NMG Pays Accrued Interests

Key Terms

private placement financial

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

unsecured convertible note financial

An unsecured convertible note is a loan a company takes from investors that has no collateral backing it and can later be exchanged for the company’s shares instead of being repaid in cash. Think of it as an IOU that can be swapped for ownership: it matters because lack of collateral raises the risk of loss if the company fails, while the conversion feature can lead to upside if the company’s value rises and to share dilution for existing owners.

transaction with a related party regulatory

A transaction with a related party is any deal a company makes with people or entities that have a close connection to the company, such as executives, board members, major shareholders, family members, or affiliated companies. Investors care because these deals can be biased or priced differently from normal market deals — like buying goods from a family member instead of a store — which can affect fairness, profits and the reliability of the company’s financial picture.

regulation 61-101 regulatory

Regulation 61-101 is a Canadian securities rule that sets special disclosure, review and shareholder-approval requirements for significant related-party or major transactions, like takeovers, large asset sales, or deals with insiders. It matters to investors because it forces companies to provide independent valuations, extra notice and fairness safeguards—like a referee and a second opinion—so minority holders get clearer information and protection when big or potentially conflicted deals are proposed.

market capitalization financial

Market capitalization is the total market value of a company’s outstanding shares, calculated by multiplying the current share price by the number of shares issued. It gives a quick snapshot of a company’s size and how investors value it, influencing perceived risk, index membership, and roughly how much it might cost to buy the whole company — like using a sticker price to compare the relative size and price of different houses.

hold period regulatory

A hold period is a specific span of time during which an investor is required or expected to keep a security or asset and cannot freely sell it or realize its value. It matters because it limits liquidity and can affect tax treatment, risk exposure and timing of gains or losses—like a cooling-off or fixed-term commitment that prevents you from quickly cashing out even if market conditions change.

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MONTRÉAL--(BUSINESS WIRE)-- Nouveau Monde Graphite Inc. (“NMG” or the “Company”) (NYSE: NMG, TSX: NOU) announces the payment of accrued interests as part of a previously announced private placement.

Settlement of Accrued Interests

Upon the approval of the Toronto Stock Exchange and the New York Stock Exchange (the “Exchanges”), the accrued interests owed to Investissement Québec (“Holder”) for the second quarter of 2026 under the unsecured convertible note, as amended and restated, (the “Note”) issued in connection with the private placement announced by press release dated November 8, 2022, will be deemed paid.

227,924 common shares at a price of US$1.48 (each, a “Common Share”) representing an aggregate amount of US$337,328 will be issued and share certificates will be delivered to the Holder at the maturity, conversion or redemption of the Note in payment of the accrued interests due on June 30, 2026, for the second quarter of the year. The issuance of Common Shares is subject to the approval of the Exchanges and, when issued, will be subject to a hold period of four (4) months and one day.

The payment of interest in the form of Common Shares of the Corporation takes place in favor of Investissement Québec, a holder of more than 10% of the securities of the Company, which constitutes a “transaction with a related party” within the meaning of Regulation 61-101 on measures to protect minority holders during specific transactions (“Regulation 61-101”). However, the directors of the Company, who voted, have determined that the exemptions from the official valuation obligation and the approval of minority holders, provided for in sections 5.5 a) and 5.7 1) a) of Regulation 61-101 respectively, may be invoked as neither the fair market value of the shares issued to this insider nor the fair market value of the consideration paid does not exceed 25% of the market capitalization of the Company. No director of the Company has expressed a contrary opinion or disagreement in connection with the foregoing.

About Nouveau Monde Graphite

Nouveau Monde Graphite is an integrated company developing responsible mining and advanced processing operations to supply the global economy with carbon-neutral advanced graphite materials. The Company is developing in Québec, Canada, a fully integrated ore-to-processed graphite value chain to serve tomorrow’s industries in energy, advanced technology, and manufacturing. With recognized ESG standards and structuring partnerships with major customers, NMG is set to become a strategic supplier of advanced materials to leading specialized manufacturers while promoting sustainability, innovation, and supply chain traceability. www.NMG.com

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Cautionary Note Regarding Forward-Looking Information

This press release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws (collectively, “forward-looking statements”). All statements other than statements of historical fact are forward-looking statements.

These statements include, but are not limited to, statements regarding the scheduled payment of interest on the Note, the Company’s ability to meet its obligations through the determined expiry date of the Note, the potential conversion of the Note into common equity, the Company’s future financial liquidity, cash flows, and operational performance.

Forward-looking statements are based on current estimates, assumptions, and beliefs of management. They involve known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those expressed or implied.

Risk factors that could impact the Note and the interests payables under such Note include, among others, the Company’s ability to generate sufficient cashflow from operations to service the payment of the interest in cash or in common shares, the fluctuations in the market price of the Company’s common shares, which may prevent the conversion criteria from being met and force the debt to remain outstanding until maturity, and availability of sufficient cash reserves or refinancing options to repay the full principal and accrued interest, in cash or in common shares, upon the expiry date.

A further description of risks and uncertainties can be found in NMG’s Annual Information Form dated March 25, 2026, including in the section thereof captioned “Risk Factors”, which is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Unpredictable or unknown factors not discussed in this Cautionary Note could also have material adverse effects on forward-looking statements.

There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. The Company disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

Further information regarding the Company is available in the SEDAR+ database (www.sedarplus.ca), and for United States readers on EDGAR (www.sec.gov), and on the Company’s website at: www.NMG.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260701621417/en/

Media
Juliana Salaun
Director, communications and public relations
jsalaun@nmg.com

Investors
Marc Jasmin
Director, Investor relations
+1-450-757-8905 #993
mjasmin@nmg.com

Source: Nouveau Monde Graphite Inc.