the Company;

 

·

The Company can identify the component of the ore body for which access has been improved; and

 

·

The costs relating to the stripping activity associated with that component can be measured reliably.

  

Capitalized production stage stripping costs are amortized over the expected useful life of the identified component of the ore body that becomes more accessible as a result of the stripping activity.

 

Leases

 

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether:

 

·

The contract involves the use of an explicitly or implicitly identified asset;

 

·

The Company has the right to obtain substantially all of the economic benefits from the use of the asset throughout the contract term;

 

·

The Company has the right to direct the use of the asset.

  

The Company recognizes a right-of-use asset and a lease liability at the commencement date of the lease (i.e. the date the underlying asset is available for use).

 

Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the initial amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received.

 

Unless the Company is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the right-of-use assets are depreciated on a straight-line basis over the shorter of the estimated useful life and the lease term. Right-of-use assets are subject to impairment.

 

At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. The lease payments include fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees and the exercise price of a purchase option reasonably certain to be exercised by the Company.

 

After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the fixed lease payments or a change in the assessment to purchase the underlying asset.

 

The Company presents right-of-use assets in the plant and equipment line item on the consolidated statements of financial position and lease liabilities in the lease obligations line item on the consolidated statements of financial position.

 

The Company has elected not to recognize right-of-use assets and lease liabilities for leases that have a lease term of 12 months or less and do not contain a purchase option or for leases related to low value assets. Lease payments on short-term leases and leases of low value assets are recognized as an expense in the consolidated statements of operations and comprehensive income (loss).

Reclamation provisions

 

Asset retirement obligations (‘‘AROs’’) arise from the acquisition, development and construction of mining properties and plant and equipment due to government controls and regulations that protect the environment on the closure and reclamation of mining properties. The major parts of the carrying amount of AROs relate to tailings closure and rehabilitation, demolition of buildings and mine facilities, ongoing water treatment and ongoing care and maintenance of closed mines. The Company recognizes an ARO at the time the environmental disturbance occurs or a constructive obligation is determined to exist based on the Company’s best estimate of the timing and amount of expected cash flows expected to be incurred. When the ARO provision is recognized, the corresponding cost is capitalized to the related item of property, plant and equipment. Reclamation provisions that result from disturbance in the land to extract ore in the current period is included in the cost of inventories.

 

The timing of the actual environmental remediation expenditures is dependent on a number of factors such as the life and nature of the asset, the operating licence conditions and the environment in which the mine operates. Reclamation provisions are measured at the expected value of future cash flows discounted to their present value using a risk-free interest rate. AROs are adjusted each period to reflect the passage of time (accretion). Accretion expense is recorded in finance costs each period. Upon settlement of an ARO, the Company records a gain or loss if the actual cost differs from the carrying amount of the ARO. Settlement gains or losses are recorded in the consolidated statements of operations and comprehensive income (loss).

 

Expected cash flows are updated to reflect changes in facts and circumstances. The principal factors that can cause expected cash flows to change are the construction of new processing facilities, changes in the quantities of material in mineral reserves and mineral resources and a corresponding change in the life of mine plan, changing ore characteristics that impact required environmental protection measures and related costs, changes in water quality that impact the extent of water treatment required and changes in laws and regulations governing the protection of the environment.

 

Each reporting period, provisions for AROs are remeasured to reflect any changes to significant assumptions, including the amount and timing of expected cash flows and risk-free interest rates. Changes to the reclamation provision resulting from changes in estimate are added to or deducted from the cost of the related asset, except where the reduction of the reclamation provision exceeds the carrying value of the related assets in which case the asset is reduced to nil and the remaining adjustment is recognized in the consolidated statements of operations and comprehensive income (loss).

 

Environmental remediation liabilities (‘‘ERLs’’) are differentiated from AROs in that ERLs do not arise from environmental contamination in the normal operation of a long-lived asset or from a legal or constructive obligation to treat environmental contamination resulting from the acquisition, construction or development of a long-lived asset. The Company is required to recognize a liability for obligations associated with ERLs arising from past acts. ERLs are measured by discounting the expected related cash flows using a risk-free interest rate. The Company prepares estimates of the timing and amount of expected cash flows when an ERL is incurred. Each reporting period, the Company assesses cost estimates and other assumptions used in the valuation of ERLs to reflect events, changes in circumstances and new information available. Changes in these cost estimates and assumptions have a corresponding impact on the value of the ERLs. Any change in the value of ERLs results in a corresponding charge or credit to the consolidated statements of operations and comprehensive income (loss). Upon settlement of an ERL, the Company records a gain or loss if the actual cost differs from the carrying amount of the ERLs in the consolidated statements of operations and comprehensive income (loss).

 

The Company’s operations are subject to environmental regulations in Madagascar. As at the date of these financial statements, the Company did not have any environmental rehabilitation obligations (ERLs) and had no asset retirement obligations (AROs).

 

Provisions and contingent liabilities

 

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where appropriate, the future cash flow estimates are adjusted to reflect risks specific to the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money. Where discounting is used, the increase in the provision due to the passage of time is recognized as financing expense. A contingent liability is disclosed where the existence of an obligation will only be confirmed by future events or where the amount of the obligation cannot be measured with reasonable reliability. Contingent assets are not recognized but are disclosed where an inflow of economic benefits is probable.

Warrant liabilities

 

The Company issued share purchase warrants with an exercise price denominated in a currency other than its functional currency. As a result, the warrants are no longer considered solely indexed to the Company’s common shares and are classified as financial liabilities and recorded at the estimated fair value at each reporting date using the Black Scholes valuation model and Level 3 inputs on the financial instrument hierarchy. The Company records the change in fair value of the warrant liability as a component of other income and expense on the consolidated statement of operations and comprehensive income (loss).

 

Impairment of long-lived assets

 

A Cash Generating Unit (“CGU”) is defined as the smallest identifiable group of assets that are able to generate cash inflows. If an active market exists for the output produced by an asset or group of assets, that asset or group of assets shall be identified as a CGU, even if some or all of the output is used internally. At the end of each reporting period the Company assesses whether there is any indication that long-lived assets other than goodwill may be impaired. If an indicator of impairment exists, the recoverable amount of the asset is calculated in order to determine if any impairment loss is required. If it is not possible to estimate the recoverable amount of the individual asset, assets are grouped at the CGU level for the purpose of assessing the recoverable amount. An impairment loss is recognized for any excess of the carrying amount of the CGU over its recoverable amount. If the CGU includes goodwill, the impairment loss related to a CGU is first allocated to goodwill and the remaining loss is allocated on a pro-rata basis to the remaining long-lived assets of the CGU based on their carrying amounts. Impairment losses are recorded in the consolidated statements of operations and comprehensive income (loss) in the period in which they occur.

 

Any impairment charge that is taken on a long-lived asset other than goodwill is reversed if there are subsequent changes in the estimates or significant assumptions that were used to recognize the impairment loss that result in an increase in the recoverable amount of the CGU. If an indicator of impairment reversal has been identified, the recoverable amount of the asset is calculated in order to determine if any impairment reversal is required. A recovery is recognized to the extent the recoverable amount of the asset exceeds its carrying amount. The amount of the reversal is limited to the difference between the current carrying amount and the amount which would have been the carrying amount had the earlier impairment not been recognized and amortization of that carrying amount had continued. The impairment reversal is allocated on a pro-rata basis to the existing long-lived assets of the CGU based on their carrying amounts. Impairment reversals are recorded in the consolidated statements of operations and comprehensive income (loss) in the period in which they occur.

 

Share-based compensation

 

The Company offers equity-settled awards such as stock options and restricted share units to certain employees, officers and directors of the Company through its Long-Term Incentive Plan (“LTIP”).

 

Stock options

 

The Company’s LTIP provides for the granting of options to directors, officers, employees and service providers to purchase common shares. Options have exercise prices equal to the market price on the day prior to the date of grant. The fair value of these options is recognized in the consolidated statements of operations and comprehensive income (loss) or in the consolidated statements of financial position if capitalized as part of property, plant and mine development over the applicable vesting period as a compensation cost. Any consideration paid by employees on exercise of options or purchase of common shares is credited to share capital.

 

The fair value of share-based compensation is determined at the date of grant using the Black-Scholes option valuation model. Equity- settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where this fair value cannot be measured reliably, in which case they are measured at the fair value of the equity instruments granted, as at the date the Company obtains the goods or the counterparty renders the service. The fair value of the share- based compensation is only re-measured if there is a modification to the terms of the instrument, such as a change in exercise price or legal life. The fair value of the share-based compensation is recognized as an expense over the expected vesting period with a corresponding entry to shareholders’ equity.

 

Restricted share units (RSUs)

 

The Company’s LTIP provides for the granting of restricted share units (“RSU”) to directors, officers, employees and service providers to purchase common shares. RSUs are subject to vesting requirements based on specific performance measurements by the Company. The fair value for the portion of the RSUs related to market conditions is based on the application of pricing models at the grant date and the fair value for the portion related to non-market conditions is based on the market value of the shares at the grant date. Compensation expense is based on the current best estimate of the outcome for the specific performance measurement established by the Company and is recognized over the vesting period based on the number of units estimated to vest. The cost of the RSUs is recorded within equity until settled. Equity-settled awards are not remeasured subsequent to the initial grant date.

Income taxes

 

Income tax comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case the income tax is also recognized directly in equity or other comprehensive income.

 

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to offset the amounts and the Company intends to settle on a net basis, or to realize the asset and settle the liability simultaneously.

 

Deferred tax is recognized in respect of all qualifying temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

 

Deferred tax assets are recognized to the extent future recovery is probable. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.

 

Net income (loss) per share

 

Basic net income (loss) per share is calculated by dividing net income (loss) for a given period by the weighted average number of common shares outstanding during that same period. Diluted net income (loss) per share reflects the potential dilution that could occur if holders with rights to convert instruments to common shares exercise these rights. The weighted average number of common shares used to determine diluted net income (loss) per share includes an adjustment, using the treasury stock method, for outstanding stock options and warrants.

 

Under the treasury stock method:

 

·

the exercise of stock options and warrants is assumed to occur at the beginning of the period (or date of issuance, if later);

 

·

the proceeds from the exercise of stock options and warrants plus the future period compensation expense on stock options and warrants granted are assumed to be used to purchase common shares at the average market price during the period; and

 

·

the incremental number of common shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) is included in the denominator of the diluted net income (loss) per share calculation.

  

Recently Issued Accounting Pronouncements

 

Property, Plant and Equipment — Proceeds before Intended Use (Amendments to IAS 16)

 

On May 14, 2020, the IASB issued Property, Plant and Equipment — Proceeds before Intended Use (Amendments to IAS 16)that clarify the accounting for the net proceeds from selling any items produced while bringing an item of property, plant and mine development to the location and condition necessary for it to be capable of operating in the manner intended by management. The amendments prohibit entities from deducting amounts received from selling items produced from the cost of property, plant and mine development while the Company is preparing the asset for its intended use. Instead, sales proceeds and the cost of producing these items will be recognized in the consolidated statements of operations and comprehensive income (loss). The amendments are effective for annual reporting periods beginning on or after January 1, 2022, with earlier application permitted. The amendments apply retrospectively, but only to assets brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after the beginning of the earliest period presented in the consolidated financial statements in which the Company first applies the amendments. The Company is evaluating the extent of the impact of the amendments on its Consolidated financial statements.

v3.23.2
Significant judgments, estimates and assumptions
12 Months Ended
Jun. 30, 2022
4. Significant judgments, estimates and assumptions

4. Significant judgments, estimates and assumptions

 

To prepare financial statements in conformity with IFRS, the Company must make estimates, judgements and assumptions concerning the future that affect the carrying values of assets and liabilities as of the date of the consolidated financial statements and the reported values of revenues and expenses during the reporting period. By their nature, these are uncertain and actual outcomes could differ from the estimates, judgments, and assumptions. The impacts of such estimates are pervasive throughout the consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and also in future periods when the revision affects both current and future periods. Significant accounting judgments, estimates and assumptions are reviewed on an ongoing basis.

 

Uncertainty due to the Covid-19 Pandemic

 

The impact of COVID-19 on the Company has been limited since it does not have any active exploration programs and construction activities related to the Molo Graphite Mine have mainly focused on overseas assembly and factory acceptance testing of the processing plant equipment by our EPC contractor. Certain of our directors, officers, employees, consultants, and contractors have been indirectly impacted by intermittent lockdowns imposed in Canada, Madagascar, Mauritius and in South Africa.

 

The Company has tried to incorporate the impacts of COVID-19 outbreaks and intermittent lockdowns into the development plans for the Molo Graphite Mine. Notwithstanding, intermittent lockdowns have the potential to cause unforeseen delays in the plant delivery and installation and commissioning schedule, as well as in the civil works and infrastructure construction schedule. It is not possible for the Company to predict the duration or magnitude of adverse impacts from further outbreaks or predict the effects on the Company’s business or results of operations.

 

The duration and full financial effect of the COVID-19 pandemic is unknown at this time, as are the measures taken by governments, the Company or others related to the COVID-19 pandemic. Any estimate of the length and severity of these developments is therefore subject to significant uncertainty, and accordingly estimates of the extent to which the COVID-19 pandemic may materially and adversely affect the Company’s operations, financial results and condition in future periods are also subject to significant uncertainty.

 

Inputs and assumptions relate to, among other things, interest rates, foreign exchange rates, cost of capital, commodity prices, and the amount and timing of future cash flows, while accounting judgments take into consideration the business and economic uncertainties related to the COVID-19 pandemic and the future response of governments, the Company and others to those uncertainties. In the current environment, the inputs and assumptions and judgements are subject to greater variability than normal, which could in the future significantly affect judgments, estimates and assumptions made by management as they relate to potential impact of the COVID-19 pandemic on various financial accounts and note disclosures and could lead to a material adjustment to the carrying value of the assets or liabilities affected. The impact of current uncertainty on judgments, estimates and assumptions includes the Company’s valuation of the long-term assets (including the assessment for impairment and impairment reversal), estimation of reclamation provisions, estimation of mineral reserves and mineral resources, and estimation of income and mining taxes. Actual results may differ materially from these estimates.

 

Going concern

 

The preparation of the consolidated financial statements requires management to make judgments regarding the ability to continue as a going concern.

 

Exploration and Evaluation Expenditures

 

The application of the Company’s accounting policy for exploration and evaluation expenditures requires judgment to determine whether future economic benefits are likely to arise and whether activities have reached a stage where the technical feasibility and commercial viability of extracting the mineral resource is demonstrable.

 

Development Stage Expenditures

 

The application of the Company’s accounting policy for development stage expenditures requires judgment to determine when the technical feasibility and commercial viability of extracting a mineral resource has been determined. Some of the factors that the Company may consider in its assessment of technical feasibility and commercial viability are set out below:

 

·

The level of geological certainty of the mineral deposit;

 

·

Life of mine plans or economic models to support the economic extraction of reserves and mineral resources;

 

·

A preliminary economic assessment, prefeasibility study or feasibility study that demonstrates the reserves and mineral resources will generate a positive commercial outcome;

 

·

Reasonable expectations that operating permits will be obtained; and

 

·

Approval by the Board of development of the project.

Income Taxes

 

Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax‑related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

 

Royalty obligation

 

The Company accounts for a royalty obligation using a discounted cash flow forecast prepared by management that is based on estimated future revenues from the Molo Graphite Mine. The model is not based on observable market data but rather on unobservable inputs of which the significant assumptions include the estimated flake graphite sales volumes and selling prices throughout the remainder of the royalty term. Changes to these assumptions could have a significant impact on the measurement of the royalty obligation. The value of the royalty obligation is disclosed in Note 10 – Royalty Obligation.

 

Warrant derivative liability

 

The Company measures the fair value of the derivative liability using an option pricing model. This estimate requires determining the most appropriate inputs to the valuation model including the expected life of the warrant, volatility, dividend yield, and rate of forfeitures and making assumptions about them. The value of the warrant liability along with the assumptions and model used for estimating fair value are disclosed in Note 11 - Warrant derivative liabilities.

 

Share-based compensation

 

Estimating fair value for granted stock options requires determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the option, volatility, dividend yield, and rate of forfeitures and making assumptions about them. The value of the share-based payment expense along with the assumptions and model used for estimating fair value for share-based compensation transactions are disclosed in Note 15 – Long term incentive plan.

v3.23.2
Mine Development
12 Months Ended
Jun. 30, 2022
5. Mine Development

5. Mine Development

 

Molo Graphite Mine, Southern Madagascar Region, Madagascar

 

On February 15, 2019, the Company received a 40-year mining license for the Molo Graphite Project from the Madagascar Government which does not limit mining to any specific volume and is subject to a 2% gross revenue royalty. On April 11, 2019, the Company also 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”).

 

Phase 1

 

On February 8, 2021, the Company announced that it entered into a binding agreement with Vision Blue Resources Limited (“Vision Blue”) to provide a financing package (the “Financing Package”) for total gross proceeds of $29.5 million. The proceeds of the Financing Package will be used to complete construction of Phase 1 of the Company’s Molo Graphite Mine. The Financing Package consisted of an initial private placement of $6.0 million (completed on March 15, 2021), a second private placement for $12.5 million (completed on May 19, 2021), and a $11.0 million royalty financing agreement ($8.0 million received on June 28, 2021 and $3.0 million received on August 17, 2022). Vision Blue was also granted a right of first refusal to finance a Phase 2 expansion of the mine.

 

On March 29, 2021, the Company announced the initiation of construction for Phase 1 of the Molo Graphite Mine with a production capacity of 17,000 tpa of SuperFlake® graphite concentrate. Completion of construction activities and the start of mining is expected in November 2022. Completion of construction activities and the start of mining activities is expected in November 2022. Plant commissioning is expected in December 2022 followed by a ramp up period of up to three months prior to declaring commercial production.

 

Phase 2 Expansion

 

On April 27, 2022, the Company released a Preliminary Economic Assessment (“PEA”) considering a Phase 2 expansion of the Molo Graphite Mine consisting of a stand-alone processing plant with a production capacity of 150,000 tpa. The Company has initiated a Feasibility Study and a front-end engineering design (“FEED”) study for the Phase 2 expansion considered in the PEA. The Feasibility Study is expected to be completed in December 2022 and the FEED study is expected to be completed after considering Phase 1 operational results. The Company will assess the results of the Feasibility and FEED studies prior to making a final construction decision.

v3.23.2
Exploration and Evaluation Properties
12 Months Ended
Jun. 30, 2022
6. Exploration and Evaluation Properties

6. Exploration and Evaluation Properties

 

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

 

As part of Financing Package announced on February 8, 2021, Vision Blue will receive a royalty of 1.0% of the gross revenues from sales of vanadium pentoxide (“V2O5”) from the Green Giant Vanadium Project for a period of 15 years following commencement of production of V2O5.

 

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.

 

As of June 30, 2022, the Company has not capitalized any acquisition, exploration, and evaluation costs.

 

Sagar Project, 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 royalty ("NSR") on certain claims within the property. Other unrelated parties retain a 1% NSR and a 0.5% NSR on certain claims within the property, whereby half of the 1% NSR can be acquired at the Company’s option by paying $200,000 and half of the 0.5% NSR can be acquired at the Company’s option by paying $100,000.

 

As of June 30, 2022, the Company has not capitalized any acquisition, exploration, and evaluation costs.

 

As of June 30, 2022, the Sagar property consisted of 184 claims covering a total area of 8,539.58 ha. The Company does not have any immediate plans to complete any further exploration on this property.

v3.23.2
Property, Plant, and Equipment
12 Months Ended
Jun. 30, 2022
7. Property, Plant and Equipment

7. Property, Plant, and Equipment

 

As of June 30, 2022, property, plant, and equipment was $18,652,394 (June 30, 2021: $4,337,161). Assets Under Construction consist of $15,692,451 (2021: $3,611,890) for Phase 1 of the Molo Mine, $552,960 (2021: $nil) for Phase 2 of the Molo Mine and $547,812 (2021: $nil) for the BAF plant. During the year ended June 30, 2022, the Company capitalized additions of $14,350,273 (year ended June 30, 2021: 4,325,642) and amortized $35,040 (year ended June 30, 2021: $6,592). The Mining Property additions include production obligation accretion of $94,634. The Assets Under Construction additions include royalty obligation accretion of $904,771. The Right of Use Assets additions of $389,049 consist of the recognition of long-term property lease obligation.

 

 

 

Mining

 

 

Assets Under

 

 

Equipment &

 

 

Right of Use

 

 

 

 

 

 

Property

 

 

Construction

 

 

Vehicles

 

 

Assets

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

 

 $

 

 

$

 

As at June 30, 2020

 

 

-

 

 

 

-

 

 

 

-

 

 

 

18,111

 

 

 

18,111

 

Additions

 

 

708,514

 

 

 

3,611,890

 

 

 

5,238

 

 

 

-

 

 

 

4,325,642

 

Amortization

 

 

-

 

 

 

-

 

 

 

(555)

 

 

(6,037)

 

 

(6,592)

As at June 30, 2021

 

 

708,514

 

 

 

3,611,890

 

 

 

4,683

 

 

 

12,074

 

 

 

4,337,161

 

Additions

 

 

398,836

 

 

 

13,181,333

 

 

 

239,542

 

 

 

530,562

 

 

 

14,350,273

 

Amortization

 

 

-

 

 

 

-

 

 

 

(29,053)

 

 

(5,987)

 

 

(35,040)

As at June 30, 2022

 

 

1,107,350

 

 

 

16,793,223

 

 

 

215,172

 

 

 

536,649

 

 

 

18,652,394

 

Cost

 

 

708,514

 

 

 

3,611,890

 

 

 

5,238

 

 

 

24,165

 

 

 

4,349,807

 

Accumulated amortization

 

 

-

 

 

 

-

 

 

 

(555)

 

 

(12,091)

 

 

(12,646)

As at June 30, 2021

 

 

708,514

 

 

 

3,611,890

 

 

 

4,683

 

 

 

12,074

 

 

 

4,337,161

 

Cost

 

 

1,107,350

 

 

 

16,793,223

 

 

 

244,780

 

 

 

554,727

 

 

 

18,700,080

 

Accumulated amortization

 

 

-

 

 

 

-

 

 

 

(29,608)

 

 

(18,078)

 

 

(47,686)

As at June 30, 2022

 

 

1,107,350

 

 

 

16,793,223

 

 

 

215,172

 

 

 

536,649

 

 

 

18,652,394

 

v3.23.2
Short-Term Debt
12 Months Ended
Jun. 30, 2022
8. Short-Term Debt

8. Short-Term Debt

 

The Company had a Canada Emergency Business Account (CEBA), which had loan forgiveness provisions whereby 25% of the loan principal would be forgiven if 75% of the loan principal was repaid prior to December 31, 2022. The Company had previously withdrawn CAD$40,000 and repaid CAD$30,000 of loan principal, thereby recognizing a CAD$10,000 provision for loan forgiveness resulting in a carrying balance of $nil on June 30, 2021. On January 28, 2022, the Company received confirmation the CAD$10,000 forgiveness had been received and the CEBA was closed.

v3.23.2
Lease obligations
12 Months Ended
Jun. 30, 2022
9. Lease obligations

9. Lease obligations

 

On July 1, 2019, the Company recognized a right of use asset and lease obligations of $24,164 using an incremental borrowing rate of 10.43% related to the long-term lease of the exploration camp in Fotadrevo, Madagascar. As of June 30, 2022, the exploration camp lease had a remaining term of 12 months.

 

On March 31, 2022, the Company recognized a right of use asset and lease obligations of $389,049 using an incremental borrowing rate of 13.8% related to the long-term emphyteutic property lease for the Molo mining property, which is payable to the Government of Madagascar and will expire in 2072.

 

The following table sets out the carrying amounts of lease obligations for right of use assets included in the consolidated statement of financial position and the movements between the reporting periods:

 

 

 

Camp Lease

 

 

Property Lease

 

 

Total Obligations

 

 

 

$

 

 

$

 

 

$

 

As at June 30, 2020

 

 

16,018

 

 

 

-

 

 

 

16,018

 

Lease payments

 

 

(6,367)

 

 

-

 

 

 

(6,367)

Finance costs

 

 

1,317

 

 

 

-

 

 

 

1,317

 

Foreign exchange adjustments

 

 

131

 

 

 

-

 

 

 

131

 

As at June 30, 2021

 

 

11,099

 

 

 

-

 

 

 

11,099

 

Additions

 

 

-

 

 

 

389,049

 

 

 

389,049

 

Lease payments

 

 

(6,027)

 

 

(47,252)

 

 

(53,279)

Finance costs

 

 

900

 

 

 

11,080

 

 

 

11,980

 

Foreign exchange adjustments

 

 

(318)

 

 

(8,713)

 

 

(9,031)

As at June 30, 2022

 

 

5,654

 

 

 

344,164

 

 

 

349,818

 

 

The following table sets out the lease obligations included in the consolidated statements of financial position:

 

 

 

Camp Lease

 

 

Property Lease

 

 

Total Obligations

 

 

 

$

 

 

$

 

 

$

 

Current portion of lease obligations

 

 

5,654

 

 

 

46,071

 

 

 

51,725

 

Long-term lease obligations

 

 

-

 

 

 

298,093

 

 

 

298,093

 

As at June 30, 2022

 

 

5,654

 

 

 

344,164

 

 

 

349,818

 

 

Future minimum lease payments required to meet obligations that have initial or remaining non-cancellable lease terms are set out in the following table:

 

 

 

Camp Lease

 

 

Property Lease

 

 

Total Obligations

 

 

 

$

 

 

$

 

 

$

 

Within 12 months

 

 

5,890

 

 

 

46,071

 

 

 

51,961

 

Between 13 and 24 months

 

 

-

 

 

 

46,071

 

 

 

46,071

 

Between 25 and 36 months

 

 

-

 

 

 

46,071

 

 

 

46,071

 

Between 37 and 48 months

 

 

-

 

 

 

46,071

 

 

 

46,071

 

Between 49 and 60 months

 

 

-

 

 

 

46,071

 

 

 

46,071

 

Over 60 months

 

 

-

 

 

 

2,027,124

 

 

 

2,027,124

 

Total undiscounted lease obligations

 

 

5,890

 

 

 

2,257,479

 

 

 

2,263,369

 

 

Leases of low value assets, short term leases of 12 months or less, and leases with variable payments proportional to the rate of use of the underlying asset do not give rise to a lease obligation. During the year ended June 30, 2022, the Company recognized short-term rent expenses of $7,141 (2021: $19,857) in the consolidated statements of operations and comprehensive income (loss).

v3.23.2
Royalty obligations
12 Months Ended
Jun. 30, 2022
10. Royalty obligations

10. Royalty obligations

 

Vision Blue

 

On February 8, 2021, the Company announced that it entered into a binding agreement with Vision Blue to provide a Financing Package for total gross proceeds of $29.5 million consisting of private placements and a royalty financing agreement. As part of the royalty financing agreement:

 

 

(a)

The Company received the initial royalty funding of $8.0 million (less a $1.5 million royalty financing fee) on June 28, 2021 and received the remaining $3.0 million on August 17, 2022.

 

(b)

Beginning on the biannual period ending June 30, 2022, the Company will pay to Vision Blue the greater of: (i) $825,000 (the “Minimum Repayment”) or (ii) 3% of the gross sales revenues from graphite concentrate sales (the “GSR”). Once Vision Blue has received cumulative royalty payments of $16.5 million, the Minimum Repayment will cease, and the royalty will be based on the GSR. NextSource will have the option at any time to reduce the GSR to 2.25% upon payment to Vision Blue of $20 million. The Company may delay each of the biannual Minimum Repayments by 12 months, which will become subject to accrued interest of 15% per annum.

 

(c)

Vision Blue received a royalty of 1.0% of the gross revenues from sales of vanadium pentoxide (“V2O5”) from the Green Giant Vanadium Project for a period of 15 years following commencement of production of V2O5.

 

On June 30, 2021, the Company recognized a royalty obligation at the fair value of $6.5 million, which was equal to the present value using an effective discount rate of 13.8% of (1) the deferred royalty funding of $3.0 million, (2) the minimum royalty payments, (3) the accrued interest on minimum royalty payment deferrals of 12 months each, and (4) the perpetual 3% royalty on the estimated revenues of the remaining 30-year life of mine for Phase 1. The discount rate was determined at recognition by calculating the internal rate of return (IRR) of the expected cash flows. Upon recognition, a total of $169,279 of capitalized legal fees was netted against the obligation resulting in an initial carrying value of $6,330,721. The carrying value of the royalty obligation will be remeasured at each reporting period based on the revised expected future cash flows using the original discount rate under the amortized cost method.

 

During the year ended June 30, 2022, the royalty obligation was increased by accretion of $904,771 (2021: $Nil), which was capitalized as Assets Under Construction under property, plant, and equipment. As of June 30, 2022, the royalty obligation was remeasured at

$7,731,196 (June 30, 2021: $6,330,721) resulting in a change in valuation of $495,704 (2021: $Nil).

 

 

 

Total

 

 

 

$

 

As at June 30, 2020

 

 

-

 

Recognition of royalty obligation

 

 

6,330,721

 

As at June 30, 2021

 

 

6,330,721

 

Accretion of royalty obligation

 

 

904,771

 

Remeasurement of royalty obligation

 

 

495,704

 

As at June 30, 2022

 

 

7,731,196

 

 

Future undiscounted minimum royalty payments including accrued interest on deferrals are set out in the following table:

 

 

 

Total

 

 

 

$

 

Within 12 months

 

 

948,750

 

Between 13 and 24 months

 

 

1,897,500

 

Between 25 and 36 months

 

 

1,897,500

 

Between 37 and 48 months

 

 

1,897,500

 

Between 49 and 60 months

 

 

1,897,500

 

Over 60 months

 

 

10,436,250

 

Total undiscounted minimum payments and interest

 

 

18,975,000

 

 

Malagasy Minerals

 

On December 14, 2011, the Company entered into a Definitive Joint Venture Agreement ("JVA") with Malagasy Minerals Limited ("Malagasy") to acquire a 75% interest in a property package that included the Molo graphite and Green Giant vanadium exploration claims. 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, subject to Malagasy retaining a 1.5% net smelter royalty (“NSR”). Prior to becoming a Director of the Company, Brett Whalen purchased an option to acquire the 1.5% NSR from Malagasy upon the mine achieving commercial production in return for a further payment to Malagasy.

BAF Plants

 

On April 12, 2021, the Company announced a binding partnership agreement for the construction of BAF plants capable of converting flake graphite into SPG and CSPG using the partner’s proven processing technology. The Chinese partner will design and develop the process flowsheets, source all necessary equipment, and will provide all necessary training and operational know-how and in return will receive a 2% licensing royalty. Whereas the Japanese partner will leverage its sales relationships and will act as exclusive agent for sales, marketing, and trading and in return will receive a 3% sales commission royalty.

v3.23.2
Warrant Derivative Liabilities
12 Months Ended
Jun. 30, 2022
11. Warrant Derivative Liabilities

11. Warrant Derivative Liabilities

 

Warrants issued in a currency other than the Company’s functional currency are considered a derivative financial liability settled through the consolidated statement of operations and comprehensive income (loss) as per IFRS 9 Financial Instruments. The fair value of warrants is initially measured on their issue date as a financial liability using the Black-Scholes option valuation model. The fair value of exercised warrants is remeasured on their exercise date and the fair value is reallocated to equity. The fair value of expired warrants is remeasured on their expiration date and at each reporting period date through the consolidated statement of operations and comprehensive income (loss).

 

During the year ended June 30, 2022, a total of $4,462,156 was reclassified to equity upon the exercise of warrants. As of June 30, 2022, the derivative liability was remeasured at $21,689,490 (June 30, 2021: $45,380,933) resulting in a change in fair value of $19,229,287 (2021: $6,808,106) through the consolidated statement of operations and comprehensive income (loss).

 

 

 

Warrant Liability

 

 

 

$

 

As at June 30, 2020

 

 

208,768

 

Recognition of derivative liability

 

 

56,216,388

 

Reclassification to equity on exercise of warrants

 

 

(4,236,117)

Change in fair value

 

 

(6,808,106)

As at June 30, 2021

 

 

45,380,933

 

Reclassification to equity on exercise of warrants

 

 

(4,462,156)

Change in fair value

 

 

(19,229,287)

As at June 30, 2022

 

 

21,689,490

 

 

The fair value of warrants expiring October 25, 2021 was estimated using the following model inputs on the following valuation dates:

 

Warrants Expiring October 25, 2021

 

Warrant Liability

 

 

 

$

 

As of June 30, 2020

 

 

201,687

 

Reclassification to equity on exercise of warrants

 

 

(1,373,246)

Change in fair value

 

 

2,278,285

 

As of June 30, 2021

 

 

1,106,726

 

Reclassification to equity on exercise of warrants

 

 

(1,248,478)

Change in fair value

 

 

141,752

 

As of June 30, 2022

 

 

-

 

 

The fair value of warrants expiring October 25, 2021 was estimated using the following model inputs on the following valuation dates:

 

Warrants Expiring July 2, 2022

 

Warrant Liability

 

 

 

$

 

As of June 30, 2020

 

 

-

 

Recognition on July 2, 2020 (issue date)

 

 

421,861

 

Reclassification to equity on exercise of warrants

 

 

(2,862,871)

Change in fair value

 

 

5,773,919

 

As of June 30, 2021

 

 

3,332,909

 

Reclassification to equity on exercise of warrants

 

 

(3,213,678)

Change in fair value

 

 

(119,231)

As of June 30, 2022

 

 

-

 

The initial fair value of $55,794,527 for the warrants issued on May 19, 2021 consisted of $12,500,000 that was reclassed from equity to warrant liability and $43,294,527 that was recognized through the statement of operations and comprehensive income (loss).

 

The fair value of warrants expiring May 19, 2023 was estimated using the following model inputs on the following valuation dates:

 

Warrants Expiring May 19, 2023

 

Warrant Liability

 

 

 

$

 

As of June 30, 2020

 

 

-

 

Recognition on May 19, 2021 (issue date)

 

 

55,794,527

 

Reclassification to equity on exercise of warrants

 

 

-

 

Change in fair value through profit and loss

 

 

(14,853,229)

Share price on measurement date

 

(CAD $2.64) USD $2.13

 

Exercise price

 

(CAD $1.00) USD $0.81

 

Risk free rate

 

 

0.45%

Expected volatility

 

 

152%

Expected dividend yield

 

Nil

 

Expected life (in years)

 

 

1.89

 

As of June 30, 2021

 

 

40,941,298

 

Reclassification to equity on exercise of warrants

 

 

-

 

Change in fair value through profit and loss

 

 

(19,251,808)

Share price on measurement date

 

(CAD $2.12) USD $1.65

 

Exercise price

 

(CAD $1.00) USD $0.78

 

Risk free rate

 

 

3.10%

Expected volatility

 

 

71%

Expected dividend yield

 

Nil

 

Expected life (in years)

 

 

0.88

 

As of June 30, 2022

 

 

21,689,490

 

v3.23.2
Provisions
12 Months Ended
Jun. 30, 2022
Provisions  
12. Provisions

12. Provisions

 

Commercial production provision

 

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 CAD$1,000,000 will be due within five days of the commencement of commercial production (the “Commercial Production Fee”). On June 30, 2021, the Company recognized a provision of $708,514 using a 13.8% discount rate based on the expected settlement of the Commercial Production Fee on or around June 30, 2022. The provision was recorded at amortized cost and was capitalized as Property under Property, Plant and Equipment.

 

During the year ended June 30, 2022, accretion of $94,634 (2021: $Nil) was capitalized as Property and a remeasurement gain of $48,472 was recognized through the consolidated statement of operations and comprehensive income (loss). On June 30, 2022, the provision was remeasured at $727,051 (June 30, 2021: $708,514) due to changes in foreign exchange that were recognized in the consolidated statement of operations and comprehensive income (loss).

 

Flow-through 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 provisions 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.

 

As of June 30, 2022, based on the limited amount of completed settlements the Company revised the provision to $nil (June 30, 2021:

$29,508) resulting in a gain of $28,385 (June 30, 2021: $146,814) recognized through the consolidated statement of operations and comprehensive income (loss).

v3.23.2
Share Capital
12 Months Ended
Jun. 30, 2022
13. Share Capital

13. Share Capital

 

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, 2022, the Company had 101,872,614 common shares issued and outstanding (June 30, 2021: 98,184,260).

 

The following shares were issued during the year ended June 30, 2022:

 

 

(a)

On September 23, 2021, a total of 211,112 warrants priced at CAD$0.90 were exercised into 211,112 common shares for gross proceeds of $150,588.

 

 

 

 

(b)

On October 5, 2021, a total of 54,616 warrants priced at CAD$0.65 and 206,667 warrants priced at CAD$0.90 were exercised into 261,283 common shares for gross proceeds of $175,077.

 

 

 

 

(c)

On October 20, 2021, a total of 155,556 warrants priced at CAD$0.90 were exercised into 155,556 common shares for gross proceeds of $113,110.

 

 

 

 

(d)

On October 22, 2021, a total of 214,445 warrants priced at CAD$0.90 were exercised into 214,445 common shares for gross proceeds of $156,129.

 

 

 

 

(e)

On November 23, 2021, a total of 100,000 warrants priced at CAD$0.65 were exercised into 100,000 common shares for gross proceeds of $51,407.

 

 

 

 

(f)

On December 16, 2021, a total of 123,518 RSUs were converted into common shares.

 

 

 

 

(g)

On March 2, 2022, a total of 461,539 warrants priced at CAD$0.65 were exercised into 461,539 common shares for gross proceeds of $235,804.

 

 

 

 

(h)

On March 31, 2022, a total of 30,800 warrants priced at CAD$0.65 were exercised into 30,800 common shares for gross proceeds of $15,998.

 

 

 

 

(i)

On April 28, 2022, a total of 38,500 warrants priced at CAD$0.65 were exercised into 38,500 common shares for gross proceeds of $19,575.

 

 

 

 

(j)

On May 18, 2022, a total of 325,000 warrants priced at CAD$0.65 were exercised into 325,000 common shares for gross proceeds of $162,345.

 

 

 

 

(k)

On May 18, 2022, a total of 220,000 options priced at USD$0.66 were exercised into 220,000 common shares for gross proceeds of $144,833.

 

 

 

 

(l)

On May 23, 2022, a total of 220,000 options priced at USD$0.66 were exercised into 220,000 common shares for gross proceeds of $146,764.

 

 

 

 

(m)

On June 2, 2022, a total of 220,000 options priced at USD$0.66 were exercised into 220,000 common shares for gross proceeds of $145,200.

 

 

 

 

(n)

On June 9, 2022, a total of 215,000 options priced at USD$0.66 were exercised into 215,000 common shares for gross proceeds of $141,900.

 

 

 

 

(o)

On June 24, 2022, a total of 30,800 warrants priced at CAD$0.65 were exercised into 30,800 common shares for gross proceeds of $15,529.

 

 

 

 

(p)

On June 27, 2022, a total of 180,000 warrants priced at CAD$0.65 were exercised into 180,000 common shares for gross proceeds of $91,090.

 

 

 

 

(q)

On June 30, 2022, a total of 680,801 warrants priced at CAD$0.65 were exercised into 680,801 common shares for gross proceeds of $343,538.

The following changes to the issued and outstanding common shares occurred during the year ended June 30, 2021:

 

 

(a)

On July 2, 2020, the Company completed a non-brokered private placement of 6,157,887 units at a price of $0.24 (CAD$0.325) per unit for gross proceeds of $1,476,571 (CAD$2,001,310). Each unit consisted of one common share of the Company and one-half of one common share purchase warrant, with each full warrant entitling the holder to acquire one additional common share of the Company at a price of $0.48 (CAD$0.65) per share for a period of 24 months. No finder fees or commissions were paid in association with the private placement. In connection with the non-brokered private placement, the Company incurred $9,293 in share issuance costs.

 

 

 

 

(b)

On December 22, 2020, a total of 72,174 stock options priced at $0.56 were exercised into 72,174 common shares for gross proceeds of $40,418.

 

 

 

 

(c)

On February 9, 2021, a total of 147,000 stock options priced at $0.66 were exercised into 147,000 common shares for gross proceeds of $97,054.

 

 

 

 

(d)

On February 12, 2021, a total of 55,000 warrants priced at CAD$0.90 and 15,385 warrants at a price of CAD$0.65 were exercised into 70,385 common shares for gross proceeds of $46,760.

 

 

 

 

(e)

On February 19, 2021, a total of 22,223 stock options priced at CAD$0.90 were exercised into 22,223 common shares for gross proceeds of $15,857 and a total of 517,443 RSUs that vested on February 7, 2021 were converted into common shares for no additional consideration.

 

 

 

 

(f)

On February 23, 2021, a total of 73,000 stock options priced at $0.66 were exercised into 73,000 common shares for gross proceeds of $48,439.

 

 

 

 

(g)

On February 26, 2021, a total of 111,112 warrants priced at CAD$0.90 were exercised into 111,112 common shares for gross proceeds of $79,172.

 

 

 

 

(h)

On March 4, 2021, a total of 50,000 warrants priced at CAD$0.65 were exercised into 50,000 common shares for gross proceeds of $25,681.

 

 

 

 

(i)

On March 8, 2021, a total of 290,000 stock options priced at CAD$1.00 and 220,000 stock options priced at $0.66 were exercised into 510,000 common shares for gross proceeds of $374,494.

 

 

 

 

(j)

On March 15, 2021, the Company completed a non-brokered private placement of 12,000,000 common shares at a price of CAD$0.65 per share for total gross proceeds of $6,000,000 (CAD$7,800,000). In connection with the non-brokered private placement, the Company incurred $16,367 in share issuance costs.

 

 

 

 

(k)

On April 12, 2021, a total of 361,500 warrants priced at CAD$0.65 and 55,555 warrants priced at CAD$0.90 were exercised into 417,055 common shares for gross proceeds of $226,506.

 

 

 

 

(l)

On May 19, 2021, the Company completed a non-brokered private placement of 23,214,286 units at a price of CAD$0.65 per unit for total gross proceeds of $12,500,000 (CAD$15,089,286). Each unit consisted of one common share of the Company and one common share purchase warrant, with each warrant entitling the holder to acquire one additional common share of the Company at a price of CAD$1.00 per share for a period of 24 months. No finder fees or commissions were paid in association with the private placement. In connection with the non-brokered private placement, the Company incurred $87,788 in share issuance costs.

 

 

 

 

(m)

On May 25, 2021, a total of 750,000 warrants priced at CAD$0.65 were exercised into 750,000 common shares for gross proceeds of $403,705.

 

 

 

 

(n)

On June 7, 2021, a total of 200,000 warrants priced at CAD$0.90 were exercised into 200,000 common shares for gross proceeds of $148,518.

 

 

 

 

(o)

On June 23, 2021, a total of 222,223 warrants priced at CAD$0.90 were exercised into 222,223 common shares for gross proceeds of $162,000.

v3.23.2
Warrants
12 Months Ended
Jun. 30, 2022
14. Warrants

14. Warrants

 

The Company issued common share purchase warrants as part of equity private placements. The fair value of warrants is determined using the Black-Scholes option valuation model based on the market price, the exercise price, compound risk free interest rate, annualized volatility, and number of periods until expiration. Depending on the nature of the warrants, the fair value may be classified as equity or as a derivative financial liability settled through profit and loss. Each warrant entitles the holder to purchase one common share of the Company at the respective exercise price prior to or on the respective expiration date.

 

As of June 30, 2022, the Company had 23,214,286 common share purchase warrants outstanding (June 30, 2021: 25,904,122) with a weighted average expiration of 0.88 years (June 30, 2021: 1.77 years), which are exercisable into 23,214,286 (June 30, 2021: 25,904,122) common shares at a weighted average exercise price of USD$0.78 (June 30, 2021: USD$0.78). All outstanding warrants vested on their respective issue dates.

 

 

 

 

 

 

 

As at

 

 

 

 

 

 

 

 

 

 

 

As at

 

Issued

 

Expiration

 

Exercise

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

Date

 

Date

 

Price

 

2021

 

 

Issued

 

 

Cancelled

 

 

Exercised

 

 

2022

 

October 25, 2019

 

October 25, 2021

 

CAD $0.90

 

 

787,780

 

 

 

-

 

 

 

-

 

 

 

(787,780)

 

 

-

 

July 2, 2020

 

July 2, 2022

 

CAD $0.65

 

 

1,902,056

 

 

 

-

 

 

 

-

 

 

 

(1,902,056)

 

 

-

 

May 19, 2021

 

May 19, 2023

 

CAD $1.00

 

 

23,214,286

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

23,214,286

 

Totals

 

 

 

 

 

 

25,904,122

 

 

 

-

 

 

 

-

 

 

 

(2,689,836)

 

 

23,214,286

 

 

Nil common share purchase warrants were issued during the year ended June 30, 2022.

 

 

 

 

 

 

 

As at

 

 

 

 

 

 

 

 

 

 

 

As at

 

Issued

 

Expiration

 

Exercise

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

Date

 

Date

 

Price

 

2020

 

 

Issued

 

 

Cancelled

 

 

Exercised

 

 

2021

 

August 17, 2018

 

August 17, 2020

 

CAD $1.00

 

 

1,065,265

 

 

 

-

 

 

 

(1,065,265)

 

 

-

 

 

 

-

 

October 25, 2019

 

October 25, 2021

 

CAD $0.90

 

 

1,453,892

 

 

 

-

 

 

 

-

 

 

 

(666,112)

 

 

787,780

 

July 2, 2020

 

July 2, 2022

 

CAD $0.65

 

 

-

 

 

 

3,078,941

 

 

 

-

 

 

 

(1,176,885)

 

 

1,902,056

 

May 19, 2021

 

May 19, 2023

 

CAD $1.00

 

 

-

 

 

 

23,214,286

 

 

 

-

 

 

 

-

 

 

 

23,214,286

 

Totals

 

 

 

 

 

 

2,519,157

 

 

 

26,293,227

 

 

 

(1,065,265)

 

 

(1,842,997)

 

 

25,904,122

 

 

The following common share purchase warrants were issued during the year ended June 30, 2021:

 

(a)

On July 2, 2020, the Company completed a non-brokered private placement of 6,157,887 units at a price of $0.24 (CAD$0.325) per unit for gross proceeds of $1,476,571 (CAD$2,001,310). Each Unit consists of one common share of the Company and one-half of one common share purchase warrant (a “Warrant”), with each full Warrant entitling the holder to acquire one additional common share of the Company at a price of CAD$0.65 (USD$0.52) per share for a period of 24 months.

(b)

On May 19, 2021, the Company completed a non-brokered private placement of 23,214,286 units at a price of CAD$0.65 per unit for total gross proceeds of $12,500,000 (CAD$15,089,286). Each unit consisted of one common share of the Company and one common share purchase warrant, with each warrant entitling the holder to acquire one additional common share of the Company at a price of CAD$1.00 (USD$0.80) per share for a period of 24 months.

v3.23.2
Long term incentive plan
12 Months Ended
Jun. 30, 2022
15. Long term incentive plan

15. Long term incentive plan

 

The Company’s long term incentive plan (the “LTIP plan”) is restricted to a maximum of 10% of the issued and outstanding common shares. Under the LTIP plan, the Company may grant securities-based incentives including stock options and restricted share units (“RSUs”) to directors, officers, employees, and consultants. The Board of Directors administers the plan and determines the vesting and terms of each grant.

 

Stock Options

 

The Company determined the fair value of stock options using the Black-Scholes option valuation model, which has several inputs including the market price, the exercise price, compound risk free interest rate, annualized volatility, and the number of periods until expiration. The fair value is recorded in equity and expensed through profit and loss over the vesting period. Each stock option entitles the holder to purchase one common share of the Company at the respective exercise price prior to, or on, its expiration date.

 

As of June 30, 2022, the Company had 1,910,000 stock options outstanding (June 30, 2021: 2,780,000) with a weighted average expiration of 1.74 years (June 30, 2021: 2.15), which are exercisable into 1,910,000 common shares (June 30, 2021: 2,780,000) at a weighted average exercise price of USD$2.17 (June 30, 2021: USD$1.73). All the outstanding stock options vested on their respective grant dates.

 

 

 

 

 

 

 

As at

 

 

 

 

 

 

 

 

 

 

 

As at

 

Award & Vesting

 

Expiration

 

Exercise

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

Date

 

Date

 

Price

 

2021

 

 

Awarded

 

 

Cancelled

 

 

Exercised

 

 

2022

 

June 9, 2017

 

June 9, 2022

 

USD $0.66

 

 

900,000

 

 

 

-

 

 

 

(25,000)

 

 

(875,000)

 

 

-

 

March 26, 2019

 

March 26, 2024

 

CAD $1.00

 

 

580,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

580,000

 

March 19, 2021

 

March 19, 2024

 

CAD $3.60

 

 

1,300,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,300,000

 

May 11, 2022

 

May 11, 2025

 

CAD $2.50

 

 

-

 

 

 

30,000

 

 

 

-

 

 

 

-

 

 

 

30,000

 

Totals

 

 

 

 

 

 

2,780,000

 

 

 

30,000

 

 

 

(25,000)

 

 

(875,000)

 

 

1,910,000

 

 

The following stock options were granted during the year ended June 30, 2022:

 

 

(a) 

On May 11, 2022, the Company granted 30,000 stock options exercisable at a price of CAD$2.50 for a period of three years. The options were valued at $43,050 using the Black-Scholes pricing model based on a risk-free rate of 2.74%, a term of 3 years, volatility of 128% and a market price of $1.93 (CAD$2.50). These stock options vested on the grant date.

  

 

 

 

 

 

 

As at

 

 

 

 

 

 

 

 

 

 

 

As at

 

Award & Vesting

 

Expiration

 

Exercise

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

Date

 

Date

 

Price

 

2020

 

 

Awarded

 

 

Cancelled

 

 

Exercised

 

 

2021

 

December 22, 2015

 

December 22, 2020

 

USD $0.56

 

 

630,001

 

 

 

-

 

 

 

(557,826)

 

 

(72,175)

 

 

-

 

June 9, 2017

 

June 9, 2022

 

USD $0.66

 

 

1,810,000

 

 

 

-

 

 

 

(470,000)

 

 

(440,000)

 

 

900,000

 

March 26, 2019

 

March 26, 2024

 

CAD $1.00

 

 

1,185,000

 

 

 

-

 

 

 

(315,000)

 

 

(290,000)

 

 

580,000

 

March 19, 2021

 

March 19, 2024

 

CAD $3.60

 

 

-

 

 

 

1,300,000

 

 

 

-

 

 

 

-

 

 

 

1,300,000

 

Totals

 

 

 

 

 

 

3,625,001

 

 

 

1,300,000

 

 

 

(1,342,826)

 

 

(802,175)

 

 

2,780,000

 

 

The following stock options were granted during the year ended June 30, 2021:

 

 

(a)

On March 19, 2021, the Company granted 1,300,000 stock options exercisable at a price of CAD$3.60 for a period of three years. The options were valued at $2,777,404 using the Black-Scholes pricing model based on a risk-free rate of 0.53%, a term of 3 years, volatility of 130% and a market price of $2.88 (CAD$3.60). These stock options vested on the grant date.

Restricted share units (RSUs)

 

The fair value of RSUs is based on the grant-day intrinsic value of the shares that are expected to vest by the vesting date. Each RSU entitles the holder to receive a common share of the Company prior to, or on, its expiration date subject to achieving the performance criterion (“milestone”) prior to, or on, its vesting date. The fair value is recorded in equity and expensed through profit and loss over the expected vesting period and is subject to remeasurement at the end of each reporting period based on the probability of achieving the milestone and adjustments for potential forfeitures.

 

As of June 30, 2022, the Company had 270,000 RSUs issued and outstanding (June 30, 2021: 475,000) which entitle the holders to receive 270,000 common shares (June 30, 2021: 475,000) for no additional consideration but are subject to satisfying their respective vesting conditions. The RSUs have a weighted average until vesting of 0.38 years (June 30, 2021: 0.86) and weighted average until expiration of 1.00 years (June 30, 2021: 1.40). A total of $342,880 (2021: $468,844) was expensed as share-based compensation related to vesting or cancellation of RSUs

 

 

 

 

 

 

 

As at

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at

 

Grant

 

Vesting

 

Expiration

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

Date

 

Date

 

Date

 

2021

 

 

Awarded

 

 

Cancelled

 

 

Converted

 

 

2022

 

Vesting condition - Employment on vesting date:

March 19, 2021

 

December 31, 2022

 

June 30, 2023

 

 

200,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

200,000

 

May 11, 2022

 

July 14, 2022

 

June 30, 2023

 

 

-

 

 

 

40,000

 

 

 

-

 

 

 

-

 

 

 

40,000

 

Vesting condition - Milestone achieved on vesting date:

March 19, 2021

 

June 30, 2022

 

December 31, 2022

 

 

125,000

 

 

 

-

 

 

 

(125,000)

 

 

-

 

 

 

-

 

March 19, 2021

 

May 17, 2021

 

December 31, 2021

 

 

150,000

 

 

 

-

 

 

 

-

 

 

 

(150,000)

 

 

-

 

May 11, 2022

 

July 14, 2022

 

June 30, 2023

 

 

-

 

 

 

30,000

 

 

 

-

 

 

 

-

 

 

 

30,000

 

Totals

 

 

 

 

 

 

475,000

 

 

 

70,000

 

 

 

(125,000)

 

 

(150,000)

 

 

270,000

 

 

The following RSUs were granted during the year ended June 30, 2022:

 

 

(a)

On May 11, 2022, the Company granted 40,000 RSUs with a vesting date of July 14, 2022, whereby the holder will receive 40,000 common shares subject to achieving certain milestones on the vesting date. The grant date fair value was estimated at $77,230 based on a grant-date market price of $1.93 (CAD$2.50).

 

 

 

 

(b)

On May 11, 2022, the Company granted 30,000 RSUs with a vesting date of July 14, 2022, whereby the holder will receive 30,000 common shares subject to being employed on the vesting date. These RSUs vested on July 14, 2022. The grant date fair value was estimated at $57,922 based on a grant-date market price of $1.93 (CAD$2.50).

 

The following occurred during the year ended June 30, 2022:

 

 

(a)

A total of 125,000 RSUs did not satisfy their vesting conditions and were cancelled.

 

 

 

 

(b)

A total of 150,000 RSUs satisfied their vesting conditions whereby 123,518 were converted into common shares and 26,482 were forfeited to cover payroll deductions owed to the Company by the recipient resulting in a reduction of capital of $70,190.

 

 

 

 

 

 

 

As at

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at

 

Grant

 

Vesting

 

Expiration

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

Date

 

Date

 

Date

 

2020

 

 

Awarded

 

 

Cancelled

 

 

Converted

 

 

2021

 

Vesting condition - Employment on vesting date:

March 19, 2021

 

December 31, 2022

 

June 30, 2023

 

 

-

 

 

 

200,000

 

 

 

-

 

 

 

-

 

 

 

200,000

 

Vesting condition - Milestone achieved on vesting date:

December 29, 2020

 

February 7, 2021

 

February 19,2021

 

 

-

 

 

 

172,481

 

 

 

-

 

 

 

(172,481)

 

 

-

 

December 29, 2020

 

February 7, 2021

 

August 19, 2021

 

 

-

 

 

 

172,481

 

 

 

-

 

 

 

(172,481)

 

 

-

 

December 29, 2020

 

February 7, 2021

 

February 19, 2022

 

 

-

 

 

 

172,481

 

 

 

-

 

 

 

(172,481)

 

 

-

 

March 19, 2021

 

June 30, 2022

 

December 31, 2022

 

 

-

 

 

 

125,000

 

 

 

-

 

 

 

-

 

 

 

125,000

 

March 19, 2021

 

May 17, 2021

 

December 31, 2021

 

 

-

 

 

 

150,000

 

 

 

-

 

 

 

-

 

 

 

150,000

 

Totals

 

 

 

 

 

 

-

 

 

 

992,443

 

 

 

-

 

 

 

(517,443)

 

 

475,000

 

The following RSUs were granted during the year ended June 30, 2021:

 

 

(a)

On December 29, 2020, the Company granted 517,443 RSUs with variable vesting dates subject to achieving certain milestones prior to expiration whereby 33.33% was set to expire on each of Feb 16, 2021, August 16, 2021, and Feb 16, 2022. The fair value was estimated at $364,852 based on a grant-date market price of CAD$0.90 (USD$0.71).

 

 

 

 

(b)

On March 19, 2021, the Company granted the following RSUs:

 

 

a.

200,000 RSUs with a vesting date of December 31, 2022, whereby the holders will receive 200,000 common shares subject to achieving the vesting condition of being employees or consultants of the Company on the vesting date. The grant date fair value was estimated at $575,352 based on a grant-date market price of $2.88 (CAD$3.60).

 

b.

125,000 RSUs with a vesting date of June 30, 2023, whereby the holders will receive 125,000 common shares subject to achieving the milestone vesting conditions by the vesting date. The grant date fair value was estimated at $359,595 based on a grant-date market price of $2.88 (CAD$3.60).

 

c.

150,000 RSUs with a vesting date of May 17, 2021, whereby the holders will receive 150,000 common shares subject to achieving the milestone vesting condition by the vesting date. The grant date fair value was estimated at $431,514 based on the grant-date market price of $2.88 (CAD$3.60).

 

The following occurred during the year ended June 30, 2021:

 

(a)  A total of 517,443 RSUs satisfied their vesting conditions whereby 517,443 were converted into common shares.

v3.23.2
Segmented Reporting
12 Months Ended
Jun. 30, 2022
16. Segmented Reporting

16. Segmented Reporting

 

The Company currently has two operating segments, consisting of mine development and the exploration and evaluation of mineral resources. No commercial revenues have been generated by the Company. The Company's President and Chief Executive Officer and Chief Financial Officer are the operating decision-makers and direct the allocation of resources to its segments.

 

The following is detailed information for each operating segment:

 

 

 

Year ended

 

 

Year ended

 

 

Year ended

 

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

 

2020

 

Revenues

 

$-

 

 

$-

 

 

$-

 

Mine development expenses

 

 

 

 

 

 

 

 

 

 

 

 

Mineral claims (Madagascar)

 

 

121,115

 

 

 

3,335

 

 

 

93,954

 

Payroll and benefits

 

 

5,976

 

 

 

-

 

 

 

-

 

Engineering and metallurgical (Canada, South Africa)

 

 

9,191

 

 

 

38,598

 

 

 

64,850

 

Consulting fees (Madagascar)

 

 

(142,083)

 

 

265,635

 

 

 

-

 

Mine admin (Madagascar)

 

 

41,895

 

 

 

-

 

 

 

-

 

Travel

 

 

29,066

 

 

 

16,100

 

 

 

20,452

 

Total mine development expenses

 

 

65,160

 

 

 

323,668

 

 

 

179,256

 

Exploration and evaluation expenses

 

 

 

 

 

 

 

 

 

 

 

 

Mineral claims (Canada)

 

 

4,927

 

 

 

15,335

 

 

 

6,623

 

Mineral claims (Madagascar)

 

 

60,546

 

 

 

4,449

 

 

 

50,000

 

Exploration camp and admin (Madagascar)

 

 

112,482

 

 

 

27,031

 

 

 

9,487

 

Total exploration and evaluation expenses

 

 

177,955

 

 

 

46,815

 

 

 

66,110

 

General and administrative expenses

 

 

 

 

 

 

 

 

 

 

 

 

Payroll and benefits

 

 

707,936

 

 

 

483,519

 

 

 

436,337

 

Consulting Fees

 

 

416,503

 

 

 

383,841

 

 

 

358,503

 

Legal Fees

 

 

65,291

 

 

 

99,316

 

 

 

29,344

 

Professional Fees

 

 

215,481

 

 

 

155,108

 

 

 

95,397

 

Public Company expenses

 

 

134,674

 

 

 

163,533

 

 

 

95,130

 

Travel expenses

 

 

81,748

 

 

 

23,399

 

 

 

34,004

 

Insurance expenses

 

 

124,498

 

 

 

30,816

 

 

 

22,624

 

Rent expenses

 

 

7,141

 

 

 

19,857

 

 

 

19,111

 

Office and admin

 

 

176,020

 

 

 

37,412

 

 

 

23,637

 

Total general and administrative expenses

 

 

1,929,292

 

 

 

1,396,801

 

 

 

1,114,087

 

Share-based compensation

 

 

385,930

 

 

 

3,744,172

 

 

 

-

 

Amortization of plant and equipment

 

 

35,040

 

 

 

6,592

 

 

 

6,053

 

Lease finance costs

 

 

11,980

 

 

 

1,317

 

 

 

-

 

Flow through provision (gain)

 

 

(28,385)

 

 

(146,814)

 

 

-

 

Foreign currency translation (gain) loss

 

 

87,543

 

 

 

101,252

 

 

 

3,552

 

Interest (income)

 

 

(191)

 

 

(104)

 

 

-

 

Interest expense

 

 

32

 

 

 

273

 

 

 

2,098

 

Foreign taxes

 

 

26

 

 

 

92

 

 

 

772

 

Sub-total before other items

 

 

2,664,382

 

 

 

5,474,064

 

 

 

1,371,928

 

Government Assistance

 

 

-

 

 

 

-

 

 

 

(7,353)

Realized gain on disposal of asset

 

 

(2,530)

 

 

-

 

 

 

-

 

Change in value of royalty obligation

 

 

495,704

 

 

 

-

 

 

 

-

 

Change in value of warrant liability

 

 

(19,229,287)

 

 

36,486,420

 

 

 

(386,940)

Change in value of production obligation

 

 

(48,472)

 

 

-

 

 

 

-

 

Net income (loss) for the year

 

 

16,120,203

 

 

 

(41,960,484)

 

 

(977,635)

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

Items that will be reclassified subsequently to net income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

Translation adjustment for foreign operations

 

 

76,154

 

 

 

134,639

 

 

 

3,196

 

Net income (loss) and comprehensive income (loss) for the year

 

$16,196,357

 

 

$(41,825,845)

 

$(974,439)

16. Segmented Reporting (continued)

 

Limited amounts of cash and equipment are currently held in Madagascar and Mauritius. A significant amount of the assets under construction capitalized in Canada as property, plant, equipment is currently being assembled offshore and will be reclassified under Madagascar as it is imported into Madagascar. The following is detailed information by geographic region:

 

 

 

Canada

 

 

Mauritius

 

 

Madagascar

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Cash and cash equivalents

 

 

9,641,083

 

 

 

61,010

 

 

 

91,160

 

 

 

9,793,253

 

Amounts receivable

 

 

491,373

 

 

 

21,653

 

 

 

61,234

 

 

 

574,260

 

Prepaid expenses

 

 

90,873

 

 

 

-

 

 

 

5,919

 

 

 

96,792

 

Deposit

 

 

181,161

 

 

 

-

 

 

 

-

 

 

 

181,161

 

Property, plant, and equipment

 

 

17,406,001

 

 

 

1,407

 

 

 

1,244,986

 

 

 

18,652,394

 

Total assets as at June 30, 2022

 

 

27,810,491

 

 

 

84,070

 

 

 

1,403,299

 

 

 

29,297,860

 

 

 

 

Canada

 

 

Mauritius

 

 

Madagascar

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Cash and cash equivalents

 

 

22,422,783

 

 

 

1,130

 

 

 

13,173

 

 

 

22,437,086

 

Amounts receivable

 

 

92,344

 

 

 

-

 

 

 

26

 

 

 

92,370

 

Prepaid expenses

 

 

52,428

 

 

 

-

 

 

 

546

 

 

 

52,974

 

Property, plant, and equipment

 

 

713,197

 

 

 

-

 

 

 

3,623,964

 

 

 

4,337,161

 

Total assets as at June 30, 2021

 

 

23,280,752

 

 

 

1,130

 

 

 

3,637,709

 

 

 

26,919,591

 

v3.23.2
Related Party Transactions
12 Months Ended
Jun. 30, 2022
Related Party Transactions  
17. Related Party Transactions

17. Related Party Transactions

 

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. Other related parties include companies controlled by key management personnel. Related parties include key management, which consists of the Board of Directors, Chief Executive Officer, Chief Financial Officer, and the Senior Vice Presidents of the Company.

 

A transaction is considered 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.

 

The following key management related party transactions occurred during the following reporting periods:

 

 

 

Year ended

 

 

Year ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

Payroll and benefits

 

$452,631

 

 

$448,984

 

Consulting fees

 

 

339,612

 

 

 

341,541

 

Professional fees

 

 

27,506

 

 

 

35,946

 

Share-based compensation

 

 

385,930

 

 

 

3,744,172

 

Total

 

$1,205,679

 

 

$4,570,643

 

 

The following key management related party balances existed as of the end of the following reporting periods:

 

 

 

As of

 

 

As of

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

Amounts receivable

 

$193,471

 

 

$17,007

 

Prepaid expenses

 

 

-

 

 

 

6,949

 

Accrued liabilities

 

 

35,257

 

 

 

64,503

 

 

Payroll and benefits are for employment compensation received by Craig Scherba (CEO), Brent Nykoliation (SVP), Brett Whalen (Director), Chris Kruba (Director), Ian Pearce (Director) and Sir Mick Davis (Chairman). Consulting fees are for consulting compensation received by companies controlled by Marc Johnson (CFO) and Robin Borley (COO). Professional fees are for the provision of accounting services by a company controlled by Marc Johnson (CFO). Share-based compensation are for the vesting of stock options and RSUs awarded to officers and directors of the Company. Amounts receivable are for short-term loans to officers related to payroll advances and the exercise of stock options. Accrued liabilities are for the accrual of director fees.

v3.23.2
Capital Management
12 Months Ended
Jun. 30, 2022
18. Capital Management

18. Capital Management

 

There were no changes in the Company's approach to capital management during the year ended June 30, 2022.

 

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.

 

The Company is not subject to any externally imposed capital requirements.

 

The Company has not generated any revenues from mineral property interests, which are still in the development, or exploration & evaluation stage. To date, the Company has funded its operations by raising equity and obtaining a royalty financing agreement. To minimize liquidity risk, the Company has implemented cost control measures including a construction budget and the minimizing of discretionary expenditures unless the project has sufficient economic or geologic merit.

 

The Company manages its capital structure (consisting of shareholders’ deficiency) on an ongoing basis and in response to changes in economic conditions and risk characteristics of its underlying assets. Changes to the capital structure could involve the issuance of new equity, obtaining working capital loans, construction financing, issuing debt, the acquisition or disposition of assets, or adjustments to the amounts held in cash, cash equivalents and short-term investments.

 

Capital resource analysis

 

As of June 30, 2022, the Company had a working capital deficit of $13,868,626 (June 30, 2021: deficit of $24,147,490). Excluding the $21,689,490 (2021: $45,380,933) of warrant derivative liabilities that are expected to be settled through the issuance of common shares upon the exercise or expiration of the underlying common share purchase warrants, the Company had a working capital surplus of $7,820,864 (June 30, 2021: surplus of $21,233,443).

 

As part of the royalty financing agreement, the Company received a further $3.0 million from Vision Blue on August 17, 2022.

 

Although the Company has a working capital surplus excluding warrant derivative liabilities, a significant amount of working capital is expected to be utilized to complete construction of Phase 1 of the Molo Graphite Mine and related working capital, and for general and administrative expenditures and general working capital.

 

The Molo Mine Phase 1 capital costs are expected to be within the $24.0 million construction budget whereas working capital investments are now estimated at up to $6.3 million. As of June 30, 2022, the Company had capitalized or prepaid construction costs of $16.2 million and is expected to incur remaining construction costs of $7.8 million plus working capital. Completion of construction activities and the start of mining activities is expected in November 2022. Completion of plant commissioning is expected in December 2022 followed by a ramp up period of up to three months prior to declaring commercial production.

 

The Company believes its capital resources are sufficient to complete construction of Phase 1 but will require additional funding to cover general and administrative costs, technical studies, and general working capital requirements over the next 12 months. The Company expects this shortfall will be covered through the exercise of outstanding common share purchase warrants, equity, and debt financing. Notwithstanding, the Company may choose to reduce discretionary spending or raise additional capital by issuing new equity, obtaining working capital loans, or additional construction financing. Based on management’s assessment of its past ability to obtain required funding, the Company believes it will be able to satisfy its current and long-term obligations as they come due. While the Company has been successful in obtaining funding in the past, there is no assurance that future financings will be available on terms acceptable to the Company.

v3.23.2
Financial Instruments and Risk Management
12 Months Ended
Jun. 30, 2022
19. Financial Instruments and Risk Management

19. Financial Instruments and Risk Management

 

Financial instruments are exposed to certain financial risks, which may include liquidity risk, credit risk, interest rate risk, commodity price risk, and currency risk:

 

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.

 

In managing liquidity, the Company’s primary objective is to ensure the entity can continue as a going concern while obtaining sufficient funding to meet its obligations as they come due. 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.

 

None of the Company’s obligations have contractual maturities over the next 12 months, except the following:

 

·

Accounts payable and accrued liabilities, which are generally due within 30 days.

 

·

Minimum Repayments under the royalty agreement, which can each be deferred by 12 months.

 

·

Warrant derivative liabilities, which are expected to be settled upon the exercise or expiration of the underlying common share purchase warrants.

 

As of June 30, 2022, the Company had cash and cash equivalents of $9,793,253 (June 30, 2021: $22,437,086) to settle current liabilities of $2,643,441 (June 30, 2021: $1,348,987), which amount excludes the $21,689,490 of warrant derivative liabilities (June 30, 2021:

$45,380,933) that are expected to be settled upon the exercise or expiration of the underlying common share purchase warrants. As a result, the Company is not currently exposed to liquidity risk but may become exposed if additional working capital funding is not obtained to cover general and administrative costs, technical studies, and general working capital requirements over the next 12 months.

 

Credit risk

 

The Company does not have commercial customers and therefore does not have credit risk related to amounts receivables. The Company has credit risk arising from amounts classified as loans to officers. 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, whereas any offshore deposits are held with reputable financial institutions.

 

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, and future cash flows generated 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. Graphite is not a commodity product and therefore does not have an established forward pricing or futures market. 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 and the South African Rand. The Company purchases services and has certain salary commitments in those foreign 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 commitments to deliver products quoted in foreign currencies. Due to construction activities related to the Molo Graphite Mine, the Company is increasing its sensitivity to foreign exchange risk arising from the translation of the financial statements of subsidiaries with a functional currency other than the US dollar whereby changes in certain assets, liabilities and equity are measured through other comprehensive income.

 

As of June 30, 2022, the Company estimated that a 10% decrease of the USD versus foreign exchange rates would result in a gain of $68,224 (June 30, 2021: gain of $1,463).

 

 

 

As at

 

 

As at

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

Cash and cash equivalents (CAD)

 

$1,341,893

 

 

$1,011,996

 

Cash and cash equivalents (MGA)

 

 

62,433

 

 

$1,698

 

Amounts receivable (CAD)

 

 

319,555

 

 

 

73,707

 

Amounts receivable (MGA)

 

 

61,234

 

 

 

26

 

Accounts payable and accrued liabilities (CAD)

 

 

(124,023)

 

 

(137,329)

Accounts payable and accrued liabilities (MGA)

 

 

(203,028)

 

 

(30,574)

Accounts payable and accrued liabilities (ZAR)

 

 

(48,773)

 

 

-

 

Accounts payable and accrued liabilities (EUR)

 

 

-

 

 

 

(166,869)

Provisions (CAD)

 

 

(727,051)

 

 

(738,022)

Net foreign exchange exposure in USD

 

$682,240

 

 

 

14,633

 

Impact of 10% change in foreign exchange rates

 

$68,224

 

 

 

1,463

 

v3.23.2
Income Taxes
12 Months Ended
Jun. 30, 2022
20. Income Tax

20. Income Taxes

 

The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 26.5% (2021 - 26.5%) to the effective tax rate is as follows:

 

 

 

As at

 

 

As at

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

Net income (loss) for the year before recovery of income taxes

 

$16,120,203

 

 

$(41,960,484)

Expected income tax (recovery) expense

 

 

4,271,860

 

 

 

(11,119,530)

Non-deductible expenses and other

 

 

30,060

 

 

 

-

 

Share cost of issue booked to equity

 

 

-

 

 

 

(30,060)

Share based compensation

 

 

102,270

 

 

 

992,210

 

Change in value of warrant liability

 

 

(5,108,610)

 

 

9,668,900

 

Difference in foreign tax rates

 

 

172,620

 

 

 

63,830

 

Change in tax benefits not recognized

 

 

531,800

 

 

 

424,650

 

Income tax (recovery) expense

 

$-

 

 

$-

 

 

Deferred Tax

 

The following table summarizes the components of deferred tax:

 

 

 

As at

 

 

As at

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

Deferred tax assets

 

 

 

 

 

 

Canadian operating tax losses carried forward

 

$71,230

 

 

$54,590

 

Non-Canadian operating tax losses carried forward

 

 

9,210

 

 

 

-

 

Capital lease obligation

 

 

17,490

 

 

 

-

 

Royalty obligation

 

 

-

 

 

 

318,060

 

Share issuance cost

 

 

-

 

 

 

387,770

 

Subtotal of deferred tax assets

 

 

97,930

 

 

 

760,420

 

Deferred tax liabilities

 

 

 

 

 

 

 

 

Property, plant, and equipment

 

 

(26,700)

 

 

-

 

Royalty obligation

 

 

(71,230)

 

 

(760,420)

Subtotal of deferred tax liabilities

 

 

(97,930)

 

 

(760,420)

Net deferred tax liability

 

$-

 

 

$-

 

 

Deferred tax assets and liabilities have been offset where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intent to offset.

 

Unrecognized Deferred Tax Assets

 

Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences:

 

 

 

As at

 

 

As at

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

Canadian operating tax losses carried forward

 

$27,271,150

 

 

$25,041,650

 

Non-Canadian operating tax losses carried forward

 

 

1,506,390

 

 

 

1,465,890

 

Property, plant, and equipment

 

 

2,242,280

 

 

 

188,560

 

Share and debt issuance cost

 

 

1,088,970

 

 

 

-

 

Capital losses carried forward

 

 

54,160

 

 

 

53,000

 

Tax credits

 

 

31,550

 

 

 

-

 

Canadian resource pools – mineral properties

 

 

-

 

 

 

3,754,990

 

Unrecognized deferred tax assets

 

$32,194,500

 

 

$30,504,090

 

The Canadian Operating tax losses carried forward expire as noted in the table below. Non-Canadian operating tax losses carried forward expire between 2023 and 2027. The capital losses carried forward can be carried forward indefinitely but can only be used to reduce capital gains. Investment tax credits expire from 2026 to 2029. The remaining deductible temporary differences may be carried forward indefinitely. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the group can utilize the benefits therefrom.

 

The Company's Canadian operating tax losses carried forward expire as follows:

 

 

 

As at

 

 

 

June 30,

 

 

 

2022

 

2027

 

 

582,990

 

2028

 

 

825,960

 

2029

 

 

835,300

 

2030

 

 

1,413,130

 

2031

 

 

1,991,290

 

2032

 

 

2,545,640

 

2033

 

 

2,122,930

 

2034

 

 

2,583,920

 

2035

 

 

2,057,840

 

2036

 

 

1,480,630

 

2037

 

 

3,107,930

 

2038

 

 

941,970

 

2039

 

 

1,819,670

 

2040

 

 

1,409,880

 

2041

 

 

1,854,680

 

2042

 

 

1,697,390

 

 

 

 

27,271,150

 

 

Although NextSource redomiciled into Canada on December 27, 2017, the Company is treated as a United States corporation for United States federal income tax purposes and is subject to United States federal income tax on its worldwide income. However, for Canadian tax purposes, NextSource is treated as a Canadian resident company for Canadian income tax purposes. As a result, NextSource is subject to taxation both in Canada and the United States.

v3.23.2
Subsequent events
12 Months Ended
Jun. 30, 2022
21. Subsequent events

21. Subsequent events

 

On July 28, 2022, the Company granted 160,000 RSUs with a vesting date of June 30, 2023, whereby the holders will receive 160,000 common shares subject to being employed or a consultant on the vesting date.

 

On August 17, 2022, the Company received the remaining royalty funding of $3.0 million.

 

On October 31, 2022, a total of 23,214,286 warrants priced at CAD$1.00 were exercised into 23,214,286 common shares for gross proceeds of $17,002,227 (CAD$23,214,286).

 

On February 28, 2023, the Company recognized a ROU asset and lease obligation of $12,125,134 using an incremental borrowing rate of 11.5% for the Mauritius BAF industrial lease, which has an initial term of 20 years plus a renewal of 5 years. The lease is payable annually in USD and as of March 31,2023, had a remaining term of 24.9 years.  The initial annual lease is $1,338,637 and will increase according to the annual change in US CPI with a minimum of 0% and maximum of 3%.

 

On June 30, 2023, a total of 200,000 RSUs that vested on December 31, 2022 and 70,000 RSUs that vested on July 14, 2022 were converted into to a total of 184,107 common shares for no additional consideration and 85,893 common shares were forfeited to cover income taxes payable upon conversion.

 

On June 30, 2023, a total of 160,000 RSUs satisfied their vesting conditions.

v3.23.2
Significant Accounting Policies (Policies)
12 Months Ended
Jun. 30, 2022
Foreign currencies

The presentation and functional currency of the Company is the US dollar.

 

The Company has primarily expended its cash on international exploration projects and historically generated its equity funding in US dollars. The Company expects to sell graphite priced in US dollars once the Molo Graphite Mine achieves production. The Company office is located in Canada and the Company expends a portion of its payroll, professional and general and administrative costs in Canadian dollars, which are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of transactions are used. The Company functional currency of the Mauritius subsidiaries is the United States dollar. The functional currency of the Madagascar subsidiaries is the Madagascar Ariary. Transfers of cash from the Company to its subsidiaries is typically completed using US dollars. All Ariary transactions are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of transactions are used.

 

For the purpose of presenting consolidated financial statements, subsidiary company assets and liabilities are expressed in United States dollars using the prevailing exchange rates at the end of the reporting period. Any exchange differences that arise are recognized in other comprehensive income and cumulative translation adjustment in equity.

 

At the end of each reporting period, the Company translates foreign currency balances as follows:

 

 

·

monetary items are translated at the closing rate in effect at the consolidated statement of financial position;

 

·

non-monetary items that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction. Items measured at fair value are translated at the exchange rate in effect at the date the fair value was measured; and

 

·

revenue and expense items are translated using the average exchange rate during the period.

  

The intercompany loans made to the subsidiary companies are considered part of the parent company’s net investment in a foreign operation as the Company does not plan to settle these balances in the foreseeable future. As a result of this assessment, the unrealized foreign exchange gains and losses on the intercompany loans are recorded through comprehensive income (loss). If the Company determined that settlement of these amounts was planned or likely in the foreseeable future, the resultant foreign exchange gains and losses would be recorded through the consolidated statement of operations and comprehensive income (loss).

Cash equivalents

The Company considers cash equivalents to be cash and highly liquid investments with original maturities of three months or less.

Prepayments and deposits

The Company makes prepayments and deposits to suppliers of services. These are recognized as prepayments when made and recognized as expenses when received. Prepayments and deposits on assets that are long term in nature are recorded as long-term prepayments and deposits.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. Financial liabilities are derecognized when the obligation under the liability is extinguished, discharged, cancelled or expired. Gains and losses on derecognition of financial assets and financial liabilities are recognized within financing income and financing expense, respectively.

 

Management determines the classification of financial assets and financial liabilities at initial recognition and, except in very limited circumstances, the classification is not changed subsequent to initial recognition. The classification depends on the purpose for which the financial instruments were acquired, their characteristics and/or management’s intent. Transaction costs with respect to instruments not classified as fair value through profit or loss are recognized as an adjustment to the cost of the underlying instruments and amortized using the effective interest method.

 

The Company’s financial instruments were classified in the following categories:

 

Financial assets measured at fair value through profit or loss (FVTPL):

 

An instrument is classified as fair value through profit or loss if it is held for trading or is designated as such upon initial recognition. A financial asset is classified as fair value through profit or loss if acquired principally for the purpose of selling in the short term or if so, designated by management. All derivative financial instruments fall into this category, except for those designated and effective as hedging instruments.

 

Financial instruments included in this category are initially recognized at fair value and transaction costs are taken directly to earnings along with gains and losses arising from changes in fair value. All changes in their fair value are recorded through the consolidated statement of operations and comprehensive income (loss).

 

The following financial assets are measured at fair value through profit or loss:

 

·

Cash and cash equivalents

  

Financial assets measured at amortized cost:

 

Financial assets measured at amortized cost are initially recognized at fair value net of transaction costs and are subsequently measured at amortized cost. Interest revenue on advances and loans receivable are recognized using the effective interest method.

 

The following financial assets are measured at amortized cost:

 

·

Amounts receivable (excluding sales taxes)

 

Impairment of financial assets measured at amortized costs:

 

At each reporting date, the Company assesses whether there is any objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is impaired if there is objective evidence that the estimated future cash flows of the financial asset or the group of financial assets have been negatively impacted. Evidence of impairment may include indications that debtors are experiencing financial difficulty, default or delinquency in interest or principal payments, or other observable data which indicates that there is a measurable decrease in the estimated future cash flows.

 

If an impairment loss has occurred, the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred). The present value of the estimated future cash flows is discounted at the financial asset’s original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate.

 

The carrying amount of the asset is reduced through the use of an allowance account, and the loss is recognized in financing expense. Interest income continues to be accrued on the reduced carrying amount using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. The interest income is recorded as part of financing income. Loans together with the associated allowance are written off when there is no realistic prospect of future recovery and all collateral has been realized or has been transferred to the Company.

If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is increased or reduced by adjusting the allowance account. If an impairment is later recovered, the recovery is credited to financing income.

 

The Company recognizes a loss allowance for the expected credit losses associated with its financial assets. Credit losses are defined as the difference between all the contractual cash flows that are due to an entity and the cash flows that it expects to receive. This difference is discounted at the original effective interest rate (or credit adjusted effective interest rate for purchased or originated credit-impaired financial assets). Expected credit losses are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions, and forecasts of future economic conditions. In applying this forward-looking approach, a distinction is made between:

 

·

financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk, whereby ‘12-month expected credit losses’ are recognized (‘Stage 1’)

 

·

financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low, whereby ‘lifetime expected credit losses’ are recognized (‘Stage 2’); and

 

·

financial assets that have objective evidence of impairment at the reporting date, whereby the asset is written off as there is no reasonable expectation of recovering all or any portion thereof (‘Stage 3’)

 

The Company applied the simplified approach in accounting for amounts receivables and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. The Company uses its historical experience, external indicators and forward- looking information to calculate the lifetime expected credit losses using a provision matrix.

 

For financial assets assessed as impaired at the reporting date, the Company continues to recognize a loss allowance equal to lifetime expected credit losses.

 

Loss allowances for expected credit losses are presented in the consolidated statement of financial position as a deduction from the gross carrying amount of the financial asset.

 

Financial liabilities measured at amortized cost:

 

Financial liabilities are initially recognized at fair value net of transaction costs and are subsequently measured at amortized cost using the effective interest method except for derivatives and financial liabilities designated as FVTPL.

 

All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in the consolidated statement of operations and comprehensive income (loss) are included within accretion of deferred obligation, finance costs or finance income.

 

The following financial liabilities are measured at amortized cost:

 

·

Accounts payable

 

·

Accrued liabilities

 

·

Provisions

 

·

Royalty obligation

 

·

Short term debt

  

Financial liabilities measured at fair value through profit or loss:

 

Financial liabilities designated as FVTPL are initially recognized at fair value and transaction costs are taken directly to the consolidated statement of operations and comprehensive income (loss) along with gains and losses arising from changes in fair value. Derivative instruments, including embedded derivatives, are recorded at fair value unless exempted from derivative treatment as normal purchase and sale. All changes in their fair value are recorded through the consolidated statement of operations and comprehensive income (loss).

 

The following financial liabilities are measured at fair value through profit or loss:

 

·

Warrant derivative financial liabilities
Fair value measurement

Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

 

·

Level 1 - valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

·

Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

·

Level 3 - valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The binomial and Black Scholes valuation techniques are permitted under IFRS for fair value calculations.

 

As of June 30, 2022, and 2021, only cash and cash equivalents, which is a Level 1 financial instrument, and the warrant liability, which is a Level 3 financial instrument, are recorded at fair value on the consolidated statements of financial position.

Exploration and evaluation expenditures

Exploration and evaluation expenditures are the costs incurred in the initial search for mineral deposits with economic potential or in the process of obtaining more information about existing mineral deposits. Exploration expenditures typically include costs associated with prospecting, sampling, mapping, diamond drilling and other work involved in searching for ore. Evaluation expenditures are the costs incurred to establish the technical and commercial viability of developing mineral deposits identified through exploration activities or by acquisition.

 

Exploration and evaluation expenditures are expensed as incurred unless it can be demonstrated that the project will generate future economic benefit. When it is determined that a project can generate future economic benefit the costs are capitalized in the property, plant and mine development line item in the consolidated statements of financial position.

 

The exploration and evaluation phase ends when the technical feasibility and commercial viability of extracting the mineral is demonstrable.

Mine Development Expenditures

Mine development stage expenditures are costs incurred to obtain access to proven and probable mineral reserves or mineral resources and provide facilities for extracting, treating, gathering, transporting and storing the minerals. The development stage of a mine commences when the technical feasibility and commercial viability of extracting the mineral resource has been determined.

 

Costs that are directly attributable to mine development are capitalized to the extent that they are necessary to bring the property to commercial production. Abnormal costs are expensed as incurred. Indirect costs are included only if they can be directly attributed to the area of interest. General and administrative costs are capitalized as part of the development expenditures when the costs are directly attributed to a specific mining development project.

 

Commercial Production

 

A mine construction project is considered to have entered the production stage when the mine construction assets are available for use. In determining whether mine construction assets are considered available for use, the criteria considered include, but are not limited to, the following:

 

·

completion of a reasonable period of testing mine plant and equipment;

 

·

ability to produce minerals in saleable form (within specifications); and

 

·

ability to sustain ongoing production of minerals.

  

When a mine construction project moves into the production stage, amortization commences, the capitalization of certain mine construction costs ceases, and expenditures are either capitalized to inventories or expensed as incurred. Exceptions include costs incurred for additions or improvements to property, plant, equipment, and mine development and for open-pit stripping activities.

Mining properties, plant and equipment

Mining Properties

 

The cost of mining properties includes the fair value attributable to proven and probable mineral reserves and mineral resources acquired in a business combination or asset acquisition, underground mine development costs, deferred stripping, capitalized exploration and evaluation costs and capitalized borrowing costs.

 

Significant payments related to the acquisition of land and mineral rights are capitalized as mining properties at cost. If a mineable ore body is discovered, such costs are amortized to income when commercial production commences, using the units-of-production method, based on estimated proven and probable mineral reserves and the mineral resources included in the current life of mine plan. If no mineable ore body is discovered, such costs are expensed in the period in which it is determined that the property has no future economic value.

 

Plant and Equipment

 

Expenditures for new facilities and improvements that can extend the useful lives of existing facilities are capitalized as plant and equipment at cost. The cost of an item of plant and equipment includes: its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates; any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management; and the estimate of the costs of dismantling and removing the item and restoring the site on which it is located other than costs that arise as a consequence of having used the item to produce inventories during the period.

 

An item of plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statements of operations and comprehensive income (loss) when the asset is derecognized.

 

Amortization of an asset begins when the asset is in the location and condition necessary for it to operate in the manner intended by management. Amortization ceases at the earlier of the date the asset is classified as held for sale or the date the asset is derecognized. Assets under construction are not amortized until the earlier of the end of the construction period or once commercial production is achieved. Amortization is charged according to either the units-of-production method or on a straight-line basis, according to the pattern in which the asset’s future economic benefits are expected to be consumed. The amortization method applied to an asset is reviewed at least annually.

 

Useful lives of plant and equipment are based on the lesser of the estimated mine lives as determined by proven and probable mineral reserves and the mineral resources included in the current life of mine plan and the estimated useful life of the asset. The following sets out the useful lives of certain assets:

 

·

Exploration and evaluation equipment

3 to 5 years

 

·

Office equipment

3 to 5 years

 

·

Vehicles

5 to 10 years

 

·

Right of use assets

4 to 50 years

 

·

Processing plant

1 to 30 years

  

Assets Under Construction

 

Cost components of a specific project that are included in the capital cost of the asset include salaries and wages directly attributable to the project, supplies and materials used in the project, and incremental overhead costs that can be directly attributable to the project.

 

Assets under construction are not amortized until the earlier of the end of the construction period or once commercial production is achieved. Upon achieving the production stage, the capitalized construction costs are transferred to the appropriate category within property, plant, equipment and mine development.

 

Borrowing Costs

 

Borrowing costs are capitalized to qualifying assets. Qualifying assets are assets that take a substantial period of time to prepare for the Company’s intended use, which includes projects that are in the exploration and evaluation, development or construction stages. Borrowing costs attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets until such time as the assets are substantially ready for their intended use. All other borrowing costs are recognized as finance costs in the period in which they are incurred. Where the funds used to finance a qualifying asset form part of general borrowings, the amount capitalized is calculated using a weighted average of rates applicable to the relevant borrowings during the period.

Deferred Stripping

 

In open pit mining operations, it is necessary to remove overburden and other waste materials to access ore from which minerals can be extracted economically. The process of mining overburden and waste materials is referred to as stripping.

 

During the development stage of the mine, stripping costs are capitalized as part of the cost of building, developing and constructing the mine and are amortized once the mine has entered the production stage.

 

During the production stage of a mine, stripping costs are recorded as a part of the cost of inventories unless these costs are expected to provide a future economic benefit and, in such cases, are capitalized to property, plant and mine development.

 

Production stage stripping costs provide a future economic benefit when:

 

·

It is probable that the future economic benefit (e.g., improved access to the ore body) associated with the stripping activity will flow to the Company;

 

·

The Company can identify the component of the ore body for which access has been improved; and

 

·

The costs relating to the stripping activity associated with that component can be measured reliably.

  

Capitalized production stage stripping costs are amortized over the expected useful life of the identified component of the ore body that becomes more accessible as a result of the stripping activity.

Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether:

 

·

The contract involves the use of an explicitly or implicitly identified asset;

 

·

The Company has the right to obtain substantially all of the economic benefits from the use of the asset throughout the contract term;

 

·

The Company has the right to direct the use of the asset.

  

The Company recognizes a right-of-use asset and a lease liability at the commencement date of the lease (i.e. the date the underlying asset is available for use).

 

Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the initial amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received.

 

Unless the Company is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the right-of-use assets are depreciated on a straight-line basis over the shorter of the estimated useful life and the lease term. Right-of-use assets are subject to impairment.

 

At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. The lease payments include fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees and the exercise price of a purchase option reasonably certain to be exercised by the Company.

 

After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the fixed lease payments or a change in the assessment to purchase the underlying asset.

 

The Company presents right-of-use assets in the plant and equipment line item on the consolidated statements of financial position and lease liabilities in the lease obligations line item on the consolidated statements of financial position.

 

The Company has elected not to recognize right-of-use assets and lease liabilities for leases that have a lease term of 12 months or less and do not contain a purchase option or for leases related to low value assets. Lease payments on short-term leases and leases of low value assets are recognized as an expense in the consolidated statements of operations and comprehensive income (loss).

Reclamation provisions

Asset retirement obligations (‘‘AROs’’) arise from the acquisition, development and construction of mining properties and plant and equipment due to government controls and regulations that protect the environment on the closure and reclamation of mining properties. The major parts of the carrying amount of AROs relate to tailings closure and rehabilitation, demolition of buildings and mine facilities, ongoing water treatment and ongoing care and maintenance of closed mines. The Company recognizes an ARO at the time the environmental disturbance occurs or a constructive obligation is determined to exist based on the Company’s best estimate of the timing and amount of expected cash flows expected to be incurred. When the ARO provision is recognized, the corresponding cost is capitalized to the related item of property, plant and equipment. Reclamation provisions that result from disturbance in the land to extract ore in the current period is included in the cost of inventories.

 

The timing of the actual environmental remediation expenditures is dependent on a number of factors such as the life and nature of the asset, the operating licence conditions and the environment in which the mine operates. Reclamation provisions are measured at the expected value of future cash flows discounted to their present value using a risk-free interest rate. AROs are adjusted each period to reflect the passage of time (accretion). Accretion expense is recorded in finance costs each period. Upon settlement of an ARO, the Company records a gain or loss if the actual cost differs from the carrying amount of the ARO. Settlement gains or losses are recorded in the consolidated statements of operations and comprehensive income (loss).

 

Expected cash flows are updated to reflect changes in facts and circumstances. The principal factors that can cause expected cash flows to change are the construction of new processing facilities, changes in the quantities of material in mineral reserves and mineral resources and a corresponding change in the life of mine plan, changing ore characteristics that impact required environmental protection measures and related costs, changes in water quality that impact the extent of water treatment required and changes in laws and regulations governing the protection of the environment.

 

Each reporting period, provisions for AROs are remeasured to reflect any changes to significant assumptions, including the amount and timing of expected cash flows and risk-free interest rates. Changes to the reclamation provision resulting from changes in estimate are added to or deducted from the cost of the related asset, except where the reduction of the reclamation provision exceeds the carrying value of the related assets in which case the asset is reduced to nil and the remaining adjustment is recognized in the consolidated statements of operations and comprehensive income (loss).

 

Environmental remediation liabilities (‘‘ERLs’’) are differentiated from AROs in that ERLs do not arise from environmental contamination in the normal operation of a long-lived asset or from a legal or constructive obligation to treat environmental contamination resulting from the acquisition, construction or development of a long-lived asset. The Company is required to recognize a liability for obligations associated with ERLs arising from past acts. ERLs are measured by discounting the expected related cash flows using a risk-free interest rate. The Company prepares estimates of the timing and amount of expected cash flows when an ERL is incurred. Each reporting period, the Company assesses cost estimates and other assumptions used in the valuation of ERLs to reflect events, changes in circumstances and new information available. Changes in these cost estimates and assumptions have a corresponding impact on the value of the ERLs. Any change in the value of ERLs results in a corresponding charge or credit to the consolidated statements of operations and comprehensive income (loss). Upon settlement of an ERL, the Company records a gain or loss if the actual cost differs from the carrying amount of the ERLs in the consolidated statements of operations and comprehensive income (loss).

 

The Company’s operations are subject to environmental regulations in Madagascar. As at the date of these financial statements, the Company did not have any environmental rehabilitation obligations (ERLs) and had no asset retirement obligations (AROs).

Provisions and contingent liabilities

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where appropriate, the future cash flow estimates are adjusted to reflect risks specific to the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money. Where discounting is used, the increase in the provision due to the passage of time is recognized as financing expense. A contingent liability is disclosed where the existence of an obligation will only be confirmed by future events or where the amount of the obligation cannot be measured with reasonable reliability. Contingent assets are not recognized but are disclosed where an inflow of economic benefits is probable.

Warrant liabilities

The Company issued share purchase warrants with an exercise price denominated in a currency other than its functional currency. As a result, the warrants are no longer considered solely indexed to the Company’s common shares and are classified as financial liabilities and recorded at the estimated fair value at each reporting date using the Black Scholes valuation model and Level 3 inputs on the financial instrument hierarchy. The Company records the change in fair value of the warrant liability as a component of other income and expense on the consolidated statement of operations and comprehensive income (loss).

Impairment of long-lived assets

A Cash Generating Unit (“CGU”) is defined as the smallest identifiable group of assets that are able to generate cash inflows. If an active market exists for the output produced by an asset or group of assets, that asset or group of assets shall be identified as a CGU, even if some or all of the output is used internally. At the end of each reporting period the Company assesses whether there is any indication that long-lived assets other than goodwill may be impaired. If an indicator of impairment exists, the recoverable amount of the asset is calculated in order to determine if any impairment loss is required. If it is not possible to estimate the recoverable amount of the individual asset, assets are grouped at the CGU level for the purpose of assessing the recoverable amount. An impairment loss is recognized for any excess of the carrying amount of the CGU over its recoverable amount. If the CGU includes goodwill, the impairment loss related to a CGU is first allocated to goodwill and the remaining loss is allocated on a pro-rata basis to the remaining long-lived assets of the CGU based on their carrying amounts. Impairment losses are recorded in the consolidated statements of operations and comprehensive income (loss) in the period in which they occur.

 

Any impairment charge that is taken on a long-lived asset other than goodwill is reversed if there are subsequent changes in the estimates or significant assumptions that were used to recognize the impairment loss that result in an increase in the recoverable amount of the CGU. If an indicator of impairment reversal has been identified, the recoverable amount of the asset is calculated in order to determine if any impairment reversal is required. A recovery is recognized to the extent the recoverable amount of the asset exceeds its carrying amount. The amount of the reversal is limited to the difference between the current carrying amount and the amount which would have been the carrying amount had the earlier impairment not been recognized and amortization of that carrying amount had continued. The impairment reversal is allocated on a pro-rata basis to the existing long-lived assets of the CGU based on their carrying amounts. Impairment reversals are recorded in the consolidated statements of operations and comprehensive income (loss) in the period in which they occur.

Share-based compensation

The Company offers equity-settled awards such as stock options and restricted share units to certain employees, officers and directors of the Company through its Long-Term Incentive Plan (“LTIP”).

 

Stock options

 

The Company’s LTIP provides for the granting of options to directors, officers, employees and service providers to purchase common shares. Options have exercise prices equal to the market price on the day prior to the date of grant. The fair value of these options is recognized in the consolidated statements of operations and comprehensive income (loss) or in the consolidated statements of financial position if capitalized as part of property, plant and mine development over the applicable vesting period as a compensation cost. Any consideration paid by employees on exercise of options or purchase of common shares is credited to share capital.

 

The fair value of share-based compensation is determined at the date of grant using the Black-Scholes option valuation model. Equity- settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where this fair value cannot be measured reliably, in which case they are measured at the fair value of the equity instruments granted, as at the date the Company obtains the goods or the counterparty renders the service. The fair value of the share- based compensation is only re-measured if there is a modification to the terms of the instrument, such as a change in exercise price or legal life. The fair value of the share-based compensation is recognized as an expense over the expected vesting period with a corresponding entry to shareholders’ equity.

 

Restricted share units (RSUs)

 

The Company’s LTIP provides for the granting of restricted share units (“RSU”) to directors, officers, employees and service providers to purchase common shares. RSUs are subject to vesting requirements based on specific performance measurements by the Company. The fair value for the portion of the RSUs related to market conditions is based on the application of pricing models at the grant date and the fair value for the portion related to non-market conditions is based on the market value of the shares at the grant date. Compensation expense is based on the current best estimate of the outcome for the specific performance measurement established by the Company and is recognized over the vesting period based on the number of units estimated to vest. The cost of the RSUs is recorded within equity until settled. Equity-settled awards are not remeasured subsequent to the initial grant date.

Income taxes

Income tax comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case the income tax is also recognized directly in equity or other comprehensive income.

 

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to offset the amounts and the Company intends to settle on a net basis, or to realize the asset and settle the liability simultaneously.

 

Deferred tax is recognized in respect of all qualifying temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

 

Deferred tax assets are recognized to the extent future recovery is probable. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.

Net income (loss) per share

Basic net income (loss) per share is calculated by dividing net income (loss) for a given period by the weighted average number of common shares outstanding during that same period. Diluted net income (loss) per share reflects the potential dilution that could occur if holders with rights to convert instruments to common shares exercise these rights. The weighted average number of common shares used to determine diluted net income (loss) per share includes an adjustment, using the treasury stock method, for outstanding stock options and warrants.

 

Under the treasury stock method:

 

·

the exercise of stock options and warrants is assumed to occur at the beginning of the period (or date of issuance, if later);

 

·

the proceeds from the exercise of stock options and warrants plus the future period compensation expense on stock options and warrants granted are assumed to be used to purchase common shares at the average market price during the period; and

 

·

the incremental number of common shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) is included in the denominator of the diluted net income (loss) per share calculation.

Recently Issued Accounting Pronouncements

Property, Plant and Equipment — Proceeds before Intended Use (Amendments to IAS 16)

 

On May 14, 2020, the IASB issued Property, Plant and Equipment — Proceeds before Intended Use (Amendments to IAS 16)that clarify the accounting for the net proceeds from selling any items produced while bringing an item of property, plant and mine development to the location and condition necessary for it to be capable of operating in the manner intended by management. The amendments prohibit entities from deducting amounts received from selling items produced from the cost of property, plant and mine development while the Company is preparing the asset for its intended use. Instead, sales proceeds and the cost of producing these items will be recognized in the consolidated statements of operations and comprehensive income (loss). The amendments are effective for annual reporting periods beginning on or after January 1, 2022, with earlier application permitted. The amendments apply retrospectively, but only to assets brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after the beginning of the earliest period presented in the consolidated financial statements in which the Company first applies the amendments. The Company is evaluating the extent of the impact of the amendments on its Consolidated financial statements.

v3.23.2
Property, Plant, and Equipment (Tables)
12 Months Ended
Jun. 30, 2022
schedule Of Property, Plant and Equipment

 

 

Mining

 

 

Assets Under

 

 

Equipment &

 

 

Right of Use

 

 

 

 

 

 

Property

 

 

Construction

 

 

Vehicles

 

 

Assets

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

 

 $

 

 

$

 

As at June 30, 2020

 

 

-

 

 

 

-

 

 

 

-

 

 

 

18,111

 

 

 

18,111

 

Additions

 

 

708,514

 

 

 

3,611,890

 

 

 

5,238

 

 

 

-

 

 

 

4,325,642

 

Amortization

 

 

-

 

 

 

-

 

 

 

(555)

 

 

(6,037)

 

 

(6,592)

As at June 30, 2021

 

 

708,514

 

 

 

3,611,890

 

 

 

4,683

 

 

 

12,074

 

 

 

4,337,161

 

Additions

 

 

398,836

 

 

 

13,181,333

 

 

 

239,542

 

 

 

530,562

 

 

 

14,350,273

 

Amortization

 

 

-

 

 

 

-

 

 

 

(29,053)

 

 

(5,987)

 

 

(35,040)

As at June 30, 2022

 

 

1,107,350

 

 

 

16,793,223

 

 

 

215,172

 

 

 

536,649

 

 

 

18,652,394

 

Cost

 

 

708,514

 

 

 

3,611,890

 

 

 

5,238

 

 

 

24,165

 

 

 

4,349,807

 

Accumulated amortization

 

 

-

 

 

 

-

 

 

 

(555)

 

 

(12,091)

 

 

(12,646)

As at June 30, 2021

 

 

708,514

 

 

 

3,611,890

 

 

 

4,683

 

 

 

12,074

 

 

 

4,337,161

 

Cost

 

 

1,107,350

 

 

 

16,793,223

 

 

 

244,780

 

 

 

554,727

 

 

 

18,700,080

 

Accumulated amortization

 

 

-

 

 

 

-

 

 

 

(29,608)

 

 

(18,078)

 

 

(47,686)

As at June 30, 2022

 

 

1,107,350

 

 

 

16,793,223

 

 

 

215,172

 

 

 

536,649

 

 

 

18,652,394

 

v3.23.2
Lease obligationst (Tables)
12 Months Ended
Jun. 30, 2022
schedule Of carrying amounts of lease obligations for right-of-use assets

 

 

Camp Lease

 

 

Property Lease

 

 

Total Obligations

 

 

 

$

 

 

$

 

 

$

 

As at June 30, 2020

 

 

16,018

 

 

 

-

 

 

 

16,018

 

Lease payments

 

 

(6,367)

 

 

-

 

 

 

(6,367)

Finance costs

 

 

1,317

 

 

 

-

 

 

 

1,317

 

Foreign exchange adjustments

 

 

131

 

 

 

-

 

 

 

131

 

As at June 30, 2021

 

 

11,099

 

 

 

-

 

 

 

11,099

 

Additions

 

 

-

 

 

 

389,049

 

 

 

389,049

 

Lease payments

 

 

(6,027)

 

 

(47,252)

 

 

(53,279)

Finance costs

 

 

900

 

 

 

11,080

 

 

 

11,980

 

Foreign exchange adjustments

 

 

(318)

 

 

(8,713)

 

 

(9,031)

As at June 30, 2022

 

 

5,654

 

 

 

344,164

 

 

 

349,818

 

Schedule Of lease obligations included in the consolidated statements of financial position

 

 

Camp Lease

 

 

Property Lease

 

 

Total Obligations

 

 

 

$

 

 

$

 

 

$

 

Current portion of lease obligations

 

 

5,654

 

 

 

46,071

 

 

 

51,725

 

Long-term lease obligations

 

 

-

 

 

 

298,093

 

 

 

298,093

 

As at June 30, 2022

 

 

5,654

 

 

 

344,164

 

 

 

349,818

 

Schedule Of Future minimum lease payments

 

 

Camp Lease

 

 

Property Lease

 

 

Total Obligations

 

 

 

$

 

 

$

 

 

$

 

Within 12 months

 

 

5,890

 

 

 

46,071

 

 

 

51,961

 

Between 13 and 24 months

 

 

-

 

 

 

46,071

 

 

 

46,071

 

Between 25 and 36 months

 

 

-

 

 

 

46,071

 

 

 

46,071

 

Between 37 and 48 months

 

 

-

 

 

 

46,071

 

 

 

46,071

 

Between 49 and 60 months

 

 

-

 

 

 

46,071

 

 

 

46,071

 

Over 60 months

 

 

-

 

 

 

2,027,124

 

 

 

2,027,124

 

Total undiscounted lease obligations

 

 

5,890

 

 

 

2,257,479

 

 

 

2,263,369

 

v3.23.2
Royalty obligation (Tables)
12 Months Ended
Jun. 30, 2022
Schedule Of Royalty obligation

 

 

Total

 

 

 

$

 

As at June 30, 2020

 

 

-

 

Recognition of royalty obligation

 

 

6,330,721

 

As at June 30, 2021

 

 

6,330,721

 

Accretion of royalty obligation

 

 

904,771

 

Remeasurement of royalty obligation

 

 

495,704

 

As at June 30, 2022

 

 

7,731,196

 

Minimum royalty payments including accrued interest

 

 

Total

 

 

 

$

 

Within 12 months

 

 

948,750

 

Between 13 and 24 months

 

 

1,897,500

 

Between 25 and 36 months

 

 

1,897,500

 

Between 37 and 48 months

 

 

1,897,500

 

Between 49 and 60 months

 

 

1,897,500

 

Over 60 months

 

 

10,436,250

 

Total undiscounted minimum payments and interest

 

 

18,975,000

 

v3.23.2
Warrant Derivative Liabilities (Tables)
12 Months Ended
Jun. 30, 2022
Schedule Of Warrant Derivative Liabilities

 

 

Warrant Liability

 

 

 

$

 

As at June 30, 2020

 

 

208,768

 

Recognition of derivative liability

 

 

56,216,388

 

Reclassification to equity on exercise of warrants

 

 

(4,236,117)

Change in fair value

 

 

(6,808,106)

As at June 30, 2021

 

 

45,380,933

 

Reclassification to equity on exercise of warrants

 

 

(4,462,156)

Change in fair value

 

 

(19,229,287)

As at June 30, 2022

 

 

21,689,490

 

Warrants Expiring October 25, 2021

 

Warrant Liability

 

 

 

$

 

As of June 30, 2020

 

 

201,687

 

Reclassification to equity on exercise of warrants

 

 

(1,373,246)

Change in fair value

 

 

2,278,285

 

As of June 30, 2021

 

 

1,106,726

 

Reclassification to equity on exercise of warrants

 

 

(1,248,478)

Change in fair value

 

 

141,752

 

As of June 30, 2022

 

 

-

 

Warrants Expiring July 2, 2022

 

Warrant Liability

 

 

 

$

 

As of June 30, 2020

 

 

-

 

Recognition on July 2, 2020 (issue date)

 

 

421,861

 

Reclassification to equity on exercise of warrants

 

 

(2,862,871)

Change in fair value

 

 

5,773,919

 

As of June 30, 2021

 

 

3,332,909

 

Reclassification to equity on exercise of warrants

 

 

(3,213,678)

Change in fair value

 

 

(119,231)

As of June 30, 2022

 

 

-

 

Warrants Expiring May 19, 2023

 

Warrant Liability

 

 

 

$

 

As of June 30, 2020

 

 

-

 

Recognition on May 19, 2021 (issue date)

 

 

55,794,527

 

Reclassification to equity on exercise of warrants

 

 

-

 

Change in fair value through profit and loss

 

 

(14,853,229)

Share price on measurement date

 

(CAD $2.64) USD $2.13

 

Exercise price

 

(CAD $1.00) USD $0.81

 

Risk free rate

 

 

0.45%

Expected volatility

 

 

152%

Expected dividend yield

 

Nil

 

Expected life (in years)

 

 

1.89

 

As of June 30, 2021

 

 

40,941,298

 

Reclassification to equity on exercise of warrants

 

 

-

 

Change in fair value through profit and loss

 

 

(19,251,808)

Share price on measurement date

 

(CAD $2.12) USD $1.65

 

Exercise price

 

(CAD $1.00) USD $0.78

 

Risk free rate

 

 

3.10%

Expected volatility

 

 

71%

Expected dividend yield

 

Nil

 

Expected life (in years)

 

 

0.88

 

As of June 30, 2022

 

 

21,689,490

 

v3.23.2
Warrants (Tables)
12 Months Ended
Jun. 30, 2022
Schedule Of Warrants

 

 

 

 

 

 

As at

 

 

 

 

 

 

 

 

 

 

 

As at

 

Issued

 

Expiration

 

Exercise

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

Date

 

Date

 

Price

 

2021

 

 

Issued

 

 

Cancelled

 

 

Exercised

 

 

2022

 

October 25, 2019

 

October 25, 2021

 

CAD $0.90

 

 

787,780

 

 

 

-

 

 

 

-

 

 

 

(787,780)

 

 

-

 

July 2, 2020

 

July 2, 2022

 

CAD $0.65

 

 

1,902,056

 

 

 

-

 

 

 

-

 

 

 

(1,902,056)

 

 

-

 

May 19, 2021

 

May 19, 2023

 

CAD $1.00

 

 

23,214,286

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

23,214,286

 

Totals

 

 

 

 

 

 

25,904,122

 

 

 

-

 

 

 

-

 

 

 

(2,689,836)

 

 

23,214,286

 

 

 

 

 

 

 

As at

 

 

 

 

 

 

 

 

 

 

 

As at

 

Issued

 

Expiration

 

Exercise

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

Date

 

Date

 

Price

 

2020

 

 

Issued

 

 

Cancelled

 

 

Exercised

 

 

2021

 

August 17, 2018

 

August 17, 2020

 

CAD $1.00

 

 

1,065,265

 

 

 

-

 

 

 

(1,065,265)

 

 

-

 

 

 

-

 

October 25, 2019

 

October 25, 2021

 

CAD $0.90

 

 

1,453,892

 

 

 

-

 

 

 

-

 

 

 

(666,112)

 

 

787,780

 

July 2, 2020

 

July 2, 2022

 

CAD $0.65

 

 

-

 

 

 

3,078,941

 

 

 

-

 

 

 

(1,176,885)

 

 

1,902,056

 

May 19, 2021

 

May 19, 2023

 

CAD $1.00

 

 

-

 

 

 

23,214,286

 

 

 

-

 

 

 

-

 

 

 

23,214,286

 

Totals

 

 

 

 

 

 

2,519,157

 

 

 

26,293,227

 

 

 

(1,065,265)

 

 

(1,842,997)

 

 

25,904,122

 

v3.23.2
Long term incentive plan (Tables)
12 Months Ended
Jun. 30, 2022
Schedule Of Long term incentive plan

 

 

 

 

 

 

As at

 

 

 

 

 

 

 

 

 

 

 

As at

 

Award & Vesting

 

Expiration

 

Exercise

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

Date

 

Date

 

Price

 

2021

 

 

Awarded

 

 

Cancelled

 

 

Exercised

 

 

2022

 

June 9, 2017

 

June 9, 2022

 

USD $0.66

 

 

900,000

 

 

 

-

 

 

 

(25,000)

 

 

(875,000)

 

 

-

 

March 26, 2019

 

March 26, 2024

 

CAD $1.00

 

 

580,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

580,000

 

March 19, 2021

 

March 19, 2024

 

CAD $3.60

 

 

1,300,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,300,000

 

May 11, 2022

 

May 11, 2025

 

CAD $2.50

 

 

-

 

 

 

30,000

 

 

 

-

 

 

 

-

 

 

 

30,000

 

Totals

 

 

 

 

 

 

2,780,000

 

 

 

30,000

 

 

 

(25,000)

 

 

(875,000)

 

 

1,910,000

 

 

 

 

 

 

 

As at

 

 

 

 

 

 

 

 

 

 

 

As at

 

Award & Vesting

 

Expiration

 

Exercise

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

Date

 

Date

 

Price

 

2020

 

 

Awarded

 

 

Cancelled

 

 

Exercised

 

 

2021

 

December 22, 2015

 

December 22, 2020

 

USD $0.56

 

 

630,001

 

 

 

-

 

 

 

(557,826)

 

 

(72,175)

 

 

-

 

June 9, 2017

 

June 9, 2022

 

USD $0.66

 

 

1,810,000

 

 

 

-

 

 

 

(470,000)

 

 

(440,000)

 

 

900,000

 

March 26, 2019

 

March 26, 2024

 

CAD $1.00

 

 

1,185,000

 

 

 

-

 

 

 

(315,000)

 

 

(290,000)

 

 

580,000

 

March 19, 2021

 

March 19, 2024

 

CAD $3.60

 

 

-

 

 

 

1,300,000

 

 

 

-

 

 

 

-

 

 

 

1,300,000

 

Totals

 

 

 

 

 

 

3,625,001

 

 

 

1,300,000

 

 

 

(1,342,826)

 

 

(802,175)

 

 

2,780,000

 

 

 

 

 

 

 

As at

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at

 

Grant

 

Vesting

 

Expiration

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

Date

 

Date

 

Date

 

2021

 

 

Awarded

 

 

Cancelled

 

 

Converted

 

 

2022

 

Vesting condition - Employment on vesting date:

March 19, 2021

 

December 31, 2022

 

June 30, 2023

 

 

200,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

200,000

 

May 11, 2022

 

July 14, 2022

 

June 30, 2023

 

 

-

 

 

 

40,000

 

 

 

-

 

 

 

-

 

 

 

40,000

 

Vesting condition - Milestone achieved on vesting date:

March 19, 2021

 

June 30, 2022

 

December 31, 2022

 

 

125,000

 

 

 

-

 

 

 

(125,000)

 

 

-

 

 

 

-

 

March 19, 2021

 

May 17, 2021

 

December 31, 2021

 

 

150,000

 

 

 

-

 

 

 

-

 

 

 

(150,000)

 

 

-

 

May 11, 2022

 

July 14, 2022

 

June 30, 2023

 

 

-

 

 

 

30,000

 

 

 

-

 

 

 

-

 

 

 

30,000

 

Totals

 

 

 

 

 

 

475,000

 

 

 

70,000

 

 

 

(125,000)

 

 

(150,000)

 

 

270,000

 

 

 

 

 

 

 

As at

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at

 

Grant

 

Vesting

 

Expiration

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

Date

 

Date

 

Date

 

2020

 

 

Awarded

 

 

Cancelled

 

 

Converted

 

 

2021

 

Vesting condition - Employment on vesting date:

March 19, 2021

 

December 31, 2022

 

June 30, 2023

 

 

-

 

 

 

200,000

 

 

 

-

 

 

 

-

 

 

 

200,000

 

Vesting condition - Milestone achieved on vesting date:

December 29, 2020

 

February 7, 2021

 

February 19,2021

 

 

-

 

 

 

172,481

 

 

 

-

 

 

 

(172,481)

 

 

-

 

December 29, 2020

 

February 7, 2021

 

August 19, 2021

 

 

-

 

 

 

172,481

 

 

 

-

 

 

 

(172,481)

 

 

-

 

December 29, 2020

 

February 7, 2021

 

February 19, 2022

 

 

-

 

 

 

172,481

 

 

 

-

 

 

 

(172,481)

 

 

-

 

March 19, 2021

 

June 30, 2022

 

December 31, 2022

 

 

-

 

 

 

125,000

 

 

 

-

 

 

 

-

 

 

 

125,000

 

March 19, 2021

 

May 17, 2021

 

December 31, 2021

 

 

-

 

 

 

150,000

 

 

 

-

 

 

 

-

 

 

 

150,000

 

Totals

 

 

 

 

 

 

-

 

 

 

992,443

 

 

 

-

 

 

 

(517,443)

 

 

475,000

 

v3.23.2
Segmented Reporting (Tables)
12 Months Ended
Jun. 30, 2022
Schedule of Segment Reporting Information

 

 

Year ended

 

 

Year ended

 

 

Year ended

 

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

 

2020

 

Revenues

 

$-

 

 

$-

 

 

$-

 

Mine development expenses

 

 

 

 

 

 

 

 

 

 

 

 

Mineral claims (Madagascar)

 

 

121,115

 

 

 

3,335

 

 

 

93,954

 

Payroll and benefits

 

 

5,976

 

 

 

-

 

 

 

-

 

Engineering and metallurgical (Canada, South Africa)

 

 

9,191

 

 

 

38,598

 

 

 

64,850

 

Consulting fees (Madagascar)

 

 

(142,083)

 

 

265,635

 

 

 

-

 

Mine admin (Madagascar)

 

 

41,895

 

 

 

-

 

 

 

-

 

Travel

 

 

29,066

 

 

 

16,100

 

 

 

20,452

 

Total mine development expenses

 

 

65,160

 

 

 

323,668

 

 

 

179,256

 

Exploration and evaluation expenses

 

 

 

 

 

 

 

 

 

 

 

 

Mineral claims (Canada)

 

 

4,927

 

 

 

15,335

 

 

 

6,623

 

Mineral claims (Madagascar)

 

 

60,546

 

 

 

4,449

 

 

 

50,000

 

Exploration camp and admin (Madagascar)

 

 

112,482

 

 

 

27,031

 

 

 

9,487

 

Total exploration and evaluation expenses

 

 

177,955

 

 

 

46,815

 

 

 

66,110

 

General and administrative expenses

 

 

 

 

 

 

 

 

 

 

 

 

Payroll and benefits

 

 

707,936

 

 

 

483,519

 

 

 

436,337

 

Consulting Fees

 

 

416,503

 

 

 

383,841

 

 

 

358,503

 

Legal Fees

 

 

65,291

 

 

 

99,316

 

 

 

29,344

 

Professional Fees

 

 

215,481

 

 

 

155,108

 

 

 

95,397

 

Public Company expenses

 

 

134,674

 

 

 

163,533

 

 

 

95,130

 

Travel expenses

 

 

81,748

 

 

 

23,399

 

 

 

34,004

 

Insurance expenses

 

 

124,498

 

 

 

30,816

 

 

 

22,624

 

Rent expenses

 

 

7,141

 

 

 

19,857

 

 

 

19,111

 

Office and admin

 

 

176,020

 

 

 

37,412

 

 

 

23,637

 

Total general and administrative expenses

 

 

1,929,292

 

 

 

1,396,801

 

 

 

1,114,087

 

Share-based compensation

 

 

385,930

 

 

 

3,744,172

 

 

 

-

 

Amortization of plant and equipment

 

 

35,040

 

 

 

6,592

 

 

 

6,053

 

Lease finance costs

 

 

11,980

 

 

 

1,317

 

 

 

-

 

Flow through provision (gain)

 

 

(28,385)

 

 

(146,814)

 

 

-

 

Foreign currency translation (gain) loss

 

 

87,543

 

 

 

101,252

 

 

 

3,552

 

Interest (income)

 

 

(191)

 

 

(104)

 

 

-

 

Interest expense

 

 

32

 

 

 

273

 

 

 

2,098

 

Foreign taxes

 

 

26

 

 

 

92

 

 

 

772

 

Sub-total before other items

 

 

2,664,382

 

 

 

5,474,064

 

 

 

1,371,928

 

Government Assistance

 

 

-

 

 

 

-

 

 

 

(7,353)

Realized gain on disposal of asset

 

 

(2,530)

 

 

-

 

 

 

-

 

Change in value of royalty obligation

 

 

495,704

 

 

 

-

 

 

 

-

 

Change in value of warrant liability

 

 

(19,229,287)

 

 

36,486,420

 

 

 

(386,940)

Change in value of production obligation

 

 

(48,472)

 

 

-

 

 

 

-

 

Net income (loss) for the year

 

 

16,120,203

 

 

 

(41,960,484)

 

 

(977,635)

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

Items that will be reclassified subsequently to net income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

Translation adjustment for foreign operations

 

 

76,154

 

 

 

134,639

 

 

 

3,196

 

Net income (loss) and comprehensive income (loss) for the year

 

$16,196,357

 

 

$(41,825,845)

 

$(974,439)
Schedule of segmented information by geographic region

 

 

Canada

 

 

Mauritius

 

 

Madagascar

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Cash and cash equivalents

 

 

9,641,083

 

 

 

61,010

 

 

 

91,160

 

 

 

9,793,253

 

Amounts receivable

 

 

491,373

 

 

 

21,653

 

 

 

61,234

 

 

 

574,260

 

Prepaid expenses

 

 

90,873

 

 

 

-

 

 

 

5,919

 

 

 

96,792

 

Deposit

 

 

181,161

 

 

 

-

 

 

 

-

 

 

 

181,161

 

Property, plant, and equipment

 

 

17,406,001

 

 

 

1,407

 

 

 

1,244,986

 

 

 

18,652,394

 

Total assets as at June 30, 2022

 

 

27,810,491

 

 

 

84,070

 

 

 

1,403,299

 

 

 

29,297,860

 

 

 

Canada

 

 

Mauritius

 

 

Madagascar

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Cash and cash equivalents

 

 

22,422,783

 

 

 

1,130

 

 

 

13,173

 

 

 

22,437,086

 

Amounts receivable

 

 

92,344

 

 

 

-

 

 

 

26

 

 

 

92,370

 

Prepaid expenses

 

 

52,428

 

 

 

-

 

 

 

546

 

 

 

52,974

 

Property, plant, and equipment

 

 

713,197

 

 

 

-

 

 

 

3,623,964

 

 

 

4,337,161

 

Total assets as at June 30, 2021

 

 

23,280,752

 

 

 

1,130

 

 

 

3,637,709

 

 

 

26,919,591

 

v3.23.2
Related Party Transactions (Tables)
12 Months Ended
Jun. 30, 2022
Related Party Transactions  
Schedule of related party transactions occurred during the reporting Period

 

 

Year ended

 

 

Year ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

Payroll and benefits

 

$452,631

 

 

$448,984

 

Consulting fees

 

 

339,612

 

 

 

341,541

 

Professional fees

 

 

27,506

 

 

 

35,946

 

Share-based compensation

 

 

385,930

 

 

 

3,744,172

 

Total

 

$1,205,679

 

 

$4,570,643

 

related party balances existed as of the end

 

 

As of

 

 

As of

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

Amounts receivable

 

$193,471

 

 

$17,007

 

Prepaid expenses

 

 

-

 

 

 

6,949

 

Accrued liabilities

 

 

35,257

 

 

 

64,503

 

v3.23.2
Financial Instruments and Risk Management (Tables)
12 Months Ended
Jun. 30, 2022
Schedule of Financial Instruments and Risk Management

 

 

As at

 

 

As at

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

Cash and cash equivalents (CAD)

 

$1,341,893

 

 

$1,011,996

 

Cash and cash equivalents (MGA)

 

 

62,433

 

 

$1,698

 

Amounts receivable (CAD)

 

 

319,555

 

 

 

73,707

 

Amounts receivable (MGA)

 

 

61,234

 

 

 

26

 

Accounts payable and accrued liabilities (CAD)

 

 

(124,023)

 

 

(137,329)

Accounts payable and accrued liabilities (MGA)

 

 

(203,028)

 

 

(30,574)

Accounts payable and accrued liabilities (ZAR)

 

 

(48,773)

 

 

-

 

Accounts payable and accrued liabilities (EUR)

 

 

-

 

 

 

(166,869)

Provisions (CAD)

 

 

(727,051)

 

 

(738,022)

Net foreign exchange exposure in USD

 

$682,240

 

 

 

14,633

 

Impact of 10% change in foreign exchange rates

 

$68,224

 

 

 

1,463

 

v3.23.2
Income Taxes (Tables)
12 Months Ended
Jun. 30, 2022
Schedule of Income Tax

 

 

As at

 

 

As at

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

Net income (loss) for the year before recovery of income taxes

 

$16,120,203

 

 

$(41,960,484)

Expected income tax (recovery) expense

 

 

4,271,860

 

 

 

(11,119,530)

Non-deductible expenses and other

 

 

30,060

 

 

 

-

 

Share cost of issue booked to equity

 

 

-

 

 

 

(30,060)

Share based compensation

 

 

102,270

 

 

 

992,210

 

Change in value of warrant liability

 

 

(5,108,610)

 

 

9,668,900

 

Difference in foreign tax rates

 

 

172,620

 

 

 

63,830

 

Change in tax benefits not recognized

 

 

531,800

 

 

 

424,650

 

Income tax (recovery) expense

 

$-

 

 

$-

 

Schedule components of deferred tax

 

 

As at

 

 

As at

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

Deferred tax assets

 

 

 

 

 

 

Canadian operating tax losses carried forward

 

$71,230

 

 

$54,590

 

Non-Canadian operating tax losses carried forward

 

 

9,210

 

 

 

-

 

Capital lease obligation

 

 

17,490

 

 

 

-

 

Royalty obligation

 

 

-

 

 

 

318,060

 

Share issuance cost

 

 

-

 

 

 

387,770

 

Subtotal of deferred tax assets

 

 

97,930

 

 

 

760,420

 

Deferred tax liabilities

 

 

 

 

 

 

 

 

Property, plant, and equipment

 

 

(26,700)

 

 

-

 

Royalty obligation

 

 

(71,230)

 

 

(760,420)

Subtotal of deferred tax liabilities

 

 

(97,930)

 

 

(760,420)

Net deferred tax liability

 

$-

 

 

$-

 

Schedule of Unrecognized Deferred Tax Assets

 

 

As at

 

 

As at

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

Canadian operating tax losses carried forward

 

$27,271,150

 

 

$25,041,650

 

Non-Canadian operating tax losses carried forward

 

 

1,506,390

 

 

 

1,465,890

 

Property, plant, and equipment

 

 

2,242,280

 

 

 

188,560

 

Share and debt issuance cost

 

 

1,088,970

 

 

 

-

 

Capital losses carried forward

 

 

54,160

 

 

 

53,000

 

Tax credits

 

 

31,550

 

 

 

-

 

Canadian resource pools – mineral properties

 

 

-

 

 

 

3,754,990

 

Unrecognized deferred tax assets

 

$32,194,500

 

 

$30,504,090

 

Schedule Of operating tax losses carry-forward

 

 

As at

 

 

 

June 30,

 

 

 

2022

 

2027

 

 

582,990

 

2028

 

 

825,960

 

2029

 

 

835,300

 

2030

 

 

1,413,130

 

2031

 

 

1,991,290

 

2032

 

 

2,545,640

 

2033

 

 

2,122,930

 

2034

 

 

2,583,920

 

2035

 

 

2,057,840

 

2036

 

 

1,480,630

 

2037

 

 

3,107,930

 

2038

 

 

941,970

 

2039

 

 

1,819,670

 

2040

 

 

1,409,880

 

2041

 

 

1,854,680

 

2042

 

 

1,697,390

 

 

 

 

27,271,150

 

v3.23.2
Basis of Presentation (Details Narrative) - USD ($)
Aug. 17, 2022
Jun. 30, 2022
Jun. 30, 2021
Cash and cash equivalents   $ 9,793,253 $ 22,437,086
Royalty advance $ 3,000,000    
v3.23.2
Summary of Significant Accounting Policies (Details)
12 Months Ended
Jun. 30, 2022
Office Equipment [Member] | Maximum [Member]  
Statement [Line Items]  
Useful lives of plant and equipment 5 years
Office Equipment [Member] | Minimum [Member]  
Statement [Line Items]  
Useful lives of plant and equipment 3 years
Right Of use Assets [Member] | Maximum [Member]  
Statement [Line Items]  
Useful lives of plant and equipment 50 years
Right Of use Assets [Member] | Minimum [Member]  
Statement [Line Items]  
Useful lives of plant and equipment 4 years
Processing Plant [Member] | Maximum [Member]  
Statement [Line Items]  
Useful lives of plant and equipment 30 years
Processing Plant [Member] | Minimum [Member]  
Statement [Line Items]  
Useful lives of plant and equipment 1 year
Exploration And Evaluation Equipment [Member] | Maximum [Member]  
Statement [Line Items]  
Useful lives of plant and equipment 5 years
Exploration And Evaluation Equipment [Member] | Minimum [Member]  
Statement [Line Items]  
Useful lives of plant and equipment 3 years
Vehicles [Member] | Maximum [Member]  
Statement [Line Items]  
Useful lives of plant and equipment 10 years
Vehicles [Member] | Minimum [Member]  
Statement [Line Items]  
Useful lives of plant and equipment 5 years
v3.23.2
Mine Development (Details Narrative) - USD ($)
1 Months Ended 12 Months Ended
Feb. 08, 2021
Apr. 27, 2022
Mar. 29, 2021
Feb. 15, 2019
Jun. 30, 2022
Jul. 09, 2009
Dec. 31, 2006
Statement [Line Items]              
Exploration camp lease remaining term         12 months    
Green Giant Property [Member]              
Statement [Line Items]              
Percentage of Net Smelter Return Royalty on Mineral Property       2.00%   2.00%  
Claims Purchased from Virginia Mines Inc [Member]              
Statement [Line Items]              
Exploration camp lease remaining term       40 years      
Percentage of Net Smelter Return Royalty on Mineral Property             2.00%
Total gross proceeds $ 29,500,000            
Production capacity phase 2   $ 150,000          
Production capacity     $ 17,000        
v3.23.2
Exploration and Evaluation Properties (Details Narrative) - USD ($)
12 Months Ended
Jul. 09, 2009
Dec. 31, 2007
Dec. 31, 2006
Feb. 08, 2021
Feb. 15, 2019
Green Giant Property [Member]          
Statement [Line Items]          
Percentage of Interest in Mineral Property Acquired 25.00% 75.00%      
First 1% NSR Acquisition Option, Payments $ 500,000        
Percentage of Net Smelter Return Royalty on Mineral Property 2.00%       2.00%
Percentage of Ownership Interest in Mineral Property       1.00%  
Second 1% NSR Acquisition Option, Payments $ 1,000,000        
Claims Purchased from Virginia Mines Inc [Member]          
Statement [Line Items]          
Percentage of Interest in Mineral Property Acquired     100.00%    
Percentage of Net Smelter Return Royalty on Mineral Property     2.00%    
First Half of 1% NSR Acquisition Option, Payments     $ 200,000    
Percentage of NSR, Unrelated Parties     1.00%    
Second Half of 1% NSR Acquisition Option, Payments     $ 100,000    
v3.23.2
Property, Plant, and Equipment (Details) - USD ($)
12 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2020
Statement [Line Items]      
Property, Plant and Equipment Begining Balance     $ 18,111
Additions $ 14,350,273 $ 4,325,642  
Amortization (35,040) (6,592)  
Property, Plant and Equipment Ending Balance 18,652,394 4,337,161  
Cost of Property, Plant and Equipment 18,700,080 4,349,807  
Accumulated amortization of Property, Plant and Equipment (47,686) (12,646)  
Total Property, Plant and Equipment 18,652,394 4,337,161  
Mining Property [Member]      
Statement [Line Items]      
Property, Plant and Equipment Begining Balance     0
Additions 398,836 708,514  
Amortization 0 0  
Property, Plant and Equipment Ending Balance 1,107,350 708,514  
Cost of Property, Plant and Equipment 1,107,350 708,514  
Accumulated amortization of Property, Plant and Equipment 0 708,514  
Total Property, Plant and Equipment 1,107,350    
Assets Under Construction [Member]      
Statement [Line Items]      
Property, Plant and Equipment Begining Balance     0
Additions 13,181,333 3,611,890  
Amortization 0 0  
Property, Plant and Equipment Ending Balance 16,793,223 3,611,890  
Cost of Property, Plant and Equipment 16,793,223 3,611,890  
Accumulated amortization of Property, Plant and Equipment 0 0  
Total Property, Plant and Equipment 16,793,223 3,611,890  
Right of Use Assets [Member]      
Statement [Line Items]      
Property, Plant and Equipment Begining Balance     18,111
Additions 530,562 0  
Amortization (5,987) (6,037)  
Property, Plant and Equipment Ending Balance 536,649 12,074  
Cost of Property, Plant and Equipment 554,727 24,165  
Accumulated amortization of Property, Plant and Equipment (18,078) (12,091)  
Total Property, Plant and Equipment 536,649 12,074  
Equipment [Member]      
Statement [Line Items]      
Property, Plant and Equipment Begining Balance     $ 0
Additions 239,542 5,238  
Amortization (29,053) (555)  
Property, Plant and Equipment Ending Balance 215,172 4,683  
Cost of Property, Plant and Equipment 244,780 5,238  
Accumulated amortization of Property, Plant and Equipment (29,608) (555)  
Total Property, Plant and Equipment $ 215,172 $ 4,683  
v3.23.2
Property, Plant, and Equipment (Details Narrative) - USD ($)
Jun. 30, 2022
Mar. 31, 2022
Jun. 30, 2021
Commercial production fee capitalized $ 18,652,394   $ 4,337,161
Construction of processing plant as assets under construction 15,692,451   3,611,890
Right-of-use assets 389,049 $ 389,049 24,164
Molo Mine 1 552,960   0
Molo Mine phase 2 547,812   0
Capitalized additions 14,350,273   4,325,642
Royalty obligation accretion 904,771    
Poduction obligation accretion 94,634    
Capitalized amortization $ 35,040   $ 6,592
v3.23.2
ShortTerm Debt (Details Narrative)
12 Months Ended
Jun. 30, 2022
CAD ($)
Jun. 30, 2022
USD ($)
Jan. 28, 2022
USD ($)
Short-term debt carrying balance $ 40,000    
Loan principal $ 30,000    
Provision for loan forgiveness   $ 10,000 $ 10,000
Loan forgiveness provisions description The Company had a Canada Emergency Business Account (CEBA), which had loan forgiveness provisions whereby 25% of the loan principal would be forgiven if 75% of the loan principal was repaid prior to December 31, 2022    
v3.23.2
Lease obligations (Details) - USD ($)
12 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2020
Statement [Line Items]      
Lease Obligations Beginning Balance $ 11,099 $ 16,018  
Additions Lease Obligations 389,049    
Lease payments (53,279) 6,367  
Finance costs 11,980 1,317 $ 0
Foreign exchange adjustments (9,031) 131  
Lease Obligations Ending Balance 349,818 11,099  
Camp Lease (Member)      
Statement [Line Items]      
Lease Obligations Beginning Balance 11,099 16,018  
Additions Lease Obligations 0    
Lease payments (6,027) (6,367)  
Finance costs 900 1,317  
Foreign exchange adjustments (318) 131  
Lease Obligations Ending Balance 5,654 11,099  
Property Lease [Member]      
Statement [Line Items]      
Lease Obligations Beginning Balance 0    
Additions Lease Obligations 389,049    
Lease payments (47,252) 0  
Finance costs 11,080 0  
Foreign exchange adjustments (8,713) 0  
Lease Obligations Ending Balance $ 344,164 $ 0  
v3.23.2
Lease obligations (Details 1)
Jun. 30, 2022
USD ($)
Statement [Line Items]  
Current portion of lease obligations $ 51,725
Long-term lease obligations 298,093
Lease Obligations 349,818
Camp Lease (Member)  
Statement [Line Items]  
Current portion of lease obligations 5,654
Long-term lease obligations 0
Lease Obligations 5,654
Property Lease [Member]  
Statement [Line Items]  
Current portion of lease obligations 46,071
Long-term lease obligations 298,093
Lease Obligations $ 344,164
v3.23.2
Lease obligations (Details 2)
12 Months Ended
Jun. 30, 2022
USD ($)
Statement [Line Items]  
Within 12 Months $ 51,961
Betaween 13 and 24 months 46,071
Between 25 and 36 months 46,071
Between 37 and 48 months 46,071
Between 49 and 60 months 46,071
Over 60 months 2,027,124
Total undiscounted lease obligations 2,263,369
Camp Lease (Member)  
Statement [Line Items]  
Within 12 Months 5,890
Betaween 13 and 24 months 0
Between 25 and 36 months 0
Between 37 and 48 months 0
Between 49 and 60 months 0
Over 60 months 0
Total undiscounted lease obligations 5,890
Property Lease [Member]  
Statement [Line Items]  
Within 12 Months 46,071
Betaween 13 and 24 months 46,071
Between 25 and 36 months 46,071
Between 37 and 48 months 46,071
Between 49 and 60 months 46,071
Over 60 months 2,027,124
Total undiscounted lease obligations $ 2,257,479
v3.23.2
Lease obligations (Details Narrative) - USD ($)
1 Months Ended 12 Months Ended
Mar. 31, 2022
Jun. 30, 2022
Jun. 30, 2021
Exploration camp lease remaining term   12 months  
lease obligations for leased right-of-use assets $ 389,049 $ 389,049 $ 24,164
Interest 13.80% 10.43%  
Rent expense relating to short-term office leases   $ 7,141 $ 19,857
v3.23.2
Royalty obligation (Details) - USD ($)
12 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Royalty obligation, beginning balance $ 6,330,721 $ 0
Remeasurement of royalty obligation 495,704 0
Accretion of royalty obligation 904,771 0
Recognition of royalty obligation   6,330,721
Royalty obligation, ending balance $ 7,731,196 $ 6,330,721
v3.23.2
Royalty obligation (Details 1)
12 Months Ended
Jun. 30, 2022
USD ($)
Obligation Within 12 Months $ 948,750
Obligation Between 13 and 24 months 1,897,500
Obligation Between 25 and 36 months 1,897,500
Obligation Between 37 and 48 months 1,897,500
Obligation Between 49 and 60 months 1,897,500
Over 60 months 10,436,250
Total undiscounted minimum payments and interest $ 18,975,000
v3.23.2
Royalty obligation (Details Narrative) - USD ($)
1 Months Ended 12 Months Ended
Feb. 08, 2021
Dec. 14, 2011
Jun. 28, 2021
Jun. 30, 2022
Jun. 30, 2021
Statement [Line Items]          
Initial payment received       $ 8,000,000.0  
Gross proceeds $ 29,500,000        
Royalty financing fee     $ 1,500,000    
Remaining payment received       $ 3,000,000.0  
Royalty payment Minimum Repayment     825,000    
Cumulative royalty payment     $ 16,500,000    
GSR from graphite concentrate sales percetage     3.00%    
Option to reduce royalty payment     $ 20,000,000    
Reduce the GSR to upon payment percentage       3.00%  
Accrued interest percentage       15.00%  
Receive royalty percentage on gross revenues     1.00%    
Royalty obligation at fair value         $ 6,500,000
Discount rate percentage         13.80%
Deferred royalty funding         $ 3,000,000.0
Perpetual royalty on the estimated revenues         3.00%
Remaining life of mine for Phase 1         30 years
Recognition total of capitalized legal fees         $ 169,279
Initial carrying value royalty obligation         6,330,721
Accretion of royalty obligation       $ 904,771 0
Royalty obligation       7,731,196 6,330,721
Remeasurement of royalty obligation       $ 495,704 $ 0
Malagasy Minerals Limited [Member]          
Statement [Line Items]          
Description of Joint Venture Agreement   the Company entered into a Definitive Joint Venture Agreement ("JVA") with Malagasy Minerals Limited ("Malagasy") to acquire a 75% interest in a property package that included the Molo graphite and Green Giant vanadium exploration claims. 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, subject to Malagasy retaining a 1.5% net smelter royalty (“NSR”). Prior to becoming a Director of the Company, Brett Whalen purchased an option to acquire the 1.5% NSR from Malagasy upon the mine achieving commercial production in return for a further payment to Malagasy      
v3.23.2
Warrant Derivative Liabilities (Details) - Warrant Derivative Liability [Member] - USD ($)
12 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Statement [Line Items]    
Number of outstanding balance, Beginning $ 45,380,933 $ 208,768
Recognition of derivative liability   56,216,388
Reclassification to equity on exercise of warrants (4,462,156) (4,236,117)
Change in fair value through profit and loss (19,229,287) (6,808,106)
Number of outstanding balance, Ending $ 21,689,490 $ 45,380,933
v3.23.2
Warrant Derivative Liabilities (Details 1) - USD ($)
12 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Fair value of warrant liability, Beginning $ 1,106,726 $ 201,687
Change in fair value through profit and loss 141,752 2,278,285
Reclassification to equity on exercise of warrants (1,248,478) (1,373,246)
Fair value of warrant liability, Ending $ 0 $ 1,106,726
v3.23.2
Warrant Derivative Liabilities (Details 2) - USD ($)
12 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Statement [Line Items]    
Fair value of warrant liability, Beginning $ 1,106,726 $ 201,687
Fair value of warrant liability, Ending 0 1,106,726
Warrant Liability 1 [Member]    
Statement [Line Items]    
Fair value of warrant liability, Beginning 3,332,909 421,861
Change in fair value through profit and loss (119,231) 5,773,919
Reclassification to equity on exercise of warrants (3,213,678) (2,862,871)
Fair value of warrant liability, Ending $ 0 $ 3,332,909
v3.23.2
Warrant Derivative Liabilities (Details 3)
12 Months Ended
Jun. 30, 2022
USD ($)
$ / shares
Jun. 30, 2022
$ / shares
Jun. 30, 2021
USD ($)
$ / shares
Jun. 30, 2021
$ / shares
Jun. 30, 2022
$ / shares
Jun. 30, 2021
$ / shares
Statement [Line Items]            
Fair value of warrant liability, Beginning | $ $ 1,106,726   $ 201,687      
Fair value of warrant liability, Ending | $ $ 0   1,106,726      
Minimum [Member]            
Statement [Line Items]            
Share price on measurement date         $ 1.65  
Exercise price $ 0.78          
Maximum [Member]            
Statement [Line Items]            
Share price on measurement date   $ 2.12        
Exercise price   $ 1.00        
Warrant Liability 2 [Member]            
Statement [Line Items]            
Fair value of warrant liability, Beginning | $ $ (19,251,808)   55,794,527      
Change in fair value through profit and loss | $     $ (14,853,229)      
Reclassification to equity on exercise of warrants | $ $ 0          
Risk free rate 3.10%   0.45%      
Expected volatility 71.00%   152.00%      
Expected dividend yield 0.00%   0.00%      
Expected life (in years) 10 months 17 days   1 year 10 months 20 days      
Share price on measurement date       $ 2.64    
Fair value of warrant liability, Ending | $ $ 21,689,490   $ 40,941,298      
Exercise price       $ 1.00    
Warrant Liability 2 [Member] | Minimum [Member]            
Statement [Line Items]            
Share price on measurement date           $ 2.13
Exercise price     $ 0.81      
v3.23.2
Warrant Derivative Liabilities (Details Narrative) - USD ($)
12 Months Ended
Jun. 30, 2022
Jun. 30, 2021
May 19, 2021
Warrant Liability 1 [Member]      
Statement [Line Items]      
Statement of operations and comprehensive income (loss) $ 43,294,527    
Warrants issued     $ 55,794,527
Warrant liability     $ 12,500,000
Warrant Liability [Member]      
Statement [Line Items]      
Change in fair value through profit and loss 19,229,287 $ 6,808,106  
Reclassification to equity on exercise of warrants 4,462,156    
Derivative liability $ 21,689,490 $ 45,380,933  
v3.23.2
Provisions (Details Narrative) - USD ($)
12 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Dec. 31, 2014
Apr. 16, 2014
Statement [Line Items]        
Flow through provision $ 94,634 $ 0    
Cash payment 1,000,000      
Provision   708,514    
Provision 727,051 738,022    
Sale and Purchase Agreement [Member]        
Statement [Line Items]        
Property and a remeasurement gain 48,472      
Molo Graphite Property [member]        
Statement [Line Items]        
Interest rates       25.00%
Canadian Exploration Expenditures [member]        
Statement [Line Items]        
Flow-through shares subscriptions     17,889,215  
Adjustment for foreign exchange fluctuations 3,812,642      
Statement of operations and comprehensive income (loss) 28,385 146,814    
Provision 727,051 708,514    
Mining Property [Member]        
Statement [Line Items]        
Provision $ 0 $ 29,508    
Discount rate 13.80%      
v3.23.2
Share Capital (Details Narrative)
1 Months Ended 12 Months Ended
Jun. 09, 2022
USD ($)
$ / shares
Jun. 02, 2022
USD ($)
$ / shares
shares
Mar. 02, 2022
$ / shares
Mar. 02, 2022
USD ($)
shares
Oct. 05, 2021
$ / shares
shares
Oct. 05, 2021
USD ($)
shares
Jun. 07, 2021
$ / shares
Jun. 07, 2021
USD ($)
shares
Apr. 12, 2021
$ / shares
shares
Apr. 12, 2021
USD ($)
shares
Mar. 15, 2021
USD ($)
$ / shares
shares
Mar. 08, 2021
$ / shares
Mar. 08, 2021
USD ($)
$ / shares
shares
Mar. 04, 2021
$ / shares
Mar. 04, 2021
USD ($)
shares
Feb. 12, 2021
$ / shares
$ / shares
shares
Feb. 12, 2021
USD ($)
$ / shares
shares
Feb. 09, 2021
USD ($)
$ / shares
shares
Jul. 02, 2020
USD ($)
$ / shares
$ / shares
shares
Jul. 02, 2020
USD ($)
$ / shares
shares
Jun. 30, 2022
USD ($)
$ / shares
shares
Jun. 30, 2022
USD ($)
shares
Jun. 27, 2022
$ / shares
Jun. 27, 2022
USD ($)
shares
Jun. 24, 2022
$ / shares
Jun. 24, 2022
USD ($)
shares
May 23, 2022
USD ($)
$ / shares
shares
May 18, 2022
$ / shares
May 18, 2022
USD ($)
$ / shares
shares
Apr. 28, 2022
$ / shares
Apr. 28, 2022
USD ($)
shares
Mar. 31, 2022
$ / shares
Mar. 31, 2022
USD ($)
shares
Nov. 23, 2021
$ / shares
Nov. 23, 2021
USD ($)
shares
Oct. 22, 2021
$ / shares
Oct. 22, 2021
USD ($)
shares
Oct. 20, 2021
$ / shares
Oct. 20, 2021
USD ($)
shares
Sep. 23, 2021
$ / shares
Sep. 23, 2021
USD ($)
shares
Jun. 23, 2021
$ / shares
Jun. 23, 2021
USD ($)
shares
May 25, 2021
$ / shares
May 25, 2021
USD ($)
shares
May 19, 2021
$ / shares
May 19, 2021
USD ($)
Feb. 26, 2021
$ / shares
Feb. 26, 2021
USD ($)
shares
Feb. 23, 2021
USD ($)
$ / shares
shares
Feb. 19, 2021
USD ($)
$ / shares
shares
Dec. 22, 2020
USD ($)
$ / shares
shares
Jun. 30, 2022
USD ($)
shares
Jun. 30, 2021
USD ($)
shares
Jun. 30, 2020
USD ($)
Oct. 31, 2022
USD ($)
Dec. 16, 2021
shares
May 19, 2021
USD ($)
$ / shares
shares
Statement [Line Items]                                                                                                                    
Common stock, Shares issued                                         101,872,614 101,872,614                                                             101,872,614          
Gross proceeds from issuance of shares | $                                         $ 127,377,519 $ 127,377,519                                                             $ 127,377,519 $ 120,491,932   $ 17,002,227    
Common shares outstanding                                         101,872,614 101,872,614                                                             101,872,614 98,184,260        
Number of Stock options exercised 215,000 220,000                     290,000         147,000                 220,000   220,000                                         73,000 22,223 72,174            
Stock options, exercise price | (per share) $ 0.66 $ 0.66                   $ 1.00           $ 0.66                 $ 0.66   $ 0.66                                         $ 0.66 $ 0.90 $ 0.56            
Stock options exercised into common shares   220,000                     510,000         147,000                 220,000   220,000                                         73,000 22,223 72,174            
Gross proceeds from exercised of stock options | $ $ 141,900 $ 145,200                     $ 374,494         $ 97,054                 $ 146,764   $ 144,833                                         $ 48,439 $ 15,857 $ 40,418            
Warrant price per unit | (per share)         $ 0.65       $ 0.65             $ 0.90 $ 0.90                                                                                  
Proceeds from exercise of warrant | $       $ 235,804   $ 175,077   $ 148,518   $ 226,506         $ 25,681   $ 46,760         $ 343,538   $ 91,090   $ 15,529     $ 162,345   $ 19,575   $ 15,998   $ 51,407   $ 156,129   $ 113,110   $ 150,588   $ 162,000   $ 403,705       $ 79,172       $ 1,530,192 $ 1,108,200 $ 0      
Total number of Warrants         54,616       361,500             55,000 55,000                                                                                  
Warrant exercise price | $ / shares     $ 0.65   $ 0.90   $ 0.90   $ 0.90         $ 0.65   $ 0.65         $ 0.65   $ 0.65   $ 0.65     $ 0.65   $ 0.65   $ 0.65   $ 0.65   $ 0.90   $ 0.90   $ 0.90   $ 0.90   $ 0.65       $ 0.90                    
Number of warrant exercised       461,539   206,667   200,000   55,555         50,000   15,385         680,801   180,000   30,800     325,000   38,500   30,800   100,000   214,445   155,556   211,112   222,223   750,000       111,112                  
Warrant exercised into common shares       461,539   261,283   200,000   417,055         50,000   70,385         680,801   180,000   30,800     325,000   38,500   30,800   100,000   214,445   155,556   211,112   222,223   750,000       111,112                  
RSUs converted to common shares                                                                                                     517,443           123,518  
Stock Options 1 [Member]                                                                                                                    
Statement [Line Items]                                                                                                                    
Number of Stock options exercised                         220,000                                                                                          
Stock options, exercise price | $ / shares                         $ 0.66                                                                                          
Private Placement [Member]                                                                                                                    
Statement [Line Items]                                                                                                                    
Common stock, Shares issued                     12,000,000               6,157,887 6,157,887                                                                           23,214,286
Unit per price | (per share)                     $ 0.65               $ 0.24 $ 0.24                                                   $ 0.65                       $ 0.65
Gross proceeds from issuance of shares | $                     $ 6,000,000               $ 1,476,571 $ 1,476,571                                                                           $ 12,500,000
Warrant exercise price | $ / shares                                     $ 0.65                                                     $ 1.00                        
Warrant term                                       24 months                                                     24 months                      
Shares issuance cost | $                     $ 16,367                 $ 9,293                                                     $ 87,788                      
v3.23.2
Warrants (Details) - $ / shares
12 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Statement [Line Items]    
Warrants Outstanding, beginning 25,904,122 2,519,157
Warrants Issued   26,293,227
Warrants Cancelled 0 (1,065,265)
Warrants Exercised (2,689,836) (1,842,997)
Warrants Outstanding, ending 23,214,286 25,904,122
Warrant One [Member]    
Statement [Line Items]    
Warrants Outstanding, beginning 787,780 1,453,892
Warrants Issued 0 0
Warrants Cancelled 0 0
Warrants Exercised (787,780) 666,112
Warrants Outstanding, ending 0 787,780
Issued Date Oct. 25, 2019 Oct. 25, 2019
Expiration Date Oct. 25, 2021 Oct. 25, 2021
Exercise Price $ 0.90 $ 0.90
Warrant Two [Member]    
Statement [Line Items]    
Warrants Outstanding, beginning 1,902,056 0
Warrants Issued 0 3,078,941
Warrants Cancelled 0 0
Warrants Exercised (1,902,056) 1,176,885
Warrants Outstanding, ending 0 1,902,056
Issued Date Jul. 02, 2020 Jul. 02, 2020
Expiration Date Jul. 02, 2022 Jul. 02, 2022
Exercise Price $ 0.65 $ 0.65
Warrant Three [Member]    
Statement [Line Items]    
Warrants Outstanding, beginning 23,214,286  
Warrants Issued 0 23,214,286
Warrants Cancelled 0 0
Warrants Exercised 0  
Warrants Outstanding, ending 23,214,286 23,214,286
Issued Date May 19, 2021 May 19, 2021
Expiration Date May 19, 2023 May 19, 2023
Exercise Price $ 1.00 $ 1.00
Warrant Four [Member]    
Statement [Line Items]    
Warrants Outstanding, beginning   1,065,265
Warrants Cancelled   1,065,265
Issued Date   Aug. 17, 2018
Expiration Date   Aug. 17, 2020
Exercise Price   $ 1.00
v3.23.2
Warrants (Details Narrative)
1 Months Ended 12 Months Ended
Jul. 02, 2020
USD ($)
$ / shares
$ / shares
shares
May 19, 2021
$ / shares
Jun. 30, 2022
USD ($)
$ / shares
shares
Jun. 30, 2021
USD ($)
$ / shares
shares
Oct. 31, 2022
USD ($)
shares
May 19, 2021
USD ($)
$ / shares
shares
Mar. 15, 2021
USD ($)
$ / shares
Statement [Line Items]              
Warrant Outstanding     23,214,286 25,904,122      
Wighted average expiration period     10 months 17 days 1 year 9 months 7 days      
Number of warrants exercisable     23,214,286 25,904,122      
Warrant, wighted average exercise price | $ / shares     $ 0.78 $ 0.78      
Common Stock, Shares issued         23,214,286    
Gross proceeds from issuance of shares | $     $ 127,377,519 $ 120,491,932 $ 17,002,227    
Private Placement [Member]              
Statement [Line Items]              
Common Stock, Shares issued 6,157,887         23,214,286  
Warrant term 24 months 24 months          
Unit per price | (per share) $ 0.24 $ 0.65       $ 0.65 $ 0.65
Gross proceeds from issuance of shares | $ $ 1,476,571         $ 12,500,000 $ 6,000,000
Exercise Price | $ / shares $ 0.65 $ 1.00          
v3.23.2
Long term incentive plan (Details)
12 Months Ended
Jun. 30, 2022
$ / shares
shares
Jun. 30, 2022
$ / shares
shares
Jun. 30, 2021
$ / shares
shares
Stock Option [Member]      
Statement [Line Items]      
Grant date Jun. 09, 2017 Jun. 09, 2017 Dec. 22, 2015
Expiration date Jun. 09, 2022 Jun. 09, 2022 Dec. 22, 2020
Exercise price | $ / shares   $ 0.66 $ 0.56
Opening balance 900,000 900,000 630,001
Granted (Expired or Cancelled) (25,000) (25,000) (557,826)
Exercised (875,000) (875,000) (72,175)
Closing balance 0 0 0
Stock Option 1 [Member]      
Statement [Line Items]      
Grant date Mar. 26, 2019 Mar. 26, 2019 Jun. 09, 2017
Expiration date Mar. 26, 2024 Mar. 26, 2024 Jun. 09, 2022
Exercise price | (per share) $ 1.00   $ 0.66
Opening balance 580,000 580,000 1,810,000
Granted (Expired or Cancelled) 0 0 (470,000)
Exercised 0 0 (440,000)
Closing balance 580,000 580,000 900,000
Stock Option 2 [Member]      
Statement [Line Items]      
Grant date Mar. 19, 2021 Mar. 19, 2021 Mar. 26, 2019
Expiration date Mar. 19, 2024 Mar. 19, 2024 Mar. 26, 2024
Exercise price | (per share) $ 3.60   $ 1.00
Opening balance 1,300,000 1,300,000 1,185,000
Granted (Expired or Cancelled) 0 0 (315,000)
Exercised 0 0 (290,000)
Closing balance 1,300,000 1,300,000 580,000
Stock Option 3 [Member]      
Statement [Line Items]      
Grant date May 11, 2022 May 11, 2022 Mar. 19, 2021
Expiration date May 11, 2025 May 11, 2025 Mar. 19, 2024
Exercise price | (per share) $ 2.50   $ 3.60
Opening balance 0 0 0
Awarded 30,000 30,000 1,300,000
Closing balance 30,000 30,000 1,300,000
Total [Member]      
Statement [Line Items]      
Opening balance 2,780,000 2,780,000 3,625,001
Granted (Expired or Cancelled) (25,000) (25,000) (1,342,826)
Awarded 30,000 30,000 1,300,000
Exercised (875,000) (875,000) (802,175)
Closing balance 1,910,000 1,910,000 2,780,000
v3.23.2
Long term incentive plan (Details 1) - shares
12 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Stock Options 2 [Member]    
Statement [Line Items]    
Grant date May 11, 2022 Dec. 29, 2020
Actual / Estimated Vesting Date Jul. 14, 2022 Feb. 07, 2021
Expiration Date Jun. 30, 2023 Feb. 19, 2021
Granted (Expired or Cancelled) 0 0
Converted 0 (172,481)
Opening balance 0 0
Balance closing 30,000 0
Awarded 30,000 172,481
Stock Options 1 Employment [Member]    
Statement [Line Items]    
Grant date May 11, 2022 Dec. 29, 2020
Actual / Estimated Vesting Date Jul. 14, 2022 Feb. 07, 2021
Expiration Date Jun. 30, 2023 Aug. 19, 2021
Granted (Expired or Cancelled) 0 172,481
Converted 0 (172,481)
Opening balance 0 0
Balance closing 40,000 0
Awarded 40,000  
Stock Options 4 [Member]    
Statement [Line Items]    
Grant date   Mar. 19, 2021
Actual / Estimated Vesting Date   May 17, 2021
Expiration Date   Dec. 31, 2021
Granted (Expired or Cancelled)   150,000
Balance closing   150,000
Stock Options 3 [Member]    
Statement [Line Items]    
Grant date   Mar. 19, 2021
Actual / Estimated Vesting Date   Jun. 30, 2022
Expiration Date   Dec. 31, 2022
Granted (Expired or Cancelled)   125,000
Balance closing   125,000
Stock Options Milestone achieved [Member]    
Statement [Line Items]    
Grant date Mar. 19, 2021 Mar. 19, 2021
Actual / Estimated Vesting Date Jun. 30, 2022 Feb. 07, 2021
Expiration Date Dec. 31, 2022 Feb. 19, 2022
Granted (Expired or Cancelled) (125,000) 172,481
Converted 0 (172,481)
Opening balance 125,000 0
Balance closing 0 0
Stock Option (Total) [Member]    
Statement [Line Items]    
Granted (Expired or Cancelled) 70,000 992,443
Cancelled (125,000)  
Converted (150,000) (517,443)
Balance closing 270,000 475,000
Balance opening 475,000  
Stock Options Employment [Member]    
Statement [Line Items]    
Actual / Estimated Vesting Date Dec. 31, 2022 Dec. 31, 2022
Expiration Date Jun. 30, 2023 Jun. 30, 2023
Granted (Expired or Cancelled) 0 0
Converted 0 0
Opening balance 200,000 200,000
Balance closing 200,000 200,000
Stock Options 1 Milestone achieved [Member]    
Statement [Line Items]    
Granted (Expired or Cancelled) 0 0
Converted (150,000) (172,481)
Opening balance 150,000 0
Balance closing 0 0
v3.23.2
Long term incentive plan (Details Narrative)
1 Months Ended 12 Months Ended
Jul. 14, 2022
May 11, 2022
$ / shares
Dec. 31, 2022
Mar. 19, 2021
USD ($)
$ / shares
shares
Dec. 29, 2020
USD ($)
$ / shares
Jun. 30, 2022
USD ($)
$ / shares
shares
Jun. 30, 2021
USD ($)
$ / shares
shares
May 11, 2022
USD ($)
$ / shares
shares
Oct. 05, 2021
$ / shares
Apr. 12, 2021
$ / shares
Feb. 12, 2021
$ / shares
Statement [Line Items]                      
Number of stock options granted 70,000   200,000     517,443          
Converted into common shares           517,443          
Vesting period description             expiration whereby 33.33% was set to expire on each of Feb 16, 2021, August 16, 2021, and Feb 16, 2022        
Weighted average exercise price | (per share)                 $ 0.65 $ 0.65 $ 0.90
Stock unit outstanding           101,872,614 98,184,260        
RSUs [Member]                      
Statement [Line Items]                      
Weighted average expiration           1 year 1 year 4 months 24 days        
Weighted average until vesting           4 months 17 days 10 months 9 days        
Number of stock options granted   40,000     517,443 150,000          
Converted into common shares           123,518          
Reduction of capital | $           $ 70,190          
Stock unit issued           270,000 475,000        
Stock unit outstanding           270,000 475,000        
Share-based compensation | $           $ 342,880 $ 468,844        
Common shares received               40,000      
Fair value of RSUs | $         $ 364,852     $ 77,230      
Grant date market price | $ / shares         $ 0.71     $ 1.93      
Vesting date Description   July 14, 2022                  
RSUs One [Member]                      
Statement [Line Items]                      
Number of stock options granted   30,000   200,000              
Stock unit issued       200,000              
Common shares received               30,000      
Fair value of RSUs | $       $ 575,352       $ 57,922      
Grant date market price | $ / shares       $ 2.88       $ 1.93      
Vesting date   Jul. 14, 2022   Dec. 31, 2022              
RSUs Four [Member]                      
Statement [Line Items]                      
Number of stock options granted       150,000              
Stock unit issued       150,000              
Fair value of RSUs | $       $ 431,514              
Grant date market price | $ / shares       $ 2.88              
Vesting date       May 17, 2021              
RSUs Two [Member]                      
Statement [Line Items]                      
Stock unit issued       125,000              
Fair value of RSUs | $       $ 359,595              
Grant date market price | $ / shares       $ 2.88              
Vesting date       Jun. 30, 2023              
Stock Option [Member]                      
Statement [Line Items]                      
Weighted average expiration           1 year 8 months 27 days 2 years 1 month 24 days        
Stock options outstanding           1,910,000 2,780,000        
Market value | $ / shares       $ 2.88       $ 1.93      
Volatility rate   128.00%   130.00%              
Number of stock options granted   30,000   1,300,000              
Number of options exercisable           1,910,000 2,780,000        
Weighted average exercise price | $ / shares           $ 2.17 $ 1.73        
Stock options exercisable price | (per share)   $ 2.50   $ 3.60              
Option term   3 years   3 years              
Options granted, amount | $       $ 2,777,404       $ 43,050      
Risk free interest rate   2.74%   0.53%              
v3.23.2
Segmented Reporting (Details) - USD ($)
12 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2020
Revenues $ 0 $ 0 $ 0
Mine development expenses      
Mineral claims (Madagascar) 121,115 3,335 93,954
Payroll and benefits 5,976 0 0
Engineering and metallurgical (Canada, South Africa) 9,191 38,598 64,850
Consulting fees (Madagascar) (142,083) 265,635 0
Mine admin (Madagascar) 41,895 0 0
Travel 29,066 16,100 20,452
Commercial production success fee 0 0 0
Total mine development expenses 65,160 323,668 179,256
Exploration and evaluation expenses      
Mineral claims (Canada) 4,927 15,335 6,623
Mineral claims (Madagascar) 60,546 4,449 50,000
Exploration Camp and Admin (Madagascar) 112,482 27,031 9,487
Total exploration and evaluation expenses 177,955 46,815 66,110
General and administrative expenses      
Payroll and benefits 707,936 483,519 436,337
Consulting Fees 416,503 383,841 358,503
Legal Fees 65,291 99,316 29,344
Professional Fees 215,481 155,108 95,397
Public filing expenses 134,674 163,533 95,130
Travel expenses 81,748 23,399 34,004
Insurance expenses 124,498 30,816 22,624
Rent expenses 7,141 19,857 19,111
Office and admin 176,020 37,412 23,637
Total general and administrative expenses 1,929,292 1,396,801 1,114,087
Share-based compensation 385,930 3,744,172 0
Amortization of plant and equipment 35,040 6,592 6,053
Finance costs 11,980 1,317 0
Flow through provision (gain) or loss (28,385) (146,814) 0
Foreign currency translation (gain) loss 87,543 101,252 3,552
Interest (income) (191) (104) 0
Interest expense 32 273 2,098
Foreign taxes 26 92 772
Sub-total before other items 2,664,382 5,474,064 1,371,928
Government assistance 0 0 (7,353)
Realized gain on disposal of asset (2,530) 0 0
Change in value of royalty obligation 495,704 0 0
Change in value of warrant liability (19,229,287) 36,486,420 (386,940)
Change in value of production obligation (48,472) 0 0
Net loss for the year (16,120,203) 41,960,484 977,635
Translation adjustment for foreign operations 76,154 134,639 3,196
Net income (loss) and comprehensive income (loss) for the year $ 16,196,357 $ (41,825,845) $ (974,439)
v3.23.2
Segmented Reporting (Details 1) - USD ($)
Jun. 30, 2022
Jun. 30, 2021
Statement [Line Items]    
Cash and cash equivalents $ 9,793,253 $ 22,437,086
Amounts receivable 193,471 17,007
Prepaid expenses 96,792 52,974
Property, plant and equipment 18,652,394 4,337,161
Total assets 29,297,860 26,919,591
Canada [Member]    
Statement [Line Items]    
Cash and cash equivalents 9,641,083 22,422,783
Amounts receivable 491,373 92,344
Deposit 181,161  
Prepaid expenses 90,873 52,428
Property, plant and equipment 17,406,001 713,197
Total assets 27,810,491 23,280,752
Mauritius [Member]    
Statement [Line Items]    
Cash and cash equivalents 61,010 1,130
Amounts receivable 21,653 0
Deposit 0  
Prepaid expenses 0 0
Property, plant and equipment 1,407 0
Total assets 84,070 1,130
Madagascar [Member]    
Statement [Line Items]    
Cash and cash equivalents 91,160 13,173
Amounts receivable 61,234 26
Deposit 0  
Prepaid expenses 5,919 546
Property, plant and equipment 1,244,986 3,623,964
Total assets 1,403,299 3,637,709
Total [Member]    
Statement [Line Items]    
Cash and cash equivalents 9,793,253 22,437,086
Amounts receivable 574,260 92,370
Deposit 181,161  
Prepaid expenses 96,792 52,974
Property, plant and equipment 18,652,394 4,337,161
Total assets $ 29,297,860 $ 26,919,591
v3.23.2
Related Party Transactions (Details) - USD ($)
12 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2020
Statement [Line Items]      
Payroll and benefits $ 5,976 $ 0 $ 0
Professional fees 215,481 155,108 95,397
Share-based compensation 385,930 3,744,172 $ 0
Related Parties Transaction [Member]      
Statement [Line Items]      
Payroll and benefits 452,631 448,984  
Consulting fees 339,612 341,541  
Professional fees 27,506 35,946  
Share-based compensation 385,930 3,744,172  
Total $ 1,205,679 $ 4,570,643  
v3.23.2
Related Party Transactions (Details 1) - USD ($)
Jun. 30, 2022
Jun. 30, 2021
Related Party Transactions    
Amounts receivable $ 193,471 $ 17,007
Prepaid expenses 0 6,949
Accrued liabilities $ 35,257 $ 64,503
v3.23.2
Capital Management (Details Narrative) - USD ($)
Aug. 17, 2022
Jun. 30, 2022
Jun. 30, 2021
Working capital deficit   $ (13,868,626) $ (24,147,490)
Warrant derivative liabilities   21,689,490 45,380,933
Working capital surplus   7,820,864 $ 21,233,443
Royalty $ 3,000,000.0    
Capitalized or prepaid construction costs   16,200,000  
Remaining construction   7,800,000  
Working capital investments   6,300,000  
Capital coast   $ 24,000,000.0  
v3.23.2
Financial Instruments and Risk Management (Details) - USD ($)
Jun. 30, 2022
Jun. 30, 2021
Cash and cash equivalents (CAD) $ 1,341,893 $ 1,011,996
Cash and cash equivalents (MGA) 62,433 1,698
Amounts receivable (CAD) 319,555 73,707
Amounts receivable (MGA) 61,234 26
Accounts payable and accrued liabilities (CAD) 124,023 137,329
Accounts payable and accrued liabilities (MGA) (203,028) (30,574)
Accounts payable and accrued liabilities (ZAR) (48,773) 0
Accounts payable and accrued liabilities (EUR) 0 (166,869)
Provisions (CAD) 727,051 738,022
Net foreign exchange exposure in USD 682,240 14,633
Impact of 10% change in foreign exchange rates $ 68,224 $ 1,463
v3.23.2
Financial Instruments and Risk Management (Details Narrative) - USD ($)
12 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Statement [Line Items]    
Cash and cash equivalents $ 9,793,253 $ 22,437,086
Current liabilities $ 2,643,441 1,348,987
Contractual maturities 12 months  
Warrant derivative liabilities $ 21,689,490 45,380,933
Warrants liabilities 21,689,490 45,380,933
Foreign exchange rates $ 68,224 $ 1,463
Molo Graphite Mine construction [Member]    
Statement [Line Items]    
Working capital requirements, monthly 12 months  
v3.23.2
Income Taxes (Details) - USD ($)
12 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2020
Statement [Line Items]      
Net income (loss) for the year before recovery of income taxes $ 16,120,203 $ (41,960,484) $ (977,635)
Income Tax [member]      
Statement [Line Items]      
Net income (loss) for the year before recovery of income taxes 16,120,203 (41,960,484)  
Expected income tax (recovery) expense 4,271,860 (11,119,530)  
Non-deductible expenses and other (30,060) 0  
Share cost of issue booked to equity 0 (30,060)  
Share based compensation 102,270 992,210  
Change in value of warrant liability 5,108,610 (9,668,900)  
Difference in foreign tax rates 172,620 63,830  
Change in tax benefits not recognized 531,800 424,650  
Income tax (recovery) expense $ 0 $ 0  
v3.23.2
Income Taxes (Details 1) - USD ($)
Jun. 30, 2022
Jun. 30, 2021
Deferred tax assets    
Operating tax losses carried forward $ 71,230 $ 54,590
Non-Canadian operating tax losses carried forward 9,210 0
Capital lease obligation 17,490 0
Royalty obligation 0 318,060
Share cost of issue 0 387,770
Subtotal of deferred tax assets 97,930 760,420
Deferred tax liabilities    
Property, plant, and equipment (26,700) 0
Royalty receivable (71,230) (760,420)
Subtotal of deferred tax liabilities 97,930 760,420
Net deferred tax liability $ 0 $ 0
v3.23.2
Income Taxes (Details 2) - USD ($)
Jun. 30, 2022
Jun. 30, 2021
Statement [Line Items]    
Non-Canadian operating tax losses carried forward $ 9,210 $ 0
Property, plant and equipment 18,652,394 4,337,161
Income Tax [member]    
Statement [Line Items]    
Canadian operating tax losses carried forward 27,271,150 25,041,650
Non-Canadian operating tax losses carried forward 1,506,390 1,465,890
Property, plant and equipment 2,242,280 188,560
Share and debt issuance cost 1,088,970 0
Capital losses carried forward 54,160 53,000
Tax credits 31,550 0
Canadian resource pools - mineral properties 0 3,754,990
Unrecognized deferred tax assets $ 32,194,500 $ 30,504,090
v3.23.2
Income Taxes (Details 3)
Jun. 30, 2021
USD ($)
2027 [Member]  
Statement [Line Items]  
Canadian operating tax losses carry-forward $ 582,990
2028 [Member]  
Statement [Line Items]  
Canadian operating tax losses carry-forward 825,960
2029 [Member]  
Statement [Line Items]  
Canadian operating tax losses carry-forward 835,300
2030 [Member]  
Statement [Line Items]  
Canadian operating tax losses carry-forward 1,413,130
2031 [Member]  
Statement [Line Items]  
Canadian operating tax losses carry-forward 1,991,290
2032 [Member]  
Statement [Line Items]  
Canadian operating tax losses carry-forward 2,545,640
2033 [Member]  
Statement [Line Items]  
Canadian operating tax losses carry-forward 2,122,930
2034 [Member]  
Statement [Line Items]  
Canadian operating tax losses carry-forward 2,583,920
2035 [Member]  
Statement [Line Items]  
Canadian operating tax losses carry-forward 2,057,840
2036 [Member]  
Statement [Line Items]  
Canadian operating tax losses carry-forward 1,480,630
2037 [Member]  
Statement [Line Items]  
Canadian operating tax losses carry-forward 3,107,930
2038 [Member]  
Statement [Line Items]  
Canadian operating tax losses carry-forward 941,970
2039 [Member]  
Statement [Line Items]  
Canadian operating tax losses carry-forward 1,819,670
2040 [Member]  
Statement [Line Items]  
Canadian operating tax losses carry-forward 1,409,880
2041 [Member]  
Statement [Line Items]  
Canadian operating tax losses carry-forward 1,854,680
2042 [Member]  
Statement [Line Items]  
Canadian operating tax losses carry-forward 1,697,390
Total [Member]  
Statement [Line Items]  
Canadian operating tax losses carry-forward $ 27,271,150
v3.23.2
Income Taxes (Details Narrative)
12 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Federal provincial income tax rate 26.50% 26.50%
v3.23.2
Subsequent events (Details Narrative)
1 Months Ended 12 Months Ended
Jul. 14, 2022
Jun. 30, 2023
USD ($)
Feb. 28, 2023
USD ($)
Dec. 31, 2022
Oct. 31, 2022
USD ($)
$ / shares
shares
Aug. 17, 2022
USD ($)
Jun. 30, 2022
USD ($)
shares
Jun. 30, 2021
USD ($)
shares
Jun. 30, 2020
USD ($)
shares
Jul. 28, 2022
shares
Statement [Line Items]                    
Common shares for gross proceeds             $ 0 $ 19,976,571 $ 998,620  
Common shares | shares             101,872,614 98,184,260    
Borrowing rate and renewals description     incremental borrowing rate of 11.5% for the Mauritius BAF industrial lease, which has an initial term of 20 years plus a renewal of 5 years. The lease is payable annually in USD and as of March 31,2023, had a remaining term of 24.9 years              
Initial annual lease     $ 1,338,637              
Number of stock options granted 70,000     200,000     517,443      
Common Stock, Shares issued | shares         23,214,286          
Common Stock, Shares exercised | shares         23,214,286          
Asset and lease obligation     $ 12,125,134              
Common shares Converted   $ 184,107                
Common shares were forfeited   85,893                
Vesting shares   $ 160,000                
Gross proceeds from issuance of shares         $ 17,002,227   $ 127,377,519 $ 120,491,932    
Top [Member]                    
Statement [Line Items]                    
Lease percentage     3.00%              
Bottom [Member]                    
Statement [Line Items]                    
Lease percentage     0.00%              
Number of Common Shares                    
Statement [Line Items]                    
Common shares for gross proceeds           $ 3.0        
Granted shares | shares             101,872,614 98,184,260 53,649,481 160,000
Common shares | shares                   160,000
Exercise Price | $ / shares         $ 1.00          

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