Nouveau Monde (NYSE: NMG) OKs major share issues and 7-year Canada graphite offtake

Rhea-AI Filing Summary

Nouveau Monde Graphite reports that shareholders overwhelmingly approved all items at its annual and special meeting, including major equity financings and warrant changes, and that it has signed a definitive offtake agreement with the Government of Canada.

Disinterested shareholders approved private placements at US$1.84 per share to Investissement Québec (33,351,853 common shares), Canada Growth Fund Inc. (44,452,460 shares) and ENI International B.V. (38,043,478 shares). In total, these issuances represent more than 25% of the current common shares on a non-diluted basis and were approved despite being at a 19.56% discount to the five-day volume-weighted average price on the Toronto Stock Exchange on April 9, 2026.

Shareholders also authorized amendments to IQ and CGF warrant certificates, each covering 19,841,269 warrants, to extend their expiry to December 20, 2030 and allow potential holdings above 20% of outstanding common shares. Separately, NMG and the Government of Canada, through Public Services and Procurement Canada, executed a binding seven-year, take-or-pay offtake for 30,000 tonnes per year of graphite concentrate from the Phase 2 Matawinie Mine at a North American fixed price with an upside-sharing mechanism.

Insights

Equity capital markets analyst

Shareholders back large discounted placements and long-term Canada offtake, reshaping NMG’s capital and revenue profile.

Nouveau Monde Graphite secured strong shareholder support for sizeable private placements to Investissement Québec, Canada Growth Fund and ENI at US$1.84 per share. The approved issuances exceed 25% of current common shares and are priced at a 19.56% discount to the referenced five-day TSX VWAP, implying meaningful equity dilution and the potential creation of new control positions above 20%.

At the same time, shareholders endorsed extending the expiry of 19,841,269 IQ warrants and 19,841,269 CGF warrants to December 20, 2030, and authorized share issuance on exercise and note conversion that could further increase ownership concentration. These measures, if completed as described, strengthen access to long-term strategic capital but increase leverage of key institutional partners over the issuer’s equity structure.

The definitive, seven-year, take-or-pay offtake with the Government of Canada for 30,000 tonnes per annum of graphite concentrate from the Phase 2 Matawinie Mine provides contracted demand at a North American fixed price with upside-sharing on resale. Execution of mine construction, commissioning and regulatory approvals, as outlined in the forward-looking statements, will determine how fully NMG can translate these financing and offtake frameworks into operating cash flows.

Key Figures

IQ private placement size: 33,351,853 shares at US$1.84 CGF private placement size: 44,452,460 shares at US$1.84 ENI private placement size: 38,043,478 shares at US$1.84 +5 more

8 metrics

IQ private placement size 33,351,853 shares at US$1.84 Common shares to be issued to Investissement Québec on a private placement basis

CGF private placement size 44,452,460 shares at US$1.84 Common shares to be issued to Canada Growth Fund Inc. on a private placement basis

ENI private placement size 38,043,478 shares at US$1.84 Common shares to be issued to ENI International B.V. on a private placement basis

Discount to VWAP 19.56% Discount to five-day VWAP of NMG shares on TSX on April 9, 2026

Aggregate placement scale >25% of shares New shares from Private Placements relative to current common shares on a non-diluted basis

IQ and CGF warrants 19,841,269 each Number of common share purchase warrants held by IQ and CGF with expiry extended to December 20, 2030

Offtake volume 30,000 tonnes per annum Graphite concentrate from Phase 2 Matawinie Mine under Canada offtake

Offtake term 7 years Duration of take-or-pay offtake with Government of Canada from start of commercial production

Key Terms

Private Placements, take-or-pay, warrants, convertible note, +2 more

6 terms

Private Placements financial

"Shareholders adopted all resolutions submitted for their approval, including the private placements (collectively, the “Private Placements”) to the Government of Québec via Investissement Québec"

Private placements are sales of a company’s securities—such as shares or bonds—directly to a small group of selected investors rather than to the general public. Think of it like a private sale to a few buyers who negotiate terms, and it matters to investors because it changes a company’s cash position, can dilute existing ownership, alter control or voting power, and may affect share liquidity and market value when those securities eventually reach public markets.

take-or-pay financial

"The agreement covers a seven-year term as of the start of commercial production on a take-or-pay basis, with a North American fixed price"

A take-or-pay clause is a contract term that requires a buyer to either take delivery of an agreed amount of a product or pay a penalty if they do not. For investors, it matters because it creates predictable revenue for the seller—like a subscription fee that must be paid whether fully used or not—reducing sales volatility but also introducing counterparty risk if the buyer’s ability to pay is uncertain.

warrants financial

"representing 19,841,269 warrants of common shares in the capital of the Corporation (the “IQ Warrants”) to (i) extend the expiry date"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

convertible note financial

"conversion of an unsecured convertible note of the Corporation dated November 8, 2022, as amended and restated on October 27, 2025 in favor of IQ"

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

disinterested shareholders regulatory

"was adopted by a majority of the votes cast by disinterested shareholders who voted in respect of the resolution present or represented by proxy"

Disinterested shareholders are investors who have no special personal, financial, or family ties to a specific corporate transaction or decision and therefore stand to gain or lose only through their ordinary ownership of the company. They matter because many important votes and fairness assessments rely on the views of these impartial owners—think of them as jurors in a trial—so their approval or opposition can determine whether deals are accepted and whether a process is seen as fair to all investors.

offtake agreement financial

"have signed the definitive binding offtake agreement for the supply, storage and marketing of 30,000 tonnes per annum of graphite concentrate"

A contract in which a buyer commits to purchase a set portion or percentage of a producer’s future output—such as minerals, energy, agricultural goods, or manufactured products—often over a multi‑year period. It matters to investors because it creates predictable sales and cash flow, reduces the risk of unsold inventory, and can make projects easier to finance; think of it like pre‑selling future harvests or securing long‑term customers before production begins.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Nouveau Monde Graphite (NMG) shareholders approve at the May 2026 meeting?

Shareholders approved all resolutions, including electing eight directors, appointing PricewaterhouseCoopers LLP as auditor, authorizing large private placements to Investissement Québec, Canada Growth Fund and ENI, extending key warrants to December 20, 2030, and allowing certain investors to exceed 20% ownership.

How large are the approved private placements for NMG and at what price?

Shareholders approved issuing 44,452,460 common shares to Canada Growth Fund, 33,351,853 shares to Investissement Québec and 38,043,478 shares to ENI, each at US$1.84 per share. Collectively, these new shares represent more than 25% of NMG’s current outstanding common shares on a non-diluted basis.

What is the discount on NMG’s private placement price versus the market?

The private placements at US$1.84 per common share reflect a 19.56% discount to the five-day volume-weighted average trading price of NMG’s shares on the Toronto Stock Exchange as of April 9, 2026. This discount was disclosed as part of the shareholder approval process.

What changes were approved to NMG’s warrants held by IQ and Canada Growth Fund?

Shareholders authorized amendments to warrant certificates held by Investissement Québec and Canada Growth Fund covering 19,841,269 warrants each. The expiry dates will be extended from December 20, 2024 to December 20, 2030, along with additional housekeeping amendments defined in the circular.

What is included in NMG’s offtake agreement with the Government of Canada?

NMG and the Government of Canada, via Public Services and Procurement Canada, signed a binding offtake for 30,000 tonnes per annum of graphite concentrate from the Phase 2 Matawinie Mine. The seven-year, take-or-pay contract uses a North American fixed price plus an upside-sharing mechanism on resale proceeds.

Can Investissement Québec and Canada Growth Fund become control persons of NMG?

Shareholders approved a resolution authorizing, among other things, the exercise of IQ and CGF warrants and conversion of an unsecured convertible note that would permit Investissement Québec and/or Canada Growth Fund Inc. each to hold more than 20% of NMG’s outstanding common shares on a non-diluted basis.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026
Commission File Number: 001-40416

Nouveau Monde Graphite Inc.
(Translation of registrant’s name into English)

481 rue Brassard
Saint-Michel-des-Saints, Quebec
Canada J0K 3B0

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F   ¨ Form 40-F  x

DOCUMENTS TO BE FILED AS PART OF THIS FORM 6-K

99.1	Report of Voting Results dated May 13, 2026
99.2	Press Release dated May 13, 2026

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

	Nouveau Monde Graphite Inc.
	(Registrant)
Date:  May 14, 2026	/s/ Josée Gagnon
	Josée Gagnon
	Vice President, Legal Affairs & Corporate Secretary

Exhibit 99.1

SPECIAL AND Annual General Meeting of Shareholders

MAY 13, 2026

REPORT OF VOTING RESULTS
in accordance with section 11.3 of Regulation 51-102 respecting Continuous Disclosure Obligations

Following the special and annual general meeting of shareholders of Nouveau Monde Graphite Inc. (the “Corporation”) held on May 13, 2026 (the “Meeting”), we hereby advise you of the results of the votes cast at the Meeting.

1. Election of Directors

Based on the proxies received and the votes cast at the Meeting, the following individuals were elected as directors of the Corporation until the next annual shareholders’ meeting. Accordingly, the results are set out below:

Name of Nominee		Outcome		Votes in Favor				% Votes in Favor				Votes Against				% Votes Against
Daniel Buron		Elected			106,718,657				99.84	%			171,599				0.16	%
Eric Desaulniers		Elected			106,732,707				99.85	%			157,549				0.15	%
Paola Farnesi		Elected			106,677,140				99.80	%			213,118				0.20	%
Édith Jacques		Elected			106,680,678				99.80	%			209,580				0.20	%
Hubert T. Lacroix		Elected			106,717,867				99.84	%			172,389				0.16	%
Stéphane Leblanc		Elected			106,678,666				99.80	%			211,592				0.20	%
Nathalie Pilon		Elected			106,686,835				99.81	%			204,423				0.19	%
Chantal Sorel		Elected			106,666,952				99.79	%			223,306				0.21	%

2. Appointment of the External Auditor and Authorization Given to Directors to set its Compensation

Based on the proxies received and the votes cast at the Meeting, PricewaterhouseCoopers L.L.P. was appointed as an external auditor of the Corporation for the ensuing year and the directors were authorized to set its compensation, with the following results:

Votes in Favor				% Votes in Favor				Votes Withheld				% Votes Withheld
	112,664,827				99.86	%			162,224				0.14	%

3. Issuance of Common Shares to Investissement Québec

Based on the proxies received and the votes cast at the Meeting, the resolution authorizing, among other things, the Corporation to issue to Investissement Québec (“IQ”) 33,351,853 common shares in the capital of the Corporation (each, a “Common Share”), on a private placement basis, at a price of US$1.84 per Common Share (the “IQ Private Placement”), the whole pursuant to the subscription agreement dated April 9, 2026 between the Corporation and IQ, was adopted by a majority of the votes cast by disinterested shareholders who voted in respect of the resolution present or represented by proxy at the Meeting (excluding the votes attached to, in the aggregate, 25,637,260 Common Shares beneficially owned, or controlled or directed, directly or indirectly, by IQ), with the following results:

Votes in Favor				% Votes in Favor				Votes Against				% Votes Against
	80,927,383				99.60	%			325,614				0.40	%

4. Issuance of Common Shares to Canada Growth Fund Inc.

Based on the proxies received and the votes cast at the Meeting, the resolution authorizing, among other things, the Corporation to issue to Canada Growth Fund Inc. (“CGF”) 44,452,460 Common Shares, on a private placement basis, at a price of US$1.84 per Common Share (collectively with the IQ Private Placement, the “Related Party Private Placements”), the whole pursuant to the subscription agreement dated April 9, 2026 entered into between the Corporation and CGF, was adopted by a majority of the votes cast by disinterested shareholders who voted in respect of the resolution present or represented by proxy at the Meeting (excluding the votes attached to, in the aggregate, 19,841,269 Common Shares beneficially owned, or controlled or directed, directly or indirectly, by CGF), with the following results:

Votes in Favor				% Votes in Favor				Votes Against				% Votes Against
	86,739,893				99.64	%			309,093				0.36	%

5. Private Placements

Based on the proxies received and the votes cast at the Meeting, the resolution authorizing, among other things, the Corporation to issue 44,452,460 Common Shares to CGF, 33,351,853 Common Shares to IQ and 38,043,478 Common Shares to ENI International B.V. (“ENI”), on a private placement basis, at a price of US$1.84 per Common Share (collectively, the “Private Placements”), (i) which Common Shares to be issued pursuant to the Private Placements represent, in the aggregate, (A) more than 25% of the current number of Common Shares issued and outstanding, on a non-diluted basis, and (B) a 19.56% discount to the five-day volume weighted average price of the Common Shares on the Toronto Stock Exchange on April 9, 2026, and (ii) which Common Shares to be issued pursuant to the Related Party Private Placements represent more than 10% of the current number of Common Shares issued and outstanding, the whole pursuant to subscription agreements dated April 9, 2026 between the Corporation and each of ENI, CGF and IQ, was adopted by a majority of the votes cast by disinterested shareholders who voted in respect of the resolution present or represented by proxy at the Meeting (excluding the votes attached to, in the aggregate, 25,637,260 and 19,841,269 Common Shares beneficially owned, or controlled or directed, directly or indirectly, by IQ and CGF respectively), with the following results:

Votes in Favor				% Votes in Favor				Votes Against				% Votes Against
	61,061,612				99.43	%			350,116				0.57	%

6. Amendments to Outstanding Warrants

Based on the proxies received and the votes cast, the resolution authorizing, among other things, the Corporation to enter into:

(a) an amended and restated warrant certificate amending the warrant certificate with IQ dated December 20, 2024, representing 19,841,269 warrants of common shares in the capital of the Corporation (the “IQ Warrants”) to (i) extend the expiry date of the IQ Warrants to December 20, 2030, and (ii) make any additional housekeeping amendments; and

(b) an amended and restated warrant certificate amending the warrant certificate with CGF dated December 20, 2024 and representing 19,841,269 purchase warrants of common shares in the capital of the Corporation (the “CGF Warrants”) to (i) extend the expiry date of the CGF Warrants to December 20, 2030, and (ii) make any additional housekeeping amendments,

was adopted by a majority of the votes cast by disinterested shareholders who voted in respect of the resolution present or represented by proxy at the Meeting (excluding the votes attached to, in the aggregate, 25,637,260 and 19,841,269 Common Shares beneficially owned, or controlled or directed, directly or indirectly, by IQ and CGF respectively), with the following results:

Votes in Favor				% Votes in Favor				Votes Against				% Votes Against
	61,050,925				99.41	%			360,804				0.59	%

7. Potential Additional Issuances

Based on the proxies received and the votes cast at the Meeting, the resolution authorizing, among other things, the potential exercise of the IQ Warrants and CGF Warrants and conversion of an unsecured convertible note of the Corporation dated November 8, 2022, as amended and restated on October 27, 2025 in favor of IQ, that would allow IQ and/or CGF to hold more than 20% of the Common Shares issued and outstanding, on a non-diluted basis, was adopted by a majority of the votes cast by disinterested shareholders who voted in respect of the resolution present or represented by proxy at the Meeting (excluding the votes attached to, in the aggregate, 25,637,260 and 19,841,269 Common Shares beneficially owned, or controlled or directed, directly or indirectly, by IQ and CGF respectively), with the following results:

Votes in Favor				% Votes in Favor				Votes Against				% Votes Against
	61,045,160				99.40	%			366,566				0.60	%

Exhibit 99.2

PRESS RELEASE

For immediate release

NMG Discloses Annual General & Special Meeting Voting Results and Announces the Signature of Definitive Offtake Agreement with the Government of Canada

+ Appointment of the directors and adoption of all resolutions submitted to shareholders

+ Approval by NMG shareholders of private placement for an aggregate amount of approximately US$213M by Canada Growth Fund Inc., the Government of Québec via Investissement Québec and ENI International B.V.

+ Signature of the definitive offtake agreement with the Government of Canada

MONTRÉAL, CANADA, May 13, 2026 – Nouveau Monde Graphite Inc. (“NMG” or the “Company”) (NYSE: NMG, TSX: NOU) held its virtual Annual General and Special Meeting of Shareholders (the “Meeting”) today which was supplemented with a corporate presentation on market perspectives and on the Company’s development of the Phase-2 Matawinie Mine and the progress on the Bécancour Battery Material Plant project.

Eric Desaulniers, Founder, President, and CEO of NMG, declared: “We are very pleased with the signing of this binding offtake with the Government of Canada which, in combination with other offtakes already signed with Traxys and Panasonic Energy will allow for a healthy diversification of our sales mix by addressing the needs of key flake graphite markets, namely, the lithium-ion battery market, refractory bricks and specialty applications. We are especially proud to be part of the Government’s vision to maintain and broaden Canada’s leadership role in supplying our G7 allies which will surely translate over time into new business opportunities for NMG in support of our future growth. We’d also like to welcome to the Board the newly appointed experienced executive, Mr. Hubert T. Lacroix, as Director of NMG! I take this opportunity to thank again the other Directors who were re-elected today at the shareholders’ meeting for all their support and contribution to the Company’s sound governance.”

Daniel Buron, Chair of NMG, stated: “On behalf of the Board of Directors, I am pleased to welcome you as our newest Board member. Your experience, leadership, and perspective will be a valuable addition to our Board as we continue to guide and support the organization’s mission and strategic priorities. We are confident that your contributions will strengthen our discussions and decision-making processes.”

Matters Voted upon at the Meeting and Results

Shareholders adopted all resolutions submitted for their approval, including the private placements (collectively, the “Private Placements”) to the Government of Québec via Investissement Québec (“IQ”), Canada Growth Fund Inc. (“CGF”) and ENI International B.V. (“ENI”), in each case at a price of US$1.84 per common share in the capital of the Company (the “Common Shares”) as previously announced by the Company on April 9, 2026. The complete voting results for each item of business are as follows:

ELECTION OF DIRECTORS

Each of the eight nominees listed in the Company’s management information circular dated April 22, 2026 (the “Circular”) provided in connection with the Meeting were elected as directors of the Company.

Name of Nominees		Votes in Favor			% Votes in Favor			Votes Against			% Votes Against
Daniel Buron		106,718,657			99.84	%		171,599			0.16	%
Eric Desaulniers		106,732,707			99.85	%		157,549			0.15	%
Paola Farnesi		106,677,140			99.80	%		213,118			0.20	%
Édith Jacques		106,680,678			99.80	%		209,580			0.20	%
Hubert T. Lacroix		106,717,867			99.84	%		172,389			0.16	%
Stéphane Leblanc		106,678,666			99.80	%		211,592			0.20	%
Nathalie Pilon		106,686,835			99.81	%		204,423			0.19	%
Chantal Sorel		106,666,952			99.79	%		223,306			0.21	%

Appointment and Compensation of pricewaterhouse coopers LLP as Auditor

PricewaterhouseCoopers LLP is appointed as the auditor of the Company to hold office until the close of the next annual meeting of the Company and the directors are authorized to set its compensation.

Votes in Favor				% Votes in Favor				Votes Withheld				% Votes Withheld
	112,664,827				99.86	%			162,224				0.14	%

PRIVATE PLACEMENTS, WARRANT AMENDMENTS AND NEW CONTROL PERSONS

The resolutions set out in Schedule “A”, “B”, “C”, “D” and “E” of the Circular related to the Private Placements, certain amendments to outstanding warrants of the Company to acquire Common Shares held by each of IQ and CGF and the authorization for IQ and/or CGF to hold more than 20% of the Common Shares issued and outstanding, on a non-diluted basis, are adopted with the following results:

		in Favor						Against
Resolutions		Votes			%			Votes			%
IQ private placement (as set out in Schedule “A” of the Circular)		80,927,383			99.60	%		325,614			0.40	%
CGF private placement (as set out in Schedule “B” of the Circular)		86,739,893			99.64	%		309,093			0.36	%
IQ, CGF and ENI private placement (as set out in Schedule “C” of the Circular)		61,061,612			99.43	%		350,116			0.57	%
Amendment of IQ and CGF warrants (as set out in Schedule “D” of the Circular)		61,050,925			99.41	%		360,804			0.59	%
Authorization for each of CGF and IQ to hold more than 20% of the Common Shares (as set out in Schedule “E” of the Circular)		61,045,160			99.40	%		366,566			0.60	%

Details of the voting results on all matters considered at the Meeting are available in the Company’s report of voting results, which is available under NMG’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Warrant Amendments

As more fully set forth in the Circular, the Company intends to amend each of (a) the warrant certificate dated December 20, 2024 issued to CGF and representing warrants to purchase 19,841,269 Common Shares (the “CGF Warrants”) to (i) extend the expiry date of such CGF Warrants to December 20, 2030, and (ii) make certain additional housekeeping amendments and (b) the warrant certificate dated December 20, 2024 issued to IQ and representing warrants to purchase 19,841,269 Common Shares (the “IQ Warrants”) to (i) extend the expiry date of such IQ Warrants to December 20, 2030, and (ii) make certain additional housekeeping amendments. Each of the amended and restated warrant certificates in respect of each of the CGF Warrants and the IQ Warrants will be executed and come into effect on or about May 28, 2026 in accordance with section 608 of the TSX Company Manual. At the Meeting, shareholders have authorized the Company to issue Common Shares in accordance with the terms of the CGF Warrants and/or the IQ Warrants that would allow IQ and/or CGF to hold more than 20% of the Common Shares issued and outstanding (on a non-diluted basis).

Government of Canada Definitive Offtake Agreement

On the basis of the previously announced updated long-form term sheet, NMG and the Government of Canada, represented by Public Services and Procurement Canada (“PSPC”), have signed the definitive binding offtake agreement for the supply, storage and marketing of 30,000 tonnes per annum of graphite concentrate from the Company’s Phase 2 Matawinie Mine in Québec, Canada. The agreement covers a seven-year term as of the start of commercial production on a take-or-pay basis, with a North American fixed price and an upside-sharing mechanism where resale proceeds exceed the fixed price.

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

Contact
MEDIA	INVESTORS
Julie Paquet	Marc Jasmin
VP Communications & ESG Strategy	Director, Investor Relations
+1-450-757-8905 #140	+1-450-757-8905 #993
jpaquet@nmg.com	mjasmin@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 legislation (collectively, “forward-looking statements”), including, but not limited to, statements relating to future events or future financial or operating performance of the Company and reflect management’s expectations and assumptions regarding the Company’s growth, results, performance and business prospects and opportunities. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to it. These forward-looking statements include, but are not limited to the satisfaction of closing conditions with respect to the Private Placement, the Company’s ability to raise all funds needed to complete the Phase-2 Matawinie Mine, the expected use of proceeds from the Private Placement, the Company’s ability to secure a positive FID for the Phase-2 Matawinie Mine, the Company’s ability to execute the amended and restated warrant certificates in respect of each of the CGF Warrants and the IQ Warrants, the Company’s ability to execute the construction and the commissioning as planned and in accordance with the execution plan and strategy, the ability of all contractors and suppliers of the Company to deliver in accordance with their commitment, the receipt of all necessary regulatory approvals and stock exchange approvals including the Company’s ability to obtain final approval from the TSX and the NYSE, as applicable, the expected closing date of the Private Placements and the expected results of the initiatives described in this press release, and those statements which are discussed under the “About Nouveau Monde Graphite” paragraph and elsewhere in the press release which essentially describe the Company’s outlook and objectives.

Forward-looking statements are based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions are not guarantees of future performance and may prove to be incorrect. Moreover, these forward-looking statements are based upon various underlying factors and assumptions, including the ability of the Company to complete the Private Placements on the terms described herein or at all, the ability of the Company to satisfy all of the closing conditions on the Private Placements, the ability of the Company to receive all necessary regulatory and stock exchange approvals, the Company’s ability to execute the amended and restated warrant certificates in respect of each of the CGF Warrants and the IQ Warrants, the Company’s ability to execute the construction and the commissioning as planned and in accordance with the execution plan and strategy, are not guarantees of future performance.

Forward-looking statements are subject to known or unknown risks and uncertainties that may cause actual results to differ materially from those anticipated or implied in the forward-looking statements. Risk factors that could cause actual results or events to differ materially from current expectations include, among others, failure to satisfy all closing conditions for the Private Placements, failure to execute the amended and restated warrant certificates in respect of each of the CGF Warrants and the IQ Warrants, failure to obtain necessary regulatory or stock exchange approvals, and delays in completing the Private Placements, as well as earnings, capital expenditure, cash flow and capital structure risks and general business risks. 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.

Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any 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.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 40.4 KB
• EX-99.2 EXHIBIT 99.2 44.0 KB