Nouveau Monde Graphite (NYSE: NMG) warns on going concern but lines up US$645M mine funding

Rhea-AI Filing Summary

Nouveau Monde Graphite Inc. reported a net loss of $4.5 million for the three-month period ended March 31 2026, or $0.03 per share, improved from a $12.4 million loss a year earlier. Operating loss was $14.2 million, partly offset by a non‑cash gain of $10.5 million from revaluing derivative warrant liabilities, leading to net financial income of $9.9 million.

Total assets were $166.6 million and cash and cash equivalents were $57.3 million as of March 31 2026. Current liabilities were $85.8 million, including a derivative warrant liability of $53.5 million, resulting in total equity of $77.5 million.

The company highlights material uncertainties about its ability to continue as a going concern, stating it has not yet generated positive cash flows and, absent additional funding obtained after quarter-end, lacks sufficient liquidity to execute its development plans. Management notes this additional funding depends on shareholder and regulatory approvals.

NMG outlines major financing arrangements: a fully committed senior project debt commitment letter of US$335 million with EDC and CIB, private placements totalling US$213 million with Canada Growth Fund, Investissement Québec and Eni S.p.A., and an April 2026 bought-deal public offering of subscription receipts for gross proceeds of US$96.5 million. Together these transactions are described as providing approximately US$645 million in gross proceeds for the Phase‑2 Matawinie Mine.

The company continues to advance its integrated graphite strategy in Québec, with $80.6 million capitalized in the Matawinie mine under construction and $1.2 million in the Bécancour Battery Material Plant under construction as of March 31 2026. Mining project expenses rose to $2.3 million, while Battery Material Plant project expenses declined to $4.0 million due to lower engineering and depreciation costs and higher tax credits.

Positive

• Large project financing package outlined: NMG details a fully committed senior project debt commitment letter of US$335 million, private placements totalling US$213 million, and a bought‑deal subscription receipt offering of US$96.5 million, described as approximately US$645 million in gross proceeds for the Phase‑2 Matawinie Mine, subject to conditions.

Negative

• Explicit going‑concern uncertainty: Management states the company has not yet generated positive cash flows and, without additional contingent funding, does not have sufficient liquidity for planned development, noting “material uncertainties that cast substantial doubt” on its ability to continue as a going concern.
• Current liabilities exceed current assets: As of March 31 2026, current liabilities of $85.8 million exceeded current assets of $64.1 million, with a large derivative warrant liability of $53.5 million contributing to balance‑sheet pressure.

Insights

Mining & project finance analyst

Going-concern risk is flagged, partly offset by sizeable project financing commitments.

Nouveau Monde Graphite remains a pre‑revenue developer with a net loss of $4.5 million in Q1 2026 and operating cash outflows of $12.4 million. The portfolio includes the Phase‑2 Matawinie Mine, Bécancour battery material plants, and the Uatnan Mining Project, supported by demonstration plants and long‑term growth ambitions.

The filing explicitly states “material uncertainties” that cast “substantial doubt” on the company’s ability to continue as a going concern. As of March 31 2026, cash was $57.3 million against current liabilities of $85.8 million, including a $53.5 million derivative warrant liability, and the company has not yet generated positive cash flows.

At the same time, the company outlines a large financing package tied mainly to the Phase‑2 Matawinie Mine: a fully committed senior project debt commitment letter of US$335 million, private placements totalling US$213 million and a bought‑deal subscription receipt offering of US$96.5 million. These are subject to conditions, including shareholder approval scheduled for May 13 2026 and regulatory and release conditions, so actual impact depends on successful closings.

Key Figures

Q1 2026 net loss: $4.5M Basic and diluted EPS: $0.03 loss per share Derivative warrant liability: $53.5M +5 more

8 metrics

Q1 2026 net loss $4.5M Net loss and comprehensive loss for the three months ended March 31, 2026

Basic and diluted EPS $0.03 loss per share Three months ended March 31, 2026

Derivative warrant liability $53.5M Carrying amount as of March 31, 2026

Cash and cash equivalents $57.3M Balance as of March 31, 2026

Current assets vs. current liabilities $64.1M vs. $85.8M Balances as of March 31, 2026

Matawinie mine under construction $80.6M Included in property, plant and equipment as of March 31, 2026

Committed senior project debt US$335M Project financing commitment letter with EDC and CIB for Phase‑2 Matawinie Mine

Private placements and bought deal US$213M + US$96.5M Equity funding commitments and subscription receipts in April 2026

Key Terms

going concern, derivative warrant liability, Phase-2 Matawinie Mine, subscription receipts, +2 more

6 terms

going concern financial

"These circumstances indicate the existence of material uncertainties that cast substantial doubt as to the ability of the Company to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

derivative warrant liability financial

"Derivative warrant liability | 53,538 | 62,957"

A derivative warrant liability is an obligation recorded on a company’s balance sheet when it has issued warrants (option-like contracts) that may require the company to deliver cash or shares in the future. Like a promise to repay or hand over something under certain conditions, it matters to investors because it can dilute existing shareholders if warrants are converted into stock, create future cash outflows, and change a company’s reported financial strength — similar to a pending bill or coupon on a bond.

Phase-2 Matawinie Mine financial

"Upon closing of the private placement, satisfaction of the release conditions, and satisfaction of conditions precedents to the previously announced project debt financing, NMG expects to have secured all required funding to declare a positive FID on the Phase-2 Matawinie Mine"

subscription receipts financial

"bought deal public offering of subscription receipts for aggregate gross proceeds of US$96.5 million"

Subscription receipts are temporary securities sold to investors that act like a receipt for future shares or cash once certain conditions in a financing or acquisition are met; until those conditions are satisfied, the funds are held in trust. Think of them as a ticket you buy today that will convert into the actual product later or get you a refund if the event doesn’t happen. They matter to investors because they provide a way to participate in a deal now while limiting immediate ownership changes and risk until the outcome is confirmed.

fair value hierarchy financial

"Subsequent to initial recognition, the Company uses a fair value hierarchy to categorize the inputs used to measure the financial instruments at fair value"

Active Anode Material (AAM) financial

"As at March 31, 2026, all warrants are expected to be exercised upon the Active Anode Material (“AAM”) FID"

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FAQ

How did Nouveau Monde Graphite (NMG) perform financially in Q1 2026?

NMG recorded a net loss of $4.5 million for the three months ended March 31 2026, or $0.03 per share. This compares with a $12.4 million loss and $0.08 per share a year earlier, reflecting lower project expenses and a significant non‑cash gain on derivative warrants.

What is the liquidity position of NMG as of March 31, 2026?

As of March 31 2026, NMG held $57.3 million in cash and cash equivalents and $64.1 million of current assets. Current liabilities totalled $85.8 million, including a $53.5 million derivative warrant liability, leading management to highlight liquidity constraints and going‑concern uncertainties.

Why does NMG’s filing mention material going-concern uncertainties?

The company notes it has not yet generated positive cash flows, reported an accumulated deficit of $403.5 million, and that, without additional funding obtained after March 31 2026, it lacks sufficient liquidity for planned development, leading to “material uncertainties” that cast “substantial doubt” on its ability to continue as a going concern.

What major financing commitments has NMG secured for the Matawinie Mine?

For the Phase‑2 Matawinie Mine, NMG cites a fully committed senior project debt commitment letter of US$335 million with EDC and CIB, private placements of US$213 million with Canada Growth Fund, Investissement Québec and Eni S.p.A., plus a bought‑deal public offering of subscription receipts for US$96.5 million gross proceeds.

How much has NMG invested in its main projects so far?

As of March 31 2026, NMG reports $80.6 million capitalized in the Matawinie mine under construction and $1.2 million in the Bécancour Battery Material Plant under construction, within total assets of $166.6 million, reflecting ongoing development of its integrated graphite value chain in Québec.

What caused NMG’s large net financial income in Q1 2026?

Net financial income of $9.9 million mainly reflects a $10.5 million non‑cash gain from remeasuring the derivative warrant liability, partly offset by foreign exchange loss and lower interest income. This fair‑value adjustment reduced overall loss but does not provide operating cash inflows.

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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 file annual reports under cover of file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐Form 40-F ☒

Exhibits 99.1, 99.2 and 99.5 of this Form 6-K are hereby filed and incorporated by reference into the registrant’s Registration Statement on Form F-10 (File No. 333-291778).

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

​	​	​
99.1	​ ​ ​	Condensed consolidated interim unaudited financial statements for the three-month period ended March 31, 2026 and 2025
​	​	​
99.2	​	Management’s Discussion and Analysis for the three-month period ended March 31, 2026
​	​	​
99.3	​	Certification of Interim Filings by the CEO
​	​	​
99.4	​	Certification of Interim Filings by the CFO
​	​	​
99.5	​	Consent of Eric Desaulniers

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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 12, 2026	/s/ Josée Gagnon
​	Josée Gagnon
​	Vice President, Legal Affairs & Corporate Secretary

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Table of Contents

Exhibit 99.1

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FINANCIAL STATEMENTS

​

Condensed consolidated interim unaudited financial statements

For the three-month periods ended March 31, 2026 and 2025

(Expressed in thousands of Canadian dollars, except where otherwise indicated)

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Table of Contents

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TABLE OF CONTENTS

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION	1
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS	2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	3
CONSOLIDATED STATEMENTS OF CASH FLOWS	4
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS	5

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Table of Contents

NOUVEAU MONDE GRAPHITE INC.

Consolidated statements of financial position

(Amounts expressed in thousands of Canadian dollars - unaudited)

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

​

​	​	​	​	​	​	​
​	​ ​ ​	Notes	​ ​ ​	As at March 31, 2026	​ ​ ​	As at December 31, 2025
ASSETS	​	​		​		​
CURRENT	​	​		​		​
Cash and cash equivalents	​	​		57,309		73,940
Grants receivable and other current assets	​	​		449		518
Deferred financing costs	​	​	​	1,819	​	—
Restricted cash and deposits	​	​	​	620	​	620
Sales taxes receivable	​	​		1,071		928
Tax credits receivable	​	​		1,820		1,860
Prepaid expenses	​	​		1,046		1,586
Total current assets	​	​		64,134		79,452
​	​	​	​	​	​	​
NON-CURRENT	​	​		​		​
Tax credits receivable	​	​		8,816		7,514
Investment - Listed shares	​	​		350		450
Property, plant and equipment	​	6		91,768		85,426
Right-of-use assets	​	​	​	1,453	​	1,552
Deposits	​	​		50		50
Total non-current assets	​	​		102,437		94,992
Total assets	​	​		166,571		174,444
​	​	​	​	​	​	​
LIABILITIES	​	​		​		​
CURRENT	​	​		​		​
Accounts payable and other	​	7		13,983		10,482
Deferred grants	​	​		185		185
Convertible notes	​	8		17,222		16,948
Derivative warrant liability	​	9	​	53,538	​	62,957
Current portion of lease liabilities	​	​		560		569
Current portion of borrowings	​	​		268		265
Total current liabilities	​	​		85,756		91,406
​	​	​	​	​	​	​
NON-CURRENT	​	​		​		​
Asset retirement obligation	​	​		1,867		1,584
Lease liabilities	​	​		978		1,107
Borrowings	​	​		431		499
Total non-current liabilities	​	​		3,276		3,190
Total liabilities	​	​		89,032		94,596
​	​	​	​	​	​	​
EQUITY	​	​		​		​
Share capital	​	​		436,730		436,475
Other reserves	​	8		5,813		5,357
Contributed surplus and warrants	​	​		38,511		37,065
Deficit	​	​		(403,515)		(399,049)
Total equity	​	​		77,539		79,848
Total liabilities and equity	​	​		166,571		174,444
Going Concern	​	1	​	​	​	​
Subsequent events	​	18	​	​	​	​

APPROVED BY THE BOARD OF DIRECTORS

/s/ Eric Desaulniers – “Director”

/s/ Paola Farnesi – “Director”

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

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1

Table of Contents

NOUVEAU MONDE GRAPHITE INC.

Consolidated statements of loss and comprehensive loss

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

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​	​	​	​	​	​	​
​	​	​	​	For the three-month periods ended
​	​	​	​	March 31, 2026	​	March 31, 2025
​	​ ​ ​	Notes	​ ​ ​	$	​ ​ ​	$
EXPENSES	​	​	​	​	​	​
Mining projects expenses		11	​	2,323	​	1,966
Battery Material Plant project expenses		12	​	3,956	​	9,580
General and administrative expenses		13	​	7,948	​	7,086
Operating loss		​		14,227		18,632
Net financial costs (income)		14		(9,861)		(6,290)
Loss before tax		​		4,366		12,342
Income tax		​		100		100
Net loss and comprehensive loss		​		4,466		12,442
​	​	​	​	​	​	​
Basic and diluted loss per share	​	​	​	0.03	​	0.08
Weighted average number of shares outstanding		​		162,593,638	​	153,422,506

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The accompanying notes are an integral part of the condensed consolidated interim financial statements.

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Table of Contents

NOUVEAU MONDE GRAPHITE INC.

Consolidated statements of changes in equity

(Amounts expressed in thousands of Canadian dollars - unaudited)

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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Contributed

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For the three-month period ended March 31, 2026

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surplus and

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Share capital

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warrants

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Other reserves

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Deficit

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Total equity

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Notes

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Number

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$

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$

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$

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$

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$

Balance as at January 1, 2026

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160,761,539

436,475

37,065

5,357

(399,049)

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79,848

Options exercised

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10.2

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65,000

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255

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(102)

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—

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153

Share-based compensation

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—

—

1,548

—

—

1,548

Settlement of interest on Convertible Notes

8

—

—

—

456

—

456

Net loss and comprehensive loss

​

—

—

—

—

(4,466)

(4,466)

Balance as at March 31, 2026

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160,826,539

436,730

38,511

5,813

(403,515)

77,539

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Contributed

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For the three-month period ended March 31, 2025

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surplus and

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Share capital

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warrants

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Other reserves

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Deficit

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Total equity

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Notes

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Number

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$

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$

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$

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$

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$

Balance as at January 1, 2025

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152,261,189

411,240

32,609

3,680

(293,872)

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153,657

Share-based compensation

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—

—

3,213

—

—

3,213

Settlement of interest on Convertible Notes

8

—

—

—

416

—

416

Net loss and comprehensive loss

​

—

—

—

—

(12,442)

(12,442)

Balance as at March 31, 2025

​

152,261,189

411,240

35,822

4,096

(306,314)

144,844

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The accompanying notes are an integral part of the condensed consolidated interim financial statements.

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3

Table of Contents

NOUVEAU MONDE GRAPHITE INC.

Consolidated statements of cash flow

(Amounts expressed in thousands of Canadian dollars - unaudited)

CONSOLIDATED STATEMENTS OF CASH FLOWS

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​	​	​	​	​	​	​
​	​	​	​	For the three-month periods ended
​	​	​	​	March 31, 2026	​	March 31, 2025
​	​ ​ ​	Notes	​ ​ ​	$	​ ​ ​	$
OPERATING ACTIVITIES		​	​	​	​	​
Net loss		​	​	(4,466)	​	(12,442)
Adjustments for non-cash items:	​	​	​	​	​	​
Depreciation and amortization		​	​	345	​	2,192
Change in fair value - Listed shares	​	​	​	100	​	—
Change in fair value - Derivative warrant liability	​	9	​	(10,490)	​	(5,623)
Change in fair value - Embedded derivatives	​	8	​	(165)	​	—
Interest and accretion - Convertible notes	​	8	​	222	​	318
Unrealized foreign exchange loss (gain)		​	​	993	​	(29)
Share-based compensation		10.2	​	1,392	​	2,881
Other accretions included within financial costs		​		25		24
Net change in working capital		15		(331)		(768)
Cash flows used in operating activities		​		(12,375)		(13,447)
​	​	​	​	​	​	​
INVESTING ACTIVITIES		​		​		​
Additions to property, plant, and equipment, net of grants		6-15		(4,088)		(3,191)
Cash flows used in investing activities		​		(4,088)		(3,191)
​	​	​	​	​	​	​
FINANCING ACTIVITIES		​		​		​
Repayment of borrowings		​		(65)		(61)
Repayment of lease liabilities	​	​	​	(138)	​	(116)
Proceeds from the exercise of stock options	​	10.2	​	153	​	—
Deferred financing costs	​	​	​	(17)	​	—
Share issue costs		​		(531)		(482)
Cash flows from financing activities		​		(598)		(659)
​	​	​	​	​	​	​
Effect of exchange rate changes on cash		​		430		(11)
​	​	​	​	​	​	​
Net change in cash and cash equivalents		​		(16,631)		(17,308)
Cash and cash equivalents at the beginning of the period		​		73,940		106,296
Cash and cash equivalents at the end of the period		​		57,309		88,988
Non-cash investing and financing activities		15		​		​

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The accompanying notes are an integral part of the condensed consolidated interim financial statement.

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Table of Contents

NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS AND GOING CONCERN

Nouveau Monde Graphite Inc. (the “Company”, or “parent company”) was established on December 31, 2012, under the Canada Business Corporations Act. The Company specializes in exploration, evaluation and development of mineral properties located in Québec and is developing carbon-neutral advanced graphite materials.

The Company’s shares are listed under the symbol NOU on the Toronto Stock Exchange (“TSX”) and NMG on the New York Stock Exchange (“NYSE”). The Company’s registered office is located at 481 Brassard Street, Saint-Michel-des-Saints, Québec, Canada, J0K 3B0.

The Company’s consolidated financial statements have been prepared using International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”) (“IFRS Accounting Standards”) applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due for the foreseeable future.

During the three-month period ended March 31, 2026, the Company reported a net loss after tax of $4.5 million and cash outflows from operating activities of $12.4 million and had an accumulated deficit of $403.5 million as of March 31, 2026. The Company has yet to generate positive cash flows or earnings.

Based on all available information about the future, which includes at least, but not limited to, the next twelve months, management believes that without the additional funding secured subsequent to the end of the period as disclosed in note 18, the Company does not have sufficient liquidity to pursue its planned development activities. This funding is contingent on receiving shareholder approval and regulatory approval and there can be no assurances that these will both be successful.

These circumstances indicate the existence of material uncertainties that cast substantial doubt as to the ability of the Company to continue as a going concern and accordingly, the appropriateness of the use of accounting principles applicable to a going concern.

These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, expenses and financial position classifications that would be necessary if the going concern assumption was not appropriate. These adjustments could be significant.

2. BASIS OF PREPARATION AND STATEMENT OF COMPLIANCE

The Company’s condensed consolidated interim financial statements have been prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”) (“IFRS Accounting Standards”) applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting, and also using the same accounting policies and procedures as those used for the Company’s audited consolidated financial statements as at December 31, 2025. These condensed consolidated interim financial statements do not include all the disclosures and notes required for annual consolidated financial statements and should therefore be read with the Company’s audited consolidated financial statements as at December 31, 2025, which have been prepared in accordance with IFRS Accounting Standards.

The condensed consolidated interim financial statements for the three-month periods ended March 31, 2026 (including comparative statements) were approved and authorized for publication by the Board of Directors on May 12, 2026.

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Table of Contents

NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

3. MATERIAL ACCOUNTING POLICIES

Basis of consolidation

The Company’s consolidated financial statements consolidate those of the parent company and its subsidiaries. The parent company controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary, and could affect those returns through its power over the subsidiary.

All transactions and balances between group companies are eliminated upon consolidation, accounting policies of subsidiaries are consistent with the policies adopted by the Company.

Subsidiaries

On June 20, 2025, NMG Bécancour Inc. and NMG Matawinie Inc. were incorporated.

Information on the Company’s subsidiaries as at March 31, 2026, all of which are wholly-owned, are as follows:

​	​	​	​
NAME OF SUBSIDIARY	PRINCIPAL ACTIVITY	COUNTRY OF INCORPORATION	YEAR OF INCORPORATION
Quartier Nouveau Monde Inc.	Real estate	Canada	2017
Nouveau Monde Europe LTD	Trading	England and Wales	2020
NMG Bécancour Inc.	Active anode material operations	Canada	2025
NMG Matawinie Inc.	Mining of natural flake graphite	Canada	2025

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4. NEW ACCOUNTING STANDARDS ADOPTED

In May 2024, the IASB published Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). The amendments to IFRS 9 clarify de-recognition and classification of specific financial assets and liabilities respectively while the amendments to IFRS 7 clarify the disclosure requirements for investments in equity instruments designated at fair value through other comprehensive income and contractual terms that could change the timing or amount of contractual cash flows on the occurrence or non-occurrence of a contingent event. The amendments to IFRS 9 and IFRS 7 are effective for annual reporting beginning on or after January 1, 2026. The adoption of these amendments did not have a material impact on the Company's condensed interim consolidated financial statements. 

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5. ESTIMATES, JUDGEMENTS AND ASSUMPTIONS

In preparing its consolidated financial statements, management makes several judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, and expenses.

Information about the significant estimates and assumptions that have the greatest impact on the recognition and measurement of assets, liabilities, and expenses can be found in the note 5 of the 2025 consolidated audited annual financial statement. Actual results may differ significantly.

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Table of Contents

NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

6. PROPERTY, PLANT AND EQUIPMENT

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For the three-month period ended March 31, 2026

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Furniture

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​

​ ​ ​

Bécancour Battery

​ ​ ​

​

​ ​ ​

​

​

​

​

​

​

​

​

and other IT

​

Mining

​

​

​

Mine under

​

Material Plant

​

Other assets

​

​

​

Land

​ ​ ​

Buildings

​ ​ ​

Equipment

​

equipment

​

infrastructure

​

Rolling stock

​ ​ ​

construction [1]

​

under construction [1]

​

under construction [1]

​

Total

​

$

​ ​ ​

$

​ ​ ​

$

​ ​ ​

$

​

$

​

$

​ ​ ​

$

​ ​ ​

$

​ ​ ​

$

​ ​ ​

$

COST

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

January 1, 2026

2,455

​

1,980

​

21,246

​

235

​

1,478

​

399

​

76,020

​

1,219

​

842

​

105,874

Additions, net of grants

735

​

1,270

​

—

​

—

​

—

​

—

​

4,560

​

—

​

23

​

6,588

Transfers

—

​

—

​

10

​

—

​

—

​

—

​

—

​

—

​

(10)

​

—

Write-Off/Disposals

—

​

—

​

(209)

​

—

​

—

​

—

​

—

​

—

​

—

​

(209)

March 31, 2026

3,190

​

3,250

​

21,047

​

235

​

1,478

​

399

​

80,580

​

1,219

​

855

​

112,253

ACCUMULATED DEPRECIATION

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

January 1, 2026

—

​

534

​

19,383

​

179

​

20

​

332

​

—

​

—

​

—

​

20,448

Depreciation

—

​

29

​

182

​

2

​

26

​

7

​

—

​

—

​

—

​

246

Write-Off/Disposals

—

​

—

​

(209)

​

—

​

—

​

—

​

—

​

—

​

—

​

(209)

March 31, 2026

—

​

563

​

19,356

​

181

​

46

​

339

​

—

​

—

​

—

​

20,485

Net book value as at March 31, 2026

3,190

​

2,687

​

1,691

​

54

​

1,432

​

60

​

80,580

​

1,219

​

855

​

91,768

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the year ended December 31, 2025

​

​

​ ​ ​

​

​ ​ ​

​

​

Furniture

​

​

​

​

​ ​ ​

​

​ ​ ​

Bécancour Battery

​ ​ ​

​

​ ​ ​

​

​

​

​

​

​

​

​

and other IT

​

Mining

​

​

​

Mine under

​

Material Plant

​

Other assets

​

​

​

Land

​ ​ ​

Buildings

​ ​ ​

Equipment

​

equipment

​

infrastructure

​

Rolling stock

​ ​ ​

construction [1]

​

under construction [1]

​

under construction [1]

​

Total

​

$

​ ​ ​

$

​ ​ ​

$

​ ​ ​

$

​

$

​

$

​ ​ ​

$

​ ​ ​

$

​ ​ ​

$

​ ​ ​

$

COST

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

January 1, 2025

2,455

​

2,028

​

27,547

​

235

​

—

​

350

​

62,479

​

1,175

​

1,615

​

97,884

Additions, net of grants

—

​

169

​

(1,100)

​

—

​

115

​

49

​

13,541

​

44

​

1,884

​

14,702

Transfers

—

​

—

​

1,151

​

—

​

1,363

​

—

​

—

​

—

​

(2,514)

​

—

Write-Off/Disposals

—

​

(217)

​

(6,352)

​

—

​

—

​

—

​

—

​

—

​

(143)

​

(6,712)

December 31, 2025

2,455

​

1,980

​

21,246

​

235

​

1,478

​

399

​

76,020

​

1,219

​

842

​

105,874

ACCUMULATED DEPRECIATION

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

January 1, 2025

—

​

644

​

19,097

​

170

​

—

​

307

​

—

​

—

​

—

​

20,218

Depreciation

—

​

105

​

6,638

​

9

​

20

​

25

​

—

​

—

​

—

​

6,797

Write-Off/Disposals

—

​

(215)

​

(6,352)

​

—

​

—

​

—

​

—

​

—

​

—

​

(6,567)

December 31, 2025

—

​

534

​

19,383

​

179

​

20

​

332

​

—

​

—

​

—

​

20,448

Net book value as at December 31, 2025

2,455

​

1,446

​

1,863

​

56

​

1,458

​

67

​

76,020

​

1,219

​

842

​

85,426

​

[1]Assets under construction are not being depreciated as they are not in the condition necessary to be capable of being operated in the manner intended by management.

​

​

7

Table of Contents

NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

The amount of borrowing costs included in Mine under construction for the three-month period ended March 31, 2026 is $382 ($561 for the three month period ended March 31, 2025). The rate used to determine the amount of borrowing costs to be capitalized is the weighted average interest rate applicable to the entity’s general borrowings during the three-month period ended March 31, 2026.

The Company granted a hypothec to Pallinghurst Graphite International Limited on the Matawinie Mining Property, including the related mining claims, to secure the Company’s obligations under the remaining 2% NSR agreement.

​

7. ACCOUNTS PAYABLE AND OTHERS

​	​	​	​	​
​	​ ​ ​	March 31, 2026	​ ​ ​	December 31, 2025
​	​	$	​	$
Trade payable and accrued liabilities		12,518	​	8,041
Wages and benefits liabilities		1,465	​	2,441
Accounts payable and others		13,983	​	10,482

​

8. CONVERTIBLE NOTES

On November 8, 2022, the Company completed a private placement of unsecured convertible notes (the “Notes”) for aggregate gross proceeds of $67.2 million (US$50 million) with Mitsui & Co., Ltd (“Mitsui”), Pallinghurst Bond Limited (“Pallinghurst”) and Investissement Québec (“IQ”). The Notes are denominated in U.S. Dollars with a term of 36 months and carry a quarterly coupon interest payment of the greater of the 3-month CME Term SOFR plus 4% and 6%.

Subsequently and effective January 1, 2023, the Notes contracts were amended by:

- Removing the interest capitalization provisions, such that accrued interest will be deemed paid in full in shares each quarter following the exchange’s approval; and

- Increasing the interest rate to the greater of the 3-month CME Term SOFR plus 5% and 7%.

The Notes include the following material conversion and settlement options available to the holders and the Company:

- General conversion option: The holder of a Note, at any time before maturity, can convert the outstanding principal amount into units for US$5/unit. Each unit comprises one common share of the Company and one share warrant. The share warrant can be used to subscribe one common share of the Company at an exercise price of US$5.70/share for a period of 24 months from the date of conversion of the Note.

- Repurchase option: The Company has, at its sole discretion, an option to repay the Notes at the Repurchase Amount (as defined in the subscription agreement) at the earlier of (i) December 31, 2023; or (ii) the date of a final investment decision (FID) as defined in the subscription agreement. Depending on the circumstances, the repurchase amount is affected by the remaining time to maturity and the cumulative interest paid to date to the Holders.

- Interest repayment option: Quarterly, the Company has an option to pay the interest due in (i) cash; or (ii) in Common Shares subject to the TSX’s approval, by delivering share certificates to the Holders upon maturity, conversion or redemption at a U.S. Dollar equivalent of the Company’s TSX market share price, determined at the quarter end on which such interest became payable.

- The Notes also include redemption mechanisms in favor of the holders in the event of a change of control or an event of default.

On May 2, 2024, the Company closed a private placement with Mitsui and Pallinghurst for the surrender and cancellation of their convertible notes dated November 8, 2022, as amended and restated effective January 1, 2023. The Company issued 12,500,000 Common Shares and 12,500,000 Warrants to Mitsui and 6,250,000 Common Shares and 6,250,000 Warrants to Pallinghurst in exchange for their convertible notes totalling US$37.5 million. Concurrently with the redemption, surrender and cancellation of Mitsui’s and Pallinghurst’s convertible notes, the Company issued 1,579,043 Common Shares that had been reserved for issuance in connection with the interest calculated between November 8, 2022, and February 14, 2024, date on which the subscription agreement was concluded.

​

​

​

​

​

8

Table of Contents

NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

Convertible Notes – Amendment dated October 27, 2025:

​	​	​	​	​	​	​
​	​ ​ ​	Host (amortized cost)	​ ​ ​	Derivative (FVTPL)	​ ​ ​	Total
​	​	$	​	$	​	$
Issuance		16,844		651		17,495
Interest accretion	​	102	​	—	​	102
Fair value adjustment		—		(286)		(286)
Settlement	​	—	​	—	​	—
Foreign exchange		(350)		(13)		(363)
Balance as of December 31, 2025		16,596		352		16,948
Interest accretion	​	148	​	—	​	148
Fair value adjustment		—		(165)		(165)
Foreign exchange		285		6		291
Balance as of March 31, 2026		17,029		193		17,222

On October 27, 2025, the Company reached an agreement with Investissement Québec to extend the maturity date of their Convertible Note from November 8, 2025 to November 8, 2026. In consideration for the extension, the terms of the Notes were amended as follows:

- The interest rate was increased from the greater of 7% or 3-month CME Term SOFR + 5% to the greater of 7% or 3-month CME Term SOFR + 7%, effective November 9, 2025; and

- The Company’s discretionary repurchase option was retained; however, the previous interest-related redemption clause (Redemption Premium Forward Rate – 7% and Redemption Premium Backward Rate – 12%) was removed. It was replaced with a new provision allowing the Company to redeem the Notes at any time up to maturity for the principal amount plus any unpaid accrued interest.

Because the amendment occurred shortly before the original maturity date of November 8, 2025 and represented a renegotiation of the terms, the transaction was accounted for as an extinguishment of the original liability and the issuance of a new financial liability in accordance with IFRS 9. No additional costs were incurred in connection with the amendment.

​

For the three-month period ended March 31, 2026, the interest coupon totalled an aggregate amount of $456 (US$333) ($416 (US$290) for the three-month period ended March 31, 2025). For the first quarter of 2026, the Company elected to pay the interest coupon with 147,824 common shares at a price of US$2.25 which will be issued at maturity or at conversion of IQ’s Note. The common shares to be issued are recorded as other reserves in the consolidated statements of changes in equity.

Below is a sensitivity analysis on inputs impacting the fair value revaluation of the derivative.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​ ​ ​

​

​ ​ ​

Reasonably

​ ​ ​

Sensitivity [1]

​ ​ ​

​

​ ​ ​

Reasonably

​ ​ ​

Sensitivity [1]

​

​

December 31, 2025

​

possible change

​

(Derivative liability)

​

March 31, 2026

​

possible change

​

(Derivative liability)

Observable inputs

​

​

​

​

​

​

​

​

​

​

​

​

Share price

US$2.48

​

+/- 10%

​

+29/-114

US$2.24

​

+/- 10%

​

+15/-71

Foreign Exchange rate

1.37

​

+/-5%

​

+/-18

1.39

​

+/-5%

​

+/-10

Unobservable inputs

​

​

​

​

​

​

​

​

​

​

Expected volatility

59.9%

​

+/- 10%

​

+21/-109

60.6%

​

+/- 10%

​

+12/-69

Credit spread

11.1%

​

+/-5%

​

+47/-72

11.1%

​

+/-5%

​

+34/-40

^{[1] Holding all other variables constant.}​

​

​

​

​

9

Table of Contents

NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

9. DERIVATIVE WARRANT LIABILITY

​	​	​
​	​ ​ ​	​
​	​	Total
​	​	$
Issuance	​	40,151
Fair value adjustment		(24,900)
Foreign exchange		338
Balance as of December 31, 2024	​	15,589
Fair value adjustment		64,723
Settlement		(16,151)
Foreign exchange		(1,204)
Balance as of December 31, 2025	​	62,957
Fair value adjustment		(10,490)
Foreign exchange		1,071
Balance as of March 31, 2026	​	53,538

​

Private placement with GM and Panasonic:

On February 28, 2024, the Company completed a private placement with General Motors holdings LLC (“GM”) and Panasonic Holdings Corporation (“Panasonic”). Each party subscribed for 12,500,000 Common Shares and 12,500,000 Warrants. The 25,000,000 Common Shares and Warrants were issued for aggregate gross proceeds of $67.9 million (US$50 million).

The Warrants are exercisable in connection with the Tranche 2 Investment at the final investment decision (“FID”) or at the latest on February 28, 2029. Each Warrant will entitle the holder to acquire one Common Share (a “Warrant Share”) at a price equal to US$2.38 per Warrant Share.

The transaction represents a compound financial instrument that is accounted for based on the residual method under IAS 32 Financial Instruments: Presentation. The liability component which represents the warrants was evaluated based on the Black-Scholes option pricing model and totalled $25.8M (US$19M). The residual balance of $42.1M (US$31M) was then allocated to the equity component (common shares issued). The transaction costs of $2.6M were allocated proportionally between the financial liability and the equity component. Transaction costs allocated to the equity component were accounted for as a deduction from equity. Transaction costs allocated to the warrants were recorded directly in the consolidated statement of loss and comprehensive loss.

In October 2025, GM provided the Company with a termination notice indicating that, effective November 30, 2025, it was terminating both the Subscription Agreement and the Supply Agreement. The termination resulted in the derecognition of GM’s derivative warrant liability and a gain of $16,151 (US$11,554) recognized in the consolidated statement of loss related to the settlement of the derivative warrant liability.

​

Private placement with Mitsui and Pallinghurst:

On May 2, 2024, the Company completed a private placement, with Mitsui and Pallinghurst for the surrender and cancellation of their convertible notes dated November 8, 2022. The Company issued 18,750,000 Common Shares and 18,750,000 Warrants to Mitsui and Pallinghurst for a total value of US$37.5 million.

The Warrants are exercisable in connection with the final investment decision (“FID”) or at the latest on May 2, 2029. Each Warrant will entitle the holder to acquire one Common Share (a “Warrant Share”) at a price equal to US$2.38 per Warrant Share.

The transaction represents a compound financial instrument that is accounted for based on the residual method under IAS 32 Financial Instruments: Presentation. The liability component which represents the warrants was evaluated based on the Black-Scholes option pricing model and totalled $11.1M (US$8.1M). The residual balance of $40.3M (US$29.4M) was then allocated to the equity component (common shares issued). The transaction costs of $1.5M were allocated proportionally between the financial liability and the equity component. Transaction costs allocated to the equity component were accounted for as a deduction from equity. Transaction costs allocated to the warrants were recorded directly in the consolidated statement of loss and comprehensive loss.

​

​

10

Table of Contents

NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

Private placement with IQ and CGF:

On December 20, 2024, the Company completed a private placement, with Canada Growth Fund (“CGF”) and IQ. Each party subscribed for 19,841,269 Common Shares and 19,841,269 Warrants. The 39,682,538 Common Shares and Warrants were issued for aggregate gross proceeds of $71.2 million (US$50 million).

The Warrants are exercisable in connection with the final investment decision (“FID”) or at the latest on December 20, 2029. Each Warrant will entitle the holder to acquire one Common Share (a “Warrant Share”) at a price equal to US$2.38 per Warrant Share.

The transaction represents a compound financial instrument that is accounted for based on the residual method under IAS 32 Financial Instruments: Presentation. The liability component which represents the warrants was evaluated based on the Black-Scholes option pricing model and totalled $3.3M (US$2.3M). The residual balance of $67.9M (US$47.7M) was then allocated to the equity component (common shares issued). The transaction costs of $730 were allocated proportionally between the financial liability and the equity component. Transaction costs allocated to the equity component were accounted for as a deduction from equity. Transaction costs allocated to the warrants were recorded directly in the consolidated statement of loss and comprehensive loss

​

Significant Inputs and Assumptions used in the Valuation:

​

All of the derivative warrant liabilities are exercisable in connection with the Tranche 2 Investment at the final investment decision (“FID”). The fair value of the derivative warrant liability was determined based on the estimated timing of exercise for each warrant. As at March 31, 2026, all warrants are expected to be exercised upon the Active Anode Material (“AAM”) FID. This represents a change in management’s estimate compared to December 31, 2025, at which time certain warrants were expected to be exercised upon the Matawinie Mine FID.

The following assumptions were used to estimate the fair value of the derivative warrant liability:

​	​	​	​	​
​	​	​	​	March 31, 2026
​	​	FID - Matawinie Mine	​	FID - Active anode material
Number of Warrants		​	​	70,932,538
Risk-Free Interest Rate		​	​	3.72%
Expected Volatility		​	​	93%
Stock Price at Valuation Date		​	​	US$2.24
Exercise Price		​	​	US$2.38
Average Fair Value per Warrant		​	​	US$0.54

​

​	​	​	​	​
​	​	​	​	December 31, 2025
​	​	FID - Matawinie Mine	​	FID - Active anode material
Number of Warrants	​	45,932,538	​	25,000,000
Risk-Free Interest Rate	​	3.67%	​	3.54%
Expected Volatility	​	98%	​	98%
Stock Price at Valuation Date	​	US$2.48	​	US$2.48
Exercise Price	​	US$2.38	​	US$2.38
Average Fair Value per Warrant	​	US$0.53	​	US$0.87

​

The main non-observable input used in the model is the expected volatility. An increase or decrease in the expected volatility used in the model of 10% would have resulted in the following change in the fair value of the warrants:

​	​	​	​	​
​	​	​	​	March 31, 2026
​	​	FID - Matawinie Mine	​	FID - Active anode material
​	​	$	​	$
10% increase in volatility		—	​	5,569
10% decrease in volatility		—	​	(5,626)

​

​	​	​	​	​
​	​	​	​	December 31, 2025
​	​	FID - Matawinie Mine	​	FID - Active anode material
​	​	$	​	$
10% increase in volatility		2,840	​	2,503
10% decrease in volatility		(2,854)	​	(2,547)

​

​

11

Table of Contents

NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

10. EQUITY

10.1 SHARE CAPITAL

Authorized share capital

Unlimited number of common shares voting and participating, with no par value. All issued ordinary shares are fully paid.

​	​	​	​	​
​	​	For the three-month period ended	​	For the year ended
​	​ ​ ​	March 31, 2026	​ ​ ​	December 31, 2025
Shares issued at the start of the period		160,761,539		152,261,189
Shares issued from offering	​	—	​	8,333,334
Options exercised (Note 10.2)	​	65,000		167,016
Shares issued at the end of period		160,826,539	​	160,761,539

10.2 SHARE-BASED PAYMENTS

The Company maintains various share-based compensation incentives governed by the omnibus equity incentive plan available to eligible directors, officers, employees, and consultants, as determined by the Board of Directors. The objective of the Omnibus Equity Incentive Plan is to enhance the Company’s ability to attract and retain talented personnel, while aligning their interests with those of the Company’s shareholders. Under the Omnibus Equity Incentive Plan, the Company may grant Stock Option Awards, Restricted Share Unit (RSU) Awards, Performance Share Unit (PSU) Awards, and Deferred Share Unit (DSU) Awards. The Omnibus Equity Incentive Plan stipulates that the total number of share-based payments under this Plan shall not exceed 15% of the Company’s total issued and outstanding shares, with a maximum of 7.5% allocated to RSUs, PSUs, and DSUs, and a maximum of 7.5% allocated to Stock Options.

​

A summary of the share-based payments expense is detailed as follows:

​	​	​	​	​
​	​	For the three-month period ended	​ ​ ​	For the three-month period ended
​	​ ​ ​	March 31, 2026	​ ​ ​	March 31, 2025
Stock option		780		3,213
RSU		102		—
PSU	​	666		—
​	​	1,548	​	3,213

During the three-month period ended March 31, 2026, the Company capitalized $156 of share-based payment expenses in property plant and equipment, under the category mine under construction ($332 for the three-month period ended March 31, 2025).

​

​

​

​

​

​

​

​

​

​

​

12

Table of Contents

NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

Stock options

The Company’s stock options are as follows:

​	​	​	​	​	​	​	​	​
​	​	For the three-month period ended March 31, 2026			​	For the year ended December 31, 2025
​	​	​	​	Weighted average	​	​	​	Weighted average
​	​	Number of	​	exercise price	​	Number of	​	exercise price
​	​	Stock Options	​	$	​	Stock Options	​	$
Opening balance	​	7,690,750	​	4.59	​	7,994,500	​	4.90
Granted	​	—	​	—	​	2,052,500	​	2.18
Exercised	​	(65,000)		2.36		(510,000)		1.98
Expired	​	—		—		(1,574,000)		4.26
Forfeited	​	(115,000)		2.20		(272,250)		2.47
Ending balance	​	7,510,750		4.64		7,690,750		4.59
Options that can be exercised	​	3,780,750		6.60		3,845,750		6.53

​

The Company’s stock options include grants made to key employees in 2024 that vest upon the achievement of FID, with a portion vesting upon the Matawinie Mine FID and a portion vesting upon the AAM FID, subject to certain conditions.

Restricted share units

The Company’s RSU are as follows:

​	​	​	​	​	​	​	​	​
​	​	For the three-month period ended March 31, 2026			​	For the year ended December 31, 2025
​	​	​	​	Weighted average	​	​	​	Weighted average
​	​	​	​	share price	​	​	​	share price
​	​	Number of RSUs	​	$	​	Number of RSUs	​	$
Opening balance	​	197,342	​	3.42	​	—	​	—
Granted	​	—	​	—	​	197,342	​	3.42
Ending balance	​	197,342		3.42		197,342		3.42
Vested - end of the year	​	—		—		—		—

​

They RSU vest annually in three equal tranches from the date of grant.

Performance share units

The Company assesses each reporting period if performance criteria on share-based units will be achieved in measuring the share-based payments. The actual share-based payment and the period over which the expense is being recognized may vary from the estimate.

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The Company’s PSU are as follows:

​	​	​	​	​	​	​	​	​
​	​	For the three-month period ended March 31, 2026			​	For the year ended December 31, 2025
​	​	​	​	Weighted average	​	​	​	Weighted average
​	​	​	​	share price	​	​	​	share price
​	​	Number of PSUs	​	$	​	Number of PSUs	​	$
Opening balance	​	394,658	​	3.42	​	—	​	—
Granted	​	—	​	—	​	394,658	​	3.42
Ending balance	​	394,658		3.42		394,658		3.42
Vested - end of the year	​	—		—		—		—

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The PSUs vest upon the achievement of FID, with a portion vesting upon the Matawinie Mine FID and a portion vesting upon the AAM FID.

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

11. MINING PROJECTS EXPENSES

​	​	​	​	​
​	​	For the three-month periods ended
​	​	March 31, 2026	​ ​ ​	March 31, 2025
​	​	$	​	$
Wages and benefits	​	1,389	​	978
Share-based compensation		277	​	522
Engineering	​	95	​	—
Consulting fees		24	​	31
Materials, consumables, and supplies		158	​	218
Maintenance and subcontracting		411	​	89
Utilities		82	​	91
Depreciation and amortization		122	​	59
Other		55	​	67
Uatnan Mining Project - Exploration and evaluation expenses	​	4	​	10
Grants		—	​	(5)
Tax credits		(294)	​	(94)
Mining projects expenses		2,323		1,966

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12. BATTERY MATERIAL PLANT PROJECT EXPENSES

​	​	​	​	​
​	​ ​ ​	For the three-month periods ended
​	​	March 31, 2026	​ ​ ​	March 31, 2025
​	​	$	​	$
Wages and benefits	​	909	​	1,344
Share-based compensation		128	​	271
Engineering		3,314	​	5,074
Consulting fees		195	​	208
Materials, consumables, and supplies		82	​	468
Maintenance and subcontracting	​	42	​	158
Utilities		12	​	129
Depreciation and amortization		185	​	2,097
Other		90	​	82
Grants		(70)	​	(251)
Tax credits		(931)	​	—
Battery Material Plant project expenses		3,956		9,580

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13. GENERAL AND ADMINISTRATIVE EXPENSES

​	​	​	​	​
​	​	For the three-month periods ended
​	​	March 31, 2026	​	March 31, 2025
​	​ ​ ​	$	​ ​ ​	$
Wages and benefits	​	2,429	​	2,068
Share-based compensation	​	987	​	2,088
Professional fees	​	1,852	​	530
Consulting fees	​	715	​	658
Travelling, representation and convention	​	186	​	202
Office and administration	​	1,634	​	1,248
Stock exchange, authorities, and communication	​	103	​	251
Depreciation and amortization	​	38	​	36
Other financial fees	​	4	​	5
General and administrative expenses	​	7,948		7,086

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

14. NET FINANCIAL COSTS (INCOME)

​	​	​	​	​
​	​ ​ ​	For the three-month periods ended
​	​	March 31, 2026	​ ​ ​	March 31, 2025
​	​ ​ ​	$	​ ​ ​	$
Foreign exchange loss (gain)	​	991	​	(24)
Interest income		(555)	​	(1,002)
Interest expense on lease liabilities		1	​	3
Change in fair value - Listed shares	​	100	​	—
Change in fair value - Embedded derivative and deferred amount amortization	​	(165)	​	—
Change in fair value - Derivative warrant liability	​	(10,490)	​	(5,623)
Interest and accretion on borrowings and notes		257	​	356
Net financial costs (income)		(9,861)		(6,290)

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15. ADDITIONAL CASH FLOW INFORMATION

​	​	​	​	​	​	​
​	​	​	​	For the three-month periods ended
​	​	​	​	March 31, 2026	​ ​ ​	March 31, 2025
​	​	​	​	$	​	$
Grants receivable and other current assets		​		77		2
Deferred grants		​		—		(45)
Mining tax credits		​		(1,262)		(94)
Sales taxes receivable		​		(143)		153
Prepaid expenses		​		540		749
Restricted cash and deposits	​	​	​	—	​	(342)
Accounts payable and other		7		457		(1,191)
Total net change in working capital		​		(331)		(768)
​	​	​	​	​	​	​
Other Cash Flow Information	​	​	​	​	​	​
Tax credits received		​		—		—
Interest paid		​		10	​	14
Deferred financing costs included in accounts payable and accrued liabilities	​	​	​	1,802	​	—
Share issue costs included in accounts payable and accrued liabilities	​	​	​	124	​	207

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Reconciliation of additions presented in the property, plant and equipment schedule to the net cash used in investing activities

​	​	​	​	​	​	​
​	​	​	​	For the three-month periods ended
​	​	​	​	March 31, 2026	​ ​ ​	March 31, 2025
​	​	​	​	$	​	$
Additions of property, plant and equipment as per note 6		​		6,588		6,165
Non-cash decrease (increase) of the asset rehabilitation obligation		​		(258)		(7)
Borrowing costs included in Mine under construction		​		(382)		(561)
Share-based compensation capitalized (non-cash)		​		(156)		(332)
Grants recognized		​		15		9
Grants received	​	​	​	(8)	​	(604)
Accounts payable variation related to property, plant and equipment		​		(1,711)		(1,479)
Net cash flow used in investing activities - purchase of property, plant and equipment		​		4,088		3,191

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

16. RELATED PARTY TRANSACTIONS

The Company considers its directors and officers to be key management personnel. Transactions with key management personnel are set out as follows:

​	​	​	​	​
​	​	For the three-month periods ended
​	​	March 31, 2026	​	March 31, 2025
​	​ ​ ​	$	​ ​ ​	$
Key management compensation		​		​
Wages and short-term benefits		568		345
Share-based payments		926		2,095
Board fees		201		230

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17. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

FAIR VALUE

Current financial assets and financial liabilities are valued at their carrying amounts, which are reasonable estimates of their fair value due to their relatively short-maturities; this includes cash and cash equivalents, other receivables and accounts payable and accrued liabilities. Borrowings and the convertible debt host are accounted for at amortized cost using the effective interest method, and their fair value approximates their carrying value except for the convertible debt host for which fair value is estimated at $16,997 (US$12,194) as at March 31, 2026 ($16,551 (US$12,076) as at December 31, 2025).

Fair Value Hierarchy

Subsequent to initial recognition, the Company uses a fair value hierarchy to categorize the inputs used to measure the financial instruments at fair value grouped into the following levels based on the degree to which the fair value is observable.

- Level 1: Inputs derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

- Level 2: Inputs derived from other than quoted prices included within 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: Inputs that are not based on observable market data (unobservable inputs).

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​	​	​	​	​	​	​	​	​
​	​	As at March 31, 2026
​	​ ​ ​	Level 1	​ ​ ​	Level 2	​ ​ ​	Level 3	​ ​ ​	Total
Financial Assets at FVTPL	​	​	​	​	​	​	​	​
Non-current investments (Equity investment in publicly listed entities)		350		—		—		350
Financial liabilities at FVTPL		​		​		​		​
Convertible notes - Embedded derivatives (note 8)		—		—		193		193
Warrants (note 9)		—		—		53,538		53,538

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​	​	​	​	​	​	​	​	​
​	​	As at December 31, 2025
​	​ ​ ​	Level 1	​ ​ ​	Level 2	​ ​ ​	Level 3	​ ​ ​	Total
Financial Assets at FVTPL	​	​	​	​	​	​	​	​
Non-current investments (Equity investment in publicly listed entities)		450		—		—		450
Financial liabilities at FVTPL		​		​		​		​
Convertible notes - Embedded derivatives (note 8)		—		—		352		352
Warrants (note 9)		—		—		62,957		62,957

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There were no transfers between Level 1, Level 2 and Level 3 during the three-month period ended March 31, 2026 (none in 2025).

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

Financial Instruments Measured at FVTPL

Non-Current investments

Equity instruments publicly listed are classified as a Level 1 in the fair value hierarchy. Their fair values are a recurring measurement and are estimated using the closing share price observed on the relevant stock exchange.

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18. SUBSEQUENT EVENTS

In April 2026, the Company entered into subscription agreements with Canada Growth Fund (US$82 million), the Government of Québec, through its agent Investissement Québec (US$61 million), and Eni S.p.A. (US$70 million) for an aggregate equity investment of US$213 million, pursuant to a private placement of common shares. The release of the net proceeds from the subscription receipts remain conditional upon the receipt of shareholder approvals and customary regulatory approvals. The special and annual general meeting of shareholders has been scheduled for May 13, 2026, to consider the required approvals. The private placement is expected to close on or about May 15, 2026.

The Company also completed, in April 2026, a bought deal public offering of subscription receipts for aggregate gross proceeds of US$96.5 million, consisting of an initial offering of US$84 million of subscription receipts plus the full exercise of the over-allotment option, at a price of US$1.84 per subscription receipt. The release of the net proceeds from this public offering remains subject to the satisfaction of certain release conditions, including the completion of the US$213 million private placement and the receipt of shareholder approvals for this private placement.

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Exhibit 99.2

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MANAGEMENT
DISCUSSION & ANALYSIS

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For the three-month period ended March 31, 2026

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Table of Contents

TABLE OF CONTENTS

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TABLE OF CONTENTS‌1 PREAMBLE‌3 PERIOD COVERED‌ 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS‌ 3 TECHNICAL INFORMATION AND CAUTIONARY NOTE TO U.S. INVESTORS‌ 4 MARKET AND INDUSTRY DATA‌ 5 THE COMPANY‌6 CORPORATE STRUCTURE‌ 6 VALUE PROPOSITION‌ 6 HIGHLIGHTS‌8 BUSINESS LINES‌9 Projects Overview‌ 9 DEMONSTRATION PLANTS‌ 11 Battery Material Demonstration Plants (Phase 1)‌ 11 MATAWINIE MINE PROJECT‌ 11 Matawinie Mine (Phase 2)‌ 11 BÉCANCOUR BATTERY MATERIAL PLANTS PROJECT‌ 12 13-ktpa Bécancour Battery Material Plant (Phase 2)‌ 12 UATNAN MINING PROJECT‌ 12 COMMERCIAL STRATEGY‌13 SALES‌ 13 MARKET UPDATE‌ 13 RESPONSIBILITIES‌15 GOVERNANCE‌16 RISKS‌ 16 FINANCING‌ 16 Phase-2 Matawinie Mine Financing‌ 16 The project financing process for the Phase-2 Matawinie Mine is nearing completion with the structure now finalized.‌ 16 Phase-2 13-ktpy Bécancour Battery Material Plant Financing‌ 16 QUARTERLY RESULTS‌18 OTHER FINANCIAL INFORMATION‌19 THREE-MONTH PERIOD RESULTS‌19

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Management Discussion and Analysis 1

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Table of Contents

MINING PROJECTS EXPENSES‌19

BATTERY MATERIAL PLANT PROJECT EXPENSES‌20

GENERAL AND ADMINISTRATIVE EXPENSES‌20

NET FINANCIAL COSTS‌21

LIQUIDITY AND FUNDING‌22

OPERATING ACTIVITIES‌23

INVESTING ACTIVITIES‌23

FINANCING ACTIVITIES‌23

ADDITIONAL INFORMATION‌23

RELATED PARTY TRANSACTIONS‌23

OFF-BALANCE SHEET TRANSACTIONS‌24

CRITICAL ACCOUNTING ESTIMATES, NEW ACCOUNTING POLICIES, JUDGEMENTS AND ASSUMPTIONS‌24

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT‌24

CAPITAL STRUCTURE‌24

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING‌24

Disclosure Controls and Procedures‌ 24

Internal Controls over Financial Reporting‌ 24

ADDITIONAL INFORMATION AND CONTINUOUS DISCLOSURE‌25

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Management Discussion and Analysis 2

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Table of Contents

PREAMBLE

This Management Discussion and Analysis (“MD&A”) dated May 12, 2026, has been prepared according to Regulation 51-102 of the continuous disclosure requirements and approved by the Board of Directors of Nouveau Monde Graphite Inc. (the “Company” or “NMG”).

This MD&A should be read in conjunction with the Company’s condensed consolidated interim unaudited financial statements for the three-month period ended March 31, 2026, and the consolidated audited financial statements for the years ended December 31, 2025, and December 31, 2024, and related notes. The Company’s consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards, as published by the International Accounting Standards Board (“IASB”) (“IFRS Accounting Standards”). All monetary amounts included in this MD&A are expressed in thousands of Canadian dollars (“CAD”), the Company’s reporting and functional currency, unless otherwise noted.

PERIOD COVERED

This MD&A report is for the three-month period ended March 31, 2026, with additional information up to May 12, 2026.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This MD&A 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 financial or operating events or future 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. In some cases, forward-looking statements can be identified by words such as “aim”, “anticipate”, “aspire”, “attempt”, “believe”, “budget”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “mission”, “plan”, “potential”, “predict”, “progress”, “outlook”, “schedule”, “should”, “study”, “target”, “will”, “would” or the negative of these terms or other similar expressions concerning matters that are not historical facts. In particular, statements regarding the Company’s future results, the intended construction and commissioning timeline of the Matawinie Mine Project and the Bécancour Battery Material Plants Project, the Demonstration Plant, including the shaping and coating  demonstration plants, and the Concentrator Demonstration Plant, the intended strategy and development of the Matawinie Mine, the intended strategy and development of the 13-ktpa Bécancour Battery Material Plant, the intended strategy and development of the 44-ktpa Bécancour Battery Material Plant, including the sequencing of the financing of these projects, the intent of the Company to prioritize, as an initial milestone for the Bécancour Battery Material Plants (as defined herein), the development of the 13-ktpa Bécancour Battery Material Plant, the possibility that the powerline may not be operational in due time for the Matawinie Mine Project commissioning phase, the intended development of the Uatnan Mining Project (as described herein), the economic performance and product development efforts, as well as the Company’s expected achievement of milestones, including the ability to close the private placements with Canada Growth Fund Inc., Investissement Québec and Eni S.p.A., including the determination of FID for the Matawinie Mine, the ability to obtain sufficient financing for the development of the Bécancour Battery Material Plants Project on favorable terms for the Company, including the completion of the financing and the FID for the Bécancour Battery Material Plants Project, the satisfaction of the terms and conditions, conditions precedent, as well as qualification requirements of the product and the commercial operations as set forth in the offtake agreements entered into with the Company, including the Panasonic Energy Agreement and the amended and restated offtake and joint marketing agreement with Traxys, the satisfaction of the conditions precedent to the Panasonic Energy Agreement, the Company’s development activities and production plans, including the operation of the Demonstration Plant, the ability to achieve the Company’s environmental, social and

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Management Discussion and Analysis 3

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Table of Contents

governance (“ESG”) initiatives, the execution and implementation of agreements with First Nations, communities and key stakeholders on favorable terms for the Company, the Company’s ability to provide advanced materials while promoting sustainability and supply chain traceability, including the Company’s green and sustainable lithium-ion active anode material initiatives, the Company’s ability to establish a local, carbon-neutral, and traceable turnkey supply of graphite for the Western World, the Company’s electrification strategy and its intended results, market trends, the consumers demand for components in lithium-ion batteries for electric vehicles, energy storage solutions, and consumer technology applications, as well as niche applications in traditional, specialized, defense industries, the Company’s competitive advantages, macroeconomic conditions, the impact of applicable laws and regulations, the results of the 2025 Matawinie Mine Feasibility Study, the results of the AACE Project Cost Estimates (as defined herein), the results of the 2023 Uatnan Mining Project Report and any other feasibility study and preliminary economic assessments and any information as to future plans and outlook for the Company are or involve forward looking-statements.

Forward-looking statements are based on reasonable assumptions that have been made by the Company as at the date of such statements and are 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 statements, including but not limited to, the actual results of current development, engineering and planning activities, access to capital and future prices of graphite, new mining operation inherent risks, mineral exploration and development activities inherent risks, the speculative nature of mining development, changes in mineral production performance, the uncertainty of processing the Company’s technology on a commercial basis, development and production timetables; competition and market risks; pricing pressures; other risks of the mining industry,  and additional engineering and other analysis as required to fully assess their impact; the fact that certain of the initiatives described in this MD&A are still in the early stages and may not materialize; business continuity and crisis management; political instability and international conflicts; and such other assumptions and factors as set out herein and in this MD&A, and additionally, such other factors discussed in the section entitled “Risk Factors” in the Company’s most recent annual information form, which is available under the Company’s profile on SEDAR+ (www.sedarplus.ca).

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that may cause results not to be as anticipated, estimated, or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and are cautioned that the list of risks, uncertainties, assumptions and other factors are not exhaustive. The Company does not undertake to update or revise any forward-looking statements that are included in this MD&A, whether as a result of new information, future events, or otherwise, except in accordance with applicable securities laws. Additional information regarding the Company can be found in the most recent annual information form, which is available under the Company’s profile on SEDAR+ (www.sedarplus.ca), under the Company’s issuer profile.

TECHNICAL INFORMATION AND CAUTIONARY NOTE TO U.S. INVESTORS

Scientific and technical information in this MD&A has been reviewed and approved by Eric Desaulniers, geo, President and CEO of NMG, a Qualified Person as defined by National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). Further information about the Matawinie Mine Project, including a description of key assumptions, parameters, methods, and risks, is available in a technical report following NI 43-101 rules and guidelines, titled “NI 43-101 Technical Report: 2025 Feasibility Study for the Matawinie Graphite Mine, Saint-Michel-des-Saints, Québec, Canada” dated and effective November 12, 2025 , and available on SEDAR+ and EDGAR (the “2025 Matawinie Mine Feasibility Study”). Further information about the Uatnan Mining Project, including a description of key assumptions, parameters,

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Management Discussion and Analysis 4

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Table of Contents

methods, and risks, is available in a technical report following NI 43-101 rules and guidelines, titled “NI 43-101 Technical Report – PEA Report for the Uatnan Mining Project”, effective January 10, 2023, and available on SEDAR+ and EDGAR (the “2023 PEA”).

Disclosure regarding Mineral Reserve and Mineral Resource estimates included herein were prepared in accordance with NI 43-101 and applicable mining terms are as defined in accordance with the CIM Definition Standards on Mineral Resources and Reserves adopted by the Canadian Institute of Mining, Metallurgy and Petroleum Council (the “CIM Definition Standards”), as required by NI 43-101. Unless otherwise indicated, all reserve and resource estimates included in this MD&A have been prepared in accordance with the CIM Definition Standards, as required by NI 43-101.

NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs from the disclosure requirements of the United States Securities and Exchange Commission (the “SEC”) applicable to U.S. companies. Accordingly, information contained herein may not be comparable to similar information made public by U.S. companies reporting pursuant to SEC reporting and disclosure requirements.

MARKET AND INDUSTRY DATA

Market and industry data presented throughout this MD&A was obtained from third-party sources and industry reports, publications, websites, and other publicly available information, as well as industry and other data prepared by the Company or on behalf of the Company based on its knowledge of the markets in which the Company operates, including information provided by suppliers, partners, customers and other industry participants.

The Company believes that the market and economic data presented throughout this MD&A is accurate as of the date of publication and, with respect to data prepared by the Company or on behalf of the Company, that estimates and assumptions are currently appropriate and reasonable, but there can be no assurance as to the accuracy or completeness thereof. The accuracy and completeness of the market and economic data presented throughout this MD&A are not guaranteed and the Company does not make any representation as to the accuracy of such data. Actual outcomes may vary materially from those forecasted in such reports or publications, and the prospect of material variation can be expected to increase as the length of the forecast period increases. Although the Company believes it to be reliable as of the date of publication, the Company has not independently verified any of the data from third-party sources referred to in this MD&A, analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying market, economic and other assumptions relied upon by such sources. Market and economic data are subject to variations and cannot be verified due to limits on the availability and reliability of data inputs, the voluntary nature of the data-gathering process and other limitations and uncertainties inherent in any statistical survey.

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Management Discussion and Analysis 5

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Table of Contents

THE COMPANY

CORPORATE STRUCTURE

The Company was established on December 31, 2012, under the Canada Business Corporations Act. NMG’s registered office is located at 481 Brassard Street, Saint-Michel-des-Saints, Québec, Canada, J0K 3B0.

In view of final investment decisions (“FID”) on its Phase-2 projects, the Company incorporated NMG Matawinie Inc. and NMG Bécancour Inc. on June 20, 2025. The Company now has four subsidiaries (with equity ownership indicated below) namely:

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The Company’s shares are listed under the symbol NOU on the Toronto Stock Exchange (“TSX”) and NMG on the New York Stock Exchange (“NYSE”).

The Company’s consolidated financial statements have been prepared using International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”) (“IFRS Accounting Standards”) applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due for the foreseeable future.

Based on all available information about the future, which includes at least, but not limited to, the next twelve months, management believes that without the additional funding secured subsequent to March 31, 2026, as disclosed in Note 18 of the condensed consolidated interim unaudited financial statements for the three-month period ended March 31, 2026, the Company does not have sufficient liquidity to pursue its planned development activities. This funding is contingent on receiving shareholder approval and regulatory approval and there can be no assurances that these will both be successful. These circumstances indicate the existence of material uncertainties that cast substantial doubt as to the ability of the Company to continue as a going concern and accordingly, the appropriateness of the use of accounting principles applicable to a going concern.

Although management has taken steps to verify the ownership rights in mining properties in which the Company holds an interest in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the title property for the Company. The title may be subject to unregistered prior agreements and may not comply with regulatory requirements.

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Management Discussion and Analysis 6

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Table of Contents

VALUE PROPOSITION

NMG 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.

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Vision	To accelerate the transition to a decarbonized and just future.
Mission	To become the industry benchmark by producing high-quality graphite solutions responsibly and safely.
Values	Caring, responsibility, openness, integrity, and entrepreneurial spirit.

Based in Québec, Canada, the Company’s activities are focused on the planned Matawinie graphite mine and concentrator (the “Matawinie Mine”) and the planned commercial value-added graphite products transformation facilities comprising of a first stage battery material plant for 13ktpa of active anode material (the “13-ktpa Bécancour Battery Material Plant”), both of which are progressing towards their FID in view of commercial operations. NMG is continuing pursuing a second stage battery material plant for 44ktpa of active anode material (the “44-ktpa Bécancour Battery Material Plant”) (the 13-ktpa Bécancour Battery Material Plant and the 44-ktpa Bécancour Battery Material Plant, collectively the “Bécancour Battery Material Plants”).  NMG is also planning the development of the Uatnan mining project (the “Uatnan Mining Project”) as a subsequent expansion phase. Underpinning these projects are NMG’s Matawinie and Lac Guéret graphite deposits and clean hydroelectricity powering its operations. The Company is developing what is projected to be one of North America’s first and largest fully integrated natural graphite production.

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Management Discussion and Analysis 7

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Table of Contents

HIGHLIGHTS

» Financing structure secured for the Phase-2 Matawinie Mine including committed US$335 million debt package with Export and Development Canada (“EDC”) and Canada Infrastructure Bank (“CIB”); US$213 million private placement with Canada Growth Fund (“CGF”), the Government of Québec via its agent Investissement Québec (“IQ”), and Eni S.p.A. (“Eni”); and an oversubscribed bought deal public offering of subscription receipts for gross proceeds of approximately US$96.5 million, which are respectively subject to certain conditions precedents and closing conditions.

» Phase-2 Matawinie Mine FID to be declared upon closing of the private placements with CGF, IQ and Eni following the shareholders’ approval and the release of the net proceeds from the bought deal public offering.

» Construction activities initiated at the Matawinie site with integrated project team and contractors mobilized onsite for the start of civil works; key contracts secured covering more than 50% of projected CAPEX within financial estimates.

» Signature of an LOI with Eni S.p.A. toward commercial discussions for a potential 15,000-tpa graphite concentrate offtake from the Phase-2 Matawinie Mine or equivalent volume of active anode material.

» Technical development and sustained advancement of a Class 3 AACE Estimate for the 13-ktpa Bécancour Battery Material Plant.

» Financing modeling and active engagement with targeted financial partners for the 13-ktpa Bécancour Battery Material Plant with a view to reach its FID in H2-2026.

» Active procurement activities to support the construction schedule of the Phase-2 Matawinie Mine and secure key contracts for the 13-ktpa Bécancour Battery Material Plant.

» Issuance of the 2025 ESG Report with continued leadership in environmental stewardship, stakeholder engagement, human capital, governance, and responsible practices.

» Operational discipline, with no major environmental incidents, 12-month rolling TRIFR of 2.98 at the Company’s facilities and 0 at the Matawinie construction site.

» Period-end cash position of $57,309.

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BUSINESS LINES

Striving to establish a local, carbon-neutral, and traceable turnkey supply of graphite for the Western World, the Company is advancing an integrated business operation, from responsible mining to advanced processing. NMG is marketing its future production of graphite concentrate and active anode material to serve in lithium-ion batteries for EVs, energy storage solutions, and consumer technology applications, as well as niche applications in traditional, industrial, and specialized industries.

The Company is carrying out a phased development plan for its Matawinie Mine and Bécancour Battery Material Plants (respectively, with the applicable demonstration plants (Phase 1), the “Matawinie Mine Project” and the “Bécancour Battery Material Plants Project” (Phase 2)), to advance towards FID in view of commercial operations. To support growth and meet customers’ demand beyond its Phase 2, the Company is planning the development of the Uatnan Mining Project targeted as NMG’s Phase-3 expansion.

Projects Overview

Demonstration Plants
Phase 1 – Demonstration Plants
​	Concentrator Demonstration Plant	In operation to support product sampling and qualification to customers’ specifications.
​	Battery Material Demonstration Plants	In operation to support product sampling and qualification to customers’ specifications. Ongoing testing is also being conducted at third-party facilities.

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Matawinie Mine Project

To support the development of the Matawinie Mine, NMG has started construction activities in parallel to finalizing the closing of the private placements with CGF, IQ and ENI and the bought deal public offering.

With the debt package having been secured with EDC and CIB, subject to certain conditions precedents, including among others, the finalization of the legal documentation of the credit facilities of the debt package, it is expected that FID will occur upon closing of the private placements with IQ, CGF and ENI following the satisfaction of the closing conditions shortly after the shareholders’ approval currently scheduled for May 13, 2026, as well as the satisfaction of the release conditions of the bought deal public offering.

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Phase 2 – Matawinie Mine ​			Mining decree obtained. Completion and issuance of the 2025 Matawinie Mine Feasibility Study reflecting advancement in engineering, in technological development, in project optimizations, and in the financial model. Advanced detailed engineering and procurement activities in support of execution plan. Financing structure completed; FID expected to occur upon closing of the private placements with IQ, CGF and ENI following the satisfaction of the closing conditions shortly after the shareholders’ approval currently scheduled for May 13, 2026, as well as the satisfaction of the release conditions of the bought deal public offering. Construction activities initiated.
Bécancour Battery Material Plants Project
To support the development of the Bécancour Battery Material Plants, NMG plans to continue optimizing its processes, products, and operational practices to align with the technical requirements of its customers; refine environmental performance and operational parameters of the chemical purification technology; advance engineering, construction planning, and procurement activities; and finalize the project financing for the 13-ktpa Bécancour Battery Material Plant with the various financial stakeholders engaged in the project to reach its FID and launch construction for this facility. A positive FID is dependent on the financing structure in light of the 13-ktpa Bécancour Battery Material Plant Class 3 AACE Estimate, updated financial model, the conclusions of the due diligence processes, and negotiations with the various financial stakeholders, including the completion of the conditions precedent and the project-related agreement with Panasonic Energy. Phase 2 – Bécancour Battery Material Plants
13-ktpa Bécancour Battery Material Plant		Acquisition of a brownfield site located in Bécancour. Class 3 AACE Estimate in preparation to retrofit plans to the building; permitting, engineering, and procurement activities advancing in parallel.
44-ktpa Bécancour Battery Material Plant		Ongoing commercial discussions to finalize product mix and development plan.

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Uatnan Mining Project
To support the advancement of the Uatnan Mining Project, NMG plans engaging with the Innu First Nation of Pessamit to establish a collaboration model in view of advancing a feasibility study along with an environmental and social impact assessment. Additional funding will be required to support this development. The Company also aims at formalizing commercial engagement for this contemplated production. The development of the project leading to governmental authorizations is dependent on positive studies results, successful public consultation and First Nation engagement, favorable market demand, and commercial interest.
Phase 3 – Uatnan Mining Project			Preliminary economic assessment (“2023 PEA”) completed; detailed work plan for subsequent studies ready for deployment. Assessment of potential sites for processing plants initiated.

DEMONSTRATION PLANTS

Since 2018, the Company has been operating demonstration plants to support its business plan, technological development, and commercialization strategy.

Concentrator Demonstration Plant (Phase 1)

Graphite concentrate is produced from ore extracted from the Matawinie graphite property to serve as the feedstock for the Company’s Phase-1 Battery Material Demonstration Plants and as samples for potential customers interested in flake graphite.

Battery Material Demonstration Plants (Phase 1)

Shaping, purification, and coating processes are carried out across NMG’s Phase-1 facility and partnering laboratories to produce samples of varying specifications to provide inputs for the engineering of the Phase-2 Bécancour Battery Material Plants, support qualification efforts, and optimize technological and operational parameters of advanced refining processes. Site visits with customers enable the harmonization of test protocols at NMG’s battery laboratory.

MATAWINIE MINE PROJECT

NMG is advancing the development of its Matawinie graphite property, in which the Company owns a 100% interest, to produce about 106,000 tonnes per annum (“tpa”) of graphite concentrate over the 25-year life of mine.

Matawinie Mine (Phase 2)

The Matawinie Mine has reached the final stages toward a positive FID (see the Financing section, under Governance for further details) and construction activities have started in April 2026.

» Ongoing permit/authorization applications for the construction managed in line with the project execution schedule.

» Integrated project team (“IPT”) composed of NMG, Pomerleau as Construction Manager and AtkinsRéalis as Engineering Firm, now mobilized at the construction site.

» Civil works with Manawan-Fournier as the main civil works contractor initiated in early Q2-2026.

» Continued advancement of detailed engineering and procurement of key services and equipment to accelerate construction upon reaching a positive FID. Major contracts awarded and secured represent over 50% of the project’s CAPEX and are within estimates of the 2025 Matawinie Mine Feasibility Study.

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BÉCANCOUR BATTERY MATERIAL PLANTS PROJECT

The Company is advancing a two-stage development plan for its Phase-2 Bécancour Battery Material Plants – NMG’s comprehensive advanced processing platform – leveraging contiguous brownfield and greenfield sites. The Company is advancing technical project development to fulfill its committed volumes upon reaching a FID for the 13-ktpa Bécancour Battery Material Plant.

13-ktpa Bécancour Battery Material Plant (Phase 2)

NMG will leverage a 143,000-m² brownfield property, contiguous with its greenfield site, to build a first production capacity to refine graphite concentrate from the Company’s Phase-2 Matawinie Mine into 13,000 tpa of active anode material dedicated to Panasonic Energy.

The Company is working to retrofit its plan to the newly acquired building and develop a Class 3 estimate as per the AACE Recommended Practice 47R-11 for this brownfield development. The Company’s IPT execution model extends to the 13-ktpa Bécancour Battery Material Plant to advance the project development to FID and construction upon a favorable FID.

» The industrial building and associated infrastructure should enable the Company to lower infrastructure costs, optimize CAPEX per tonne costs for this first stage development, and streamline permitting, engineering, and construction timelines to align the commissioning period with that of the Matawinie Mine. 

» Processing technologies are being optimized by leveraging data from large-scale testing at partnering facilities.

» The procurement strategy is advancing for key technical expertise, specialized equipment, and long-lead items, including proactive risk mitigation for potentially sourcing out certain specialized equipment from Asia.

» Based on current estimates, FID is targeted for H2-2026

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44-ktpa Bécancour Battery Material Plant (Phase 2)

NMG maintains commercial engagement toward establishing offtakes for additional active anode material and/or advanced graphite materials production that would be developed on its 200,000-m² adjacent greenfield.

UATNAN MINING PROJECT

The Company is developing the Uatnan Mining Project as an expansion phase (Phase 3) with a view to produce up to 500,000 tpa of graphite concentrate over a 24-year life of mine, based on the PEA published in 2023 in accordance with NI 43-101. NMG is actively engaged with the Innu First Nation of Pessamit to define a shared development vision for the Uatnan Mining Project in view of the project’s next steps, namely the preparation of a feasibility study and an environmental and social impact assessment.

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COMMERCIAL STRATEGY

With a diversified portfolio of products, NMG is aligning its business plan and associated commercial strategy to cater to energy, advanced technology, and manufacturing industries in the Western World and allied nations.

SALES

Panasonic Energy

The 2025 Panasonic Energy Binding Offtake Agreement covers an initial seven-year term for the production of 13,000 tpa of active anode material via NMG’s Phase-2 integrated value chain. NMG’s active anode material continues to progress through Panasonic Energy’s qualification protocol to confirm its quality and performance. The 2025 Panasonic Energy Binding Offtake Agreement is subject to conditions precedent which are standard for a project of this nature, including among others, the successful start of commercial operation and final product qualification. It also contains standard termination rights for an agreement of this nature.

Panasonic Energy has reiterated its intent to support the development of NMG’s Phase-2 facility, which may entail an equity investment by Panasonic at the Phase-2 13-ktpa Bécancour Battery Material Plant FID, in line with Panasonic’s initial investment in 2024.

Traxys

The 2025 Traxys Binding Offtake and Marketing Agreement aims to secure up to 20,000-tpa of graphite concentrate offtake from the Phase-2 Matawinie Mine for distribution to industrial customers. With an initial seven-year term, the agreement includes sales pricing based on market indices with 10,000-tpa of firm take-or-pay volume.

Government of Canada

NMG and the Government of Canada, represented by Public Services and Procurement Canada (“PSPC”), have signed an updated binding long-form term sheet for the supply, storage, and resale of 30,000 tpa of graphite concentrate from NMG’s Phase-2 Matawinie Mine dated March 25, 2026, which is subject to certain conditions precedents. The seven-year offtake agreement currently under negotiation will be on a take-or-pay basis at a fixed North American market price for a basket of products. The marketing structure will allow NMG to market the Government of Canada’s committed volumes with an upside-sharing mechanism on proceeds above the fixed price, and the ability for Canada to store product.

Business Development

In addition, the Company is actively engaged with other tier-1 potential customers interested in NMG’s Phase-2 production for natural flake graphite, active anode material, and/or specialized graphite materials for niche applications.

MARKET UPDATE

According to Benchmark Minerals Intelligence Ltd, at the end of 2025, the total worldwide market demand for flake graphite amounted to approximately 1.2 million tonnes per year which can be divided into three distinct markets; lithium-ion batteries (54%), refractory and foundry (32%) and other industrial applications (14%). The lithium-ion battery segment can itself be split in two large categories, electric vehicles (“EVs”) and battery energy storage systems (“BESS”).

NMG through the updated binding long-form term sheet for the supply, storage, and resale of 30,000 tpa of graphite concentrate it has signed with the Government of Canada (industrial applications), Traxys (refractory and foundry) and Panasonic Energy (lithion-ion batteries) will address all three of these segments aiming to diversify its revenue and cash-flow streams while seeking to align the demand of its customers with the production mix and characteristics of the Matawinie mine.

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Trends

Benchmark Mineral Intelligence reports that 4 million EVs sold globally in Q1 2026, a 3% decline year over year. The downturn was partially offset by a strong March, when 1.75 million EVs were sold worldwide, a 66% jump from February and 3% higher than March 2025. However, this late-quarter rebound obscures the fact that regional performance is diverging more sharply than before.

According to Electrek.co (April 2026), Chinese EV sales remain 21% lower year to date, as shifting policies continue to dampen domestic demand. Europe has become the primary driver of EV growth, and the region recorded its strongest month ever in March, surpassing half a million sales for the first time. Sales rose 72% compared with February and 37% compared with March of last year, supported by subsidies and higher fuel prices linked to the conflict in the Middle East. Overall, the data suggests EV adoption is increasingly tied to energy security.

It is noteworthy that the recent volatility in the price of oil has reignited interest in EVs across several jurisdictions. According to CNBC (April 2026), various car-selling platforms in the U.S. and Europe have reported a sharp increase in consumer interest for EVs since the war began in late February. The burgeoning trend comes even as a large chunk of the legacy car industry pivots back to internal combustion engine vehicles namely in the U.S.

Americans purchased just 212,600 new EVs in the first quarter, down from 296,304 in Q1 2025 representing a 28% decline. EV market share fell to an estimated 5.8% of total new vehicle sales, matching Q4 2025’s share and well below the 7.5% peak reached in Q3 2025. New EV inventory has ballooned to 130 days’ supply or 46% higher than the 89 days’ supply for combustion vehicles which has forced automakers to pile on incentives. While the new EV market struggles, it is noteworthy that the used side is booming as Cox Automotive data shows 93,500 used EVs sold in Q1 2026, up 12% from 83,587 in Q1 2025 and up 17% from Q4 2025.

Also, according to Cox Automotive, there are now roughly 5.8 million EVs on U.S. roads, and they are charging more than ever as U.S. public charging sessions hit 141 million in 2025, up 30%. Electrified vehicles (including hybrids) reached an all-time high of 26% of new vehicle sales in Q4 2025, up nearly 4 percentage points year-over-year. Hybrid EVs hit a record 756,000 units in Q4 2025, up 57% year-over-year. 

The U.S. energy storage market hit a record 18.9 gigawatts of battery energy storage system installations in 2025, a 52% increase over 2024, according to the latest U.S. Energy Storage Monitor report released in March 2026, by the American Clean Power Association (ACP) and Wood Mackenzie. Allison Feeney, research analyst at Wood Mackenzie, mentioned “2025 was a banner year for the energy storage market,” as declining system costs, supportive policies and growing revenue opportunities all contribute to impressive growth over the last six years. He added, he expected this momentum to continue as the technology becomes even more proven and widely adopted.” 

Flake graphite

Flake graphite prices expressed in US dollars remained globally flat during the year 2025 and into early 2026 (Benchmark Mineral Intelligence, February 2026). This trend was also observed throughout the first quarter on a sequential quarter basis (in comparison to Q4 2025) (Benchmark Mineral Intelligence, April 2026).

Anode material

Active anode material (AAM) prices can be impacted by several factors such as graphite feedstock, product specifications, traceability, and perceived security of supply.

Unlike flake graphite, which is generally traded as a commodity, AAM is a higher-value product tailored to customer requirements and battery performance standards.

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When assessing pricing trends the Company uses amongst others Benchmark Mineral Intelligence price for high energy natural graphite AAM, (defined as high energy, ≥99.97% C, 360–370 mAh/g) (in combination of price guidance for high-end specifications anode material provided by another data provider).

Recent Regulatory Announcements

Canada and the European Investment Bank signed a Letter of Intent to explore cooperation on critical raw materials, building on the existing EU-Canada Strategic Partnership on Raw Materials to support secure, sustainable and diversified supply chains for minerals and metals critical to the green and digital transitions (Government of Canada, March 2026).

The Canadian government recently announced the Canada Strong Fund – Canada’s first national sovereign wealth fund which, through an initial federal contribution of $25 billion will strategically invest, alongside the private sector, in Canadian projects and companies driving our economic transformation. This includes projects in clean and conventional energy, critical minerals, agriculture, and infrastructure. (Government of Canada, April 2026).

In April 2026, the U.S. and EU signed a memorandum of understanding to secure and co-produce essential minerals used in semiconductors, EVs, and defense technologies. The agreement aims to counter China’s dominance in mineral processing and reduce supply-chain vulnerabilities which currently present significant economic and security risks for Western economies making diversification essential.

In parallel, the U.S. announced a joint action plan with the EU which includes proposed measures such as border-adjusted price floors, standards-based trading systems, subsidies to close pricing gaps, and long-term offtake agreements for selected minerals. The partnership also opens the door for broader cooperation with like-minded countries, such as Canada in building a plurilateral framework to enhance supply chain resilience worldwide.

Natural graphite, a designated critical mineral in Canada, the U.S., the European Union, Australia, the United Kingdom and is within NATO’s strategic materials framework.

RESPONSIBILITIES

For the twelve-month rolling period ended March 31, 2026, NMG reported a total recordable injury frequency rate of 2.98 and severity rate of 49.63 at the Company’s facilities, and 0 at its worksite. There were no major environmental incidents during this period.

NMG is aiming to publish its 2025 ESG Report on May 13, 2026, to disclose its managerial approach to addressing material topics and highlight significant sustainability milestones and indicators. The Company’s established ESG disclosure practices provide shareholders, investors, and stakeholders with a transparent and complete portrait of the Company’s risks, opportunities, and perspectives.

The Company has increased engagement with First Nations, communities and key stakeholders in the lead up to the start of construction of the Phase-2 Matawinie Mine. Dialogue on project progression, collaboration on joint initiatives, implementation of community-specific agreements, and advancement of project-related opportunities (business, training, employment, environmental stewardship, etc.) are ongoing.

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GOVERNANCE

RISKS

The Company operates in an industry that contains various risks and uncertainties. For a more comprehensive discussion of these inherent risks, see “Risk Factors”’ in the Company’s most recent annual information form on file with the Canadian provincial securities regulatory authorities and on SEDAR+ and on EDGAR.

FINANCING

Phase-2 Matawinie Mine Financing

The project financing process for the Phase-2 Matawinie Mine is nearing completion with the structure now finalized.

Fully committed senior project debt commitment letter of US$335 million secured with EDC and CIB, subject to certain conditions precedents.

» Long-tenor, flexible project-finance structure with competitive rates and repayment terms for a US$290 million senior secured term loan facility and US$45 million senior secured cost overrun debt facility.

» First-ranking security over the Matawinie Mine project and all material assets.

» Facilities to be used to fund eligible project construction costs, working capital requirements prior to completion, and transaction costs associated with the financing. The cost overrun facility provides additional protection against construction cost overruns, subject to defined conditions.

Private placements by CGF, IQ and Eni for an aggregate amount of US$213 million.

» Equity investment by CGF (US$82 million), the Government of Québec, through IQ, (US$61 million), and Eni (US$70 million).

» Closing of the Private Placements subject to the receipt of various shareholder approvals in accordance with applicable regulation and the satisfaction of closing conditions; annual and special meeting of shareholders scheduled on May 13, 2026.

» Net proceeds from the equity financing, once available to the Company, are expected to fund part of the Phase-2 Matawinie Mine.

Bought deal public offering for total gross proceeds to the Company of approximately US$96.5 million.

» Full exercise of the over-allotment option (15% additional subscription receipts).

» Gross proceeds of the bought deal offering less 50% of the underwriters’ fees held in escrow pending the satisfaction of the released conditions, including the private placements closing expected to occur on or about May 15, 2026.

Considering the announced public offering, associated over-allotment, the concurrent private placements and debt commitment, the Company is contemplating total gross proceeds of approximately US$645 million.

Upon closing of the private placement, satisfaction of the release conditions, and satisfaction of conditions precedents to the previously announced project debt financing, NMG expects to have secured all required funding to declare a positive FID on the Phase-2 Matawinie Mine.

Phase-2 13-ktpa Bécancour Battery Material Plant Financing

In parallel, the Company advances project financing activities for the 13-ktpa Bécancour Battery Material Plant with targeted financial partners. NMG’s strategic shareholders Panasonic and Mitsui & Co., Ltd (“Mitsui”) have indicated their intention, subject to internal approval, to vote in favor of the Matawinie Mine transactions and have reiterated their interest to continue diligently studying an equity investment into the 13-ktpa Bécancour Battery Material Plant FID, pending customary due diligence including review of economics, agreement on relevant contracts, lenders’ approval (if necessary).

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Although management believes that FID for the 13-ktpa Bécancour Battery Material Plant will occur, no assurance can be given that those arrangements and expressions of interest will all become committed volumes and converted into a positive FID.

Use of Proceeds – December 2025 Public Offering

On December 19, 2025, NMG completed a public offering via the issuance of 8,333,334 of its common shares at a price of US$2.40 for aggregate gross proceeds of approximately $27.6M (US$20M). Proceeds enable procurement of long-lead equipment, initiate certain construction activities, cover advancement of the detailed engineering and indirect costs for the Matawinie Mine, fund engineering activities to deliver an AACE class 3 estimate for the 13-ktpa Bécancour Battery Material Plant, and fund general working capital and corporate expenditures.

From the filing date of Prospectus Supplement No. 1 dated December 18, 2025 through March 31, 2026, the following amounts were incurred in respect of the Matawinie Mine, the 13-ktpa Bécancour Battery Material Plant Project, and general working capital and corporate expenses.

Planned Use of Proceeds:

​	​	​	​	​
​	​	In millions of CAD $	​	​
​	​	Spent as at March	Planned in prospectus	Variance
​	​	31, 2026	supplement no. 1 (Note A)	​
Phase 2 – Matawinie Mine Project	​	3.8	14.7	(10.9)
Phase 2 – Bécancour Battery Material Plants Project	​	3.0	4.0	(1.0)
General Working Capital and Corporate Expenses	​	6.5	6.5	0.0
Total	​	13.3	25.2	(11.9)

Note A: The above figures represent the net proceeds disclosed in the prospectus supplement no. 1 in US Dollars and were converted in CAD amounts using the exchange rate of 1.3782 found in the prospectus supplement no. 1.

The Company is materially tracking on the planned use of proceeds disclosed in the prospectus, and there are currently no indications that the variances observed will cause any impact on the Company’s ability to achieve its business objectives.

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QUARTERLY RESULTS

During the three-month period ended March 31, 2026, the Company recorded a net loss of $4,466 (net loss of $12,442 in 2025), a basic and diluted loss per share of $0.03 (basic and diluted loss per share of $0.08 in 2025).

​	​	​	​	​	​	​	​	​
Description	​ ​ ​	Q1-2026	​ ​ ​	Q4-2025	​ ​ ​	Q3-2025	​ ​ ​	Q2-2025
​	​	(note a)	​	(note b)	​	(note c)	​	(note d)
​		$		$		$		$
Net income (loss)	​	(4,466)	​	4,988	​	(76,707)	​	(21,016)
Basic earnings (loss) per share	​	(0.03)	​	0.03	​	(0.50)	​	(0.14)
Diluted earnings (loss) per share	​	(0.03)	​	0.03	​	(0.50)	​	(0.14)

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​	​	​	​	​	​	​	​	​
Description	​ ​ ​	Q1-2025	​ ​ ​	Q4-2024	​ ​ ​	Q3-2024	​ ​ ​	Q2-2024
​	​	$	​	$	​	$	​	$
Net income (loss)	​	(12,442)	​	(21,904)	​	(8,062)	​	(11,082)
Basic earnings (loss) per share	​	(0.08)	​	(0.19)	​	(0.07)	​	(0.10)
Diluted earnings (loss) per share	​	(0.08)	​	(0.19)	​	(0.07)	​	(0.10)

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a) The net loss in Q1-2026 decreased by $7,976 compared to Q1-2025, mainly due to the fair value revaluation of derivative warrant liabilities (gain of $10,490 in 2026 compared to a gain of $5,623 in 2025), combined with lower engineering study expenses, lower depreciation expenses following the end of depreciation of the coating demonstration plant, and a decrease in share-based compensation expenses resulting from revised assumptions related to performance-based stock options. These impacts were partially offset by higher legal costs associated with progress on the project financing and a foreign exchange loss of $991 in 2026, compared to a gain in 2025.

b) The net loss in Q4-2025 decreased by $26,892 compared to Q4-2024 mainly due to a $4,787 gain related to the fair value revaluation of derivative warrant liabilities and a $16,151 gain on the settlement of the derivative warrant liability related to the termination of GM’s warrant exercisable at FID. For more details on the accounting treatment of this transaction, refer to Note 15 of the Company’s audited consolidated financial statements for the year ended December 31, 2025.

c) The net loss in Q3-2025 increased by $68,645 compared to Q3-2024, mainly due to the fair value revaluation of the derivative warrant liabilities. This revaluation resulted in a non-cash loss of $63,550 in 2025, compared to a gain in 2024, and is mainly correlated with the increase in the Company’s market share price during the quarter. Additionally, the increase in the net loss can be explained by increased activities in connection with technical audits and due diligence processes from potential lenders. These impacts were partially offset by a decrease in engineering expenses following a change in project strategy with a focus on refining engineering for an initial capacity of active anode material production of 13,000 tpa to fulfill Panasonic Energy’s offtake volume.

d) The net loss in Q2-2025 increased by $9,934 compared to Q2-2024, mainly due to the fair value revaluation of the derivative warrant liabilities, which resulted in a gain of $14,611 in 2024 compared to a loss in 2025. Additionally, the increase can be explained by increased activities in connection with technical audits and due diligence processes for potential lenders. These impacts were partially offset by a $7,548 loss recognized in 2024 from the settlement of convertible notes with Mitsui and Pallinghurst, as well as lower share-based compensation expense in 2025 due to a revised assumption related to performance-based stock options granted to key employees, combined with the decrease in options granted to consultants.

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OTHER FINANCIAL INFORMATION

​	​	​	​	​
Description	​	March 31, 2026	​	December 31, 2025
​	​	$	​	$
Total assets (a)		166,571		174,444
Mine under construction included in Property, plant and equipment (b)	​	80,580	​	76,020
Bécancour Battery Material Plant under construction included in Property, plant and equipment	​	1,219	​	1,219
Non-current liabilities		3,276		3,190

a) The decrease of $7,873 in total assets between March 31, 2026, and December 31, 2025, is mainly explained by a decrease of $16,631 in cash and cash equivalents. As of the date of this MD&A, no additional financing was received in 2026, as the closing of the bought deal public offering and the private placements with CGF, IQ and ENI is expected to occur in May 2026 following the shareholders’ approval on the private placements at the annual and special shareholders’ meeting scheduled for May 13, 2026. The decrease is therefore explained by a monthly cash expenditure rate of approximately $5,488. This is partially offset by $6,342 of increase in property, plant, and equipment due to investments and continued progress on the development of the Phase-2 Matawinie Mine.

b) The increase of $4,560 in the Mine under construction between December 31, 2025 and March 31, 2026, is related to expenditures incurred for the Phase-2 Matawinie Mine, which have been capitalized under property, plant, and equipment. These costs are primarily associated with the continued progression of the detailed engineering, environmental studies, and indirect costs for both the concentrator and the mining infrastructures ($2,597), long-lead equipment deposits for the electrical substation ($377), borrowing costs ($382), wages and benefits ($673), asset retirement obligation costs ($258), and tree clearing activities in preparation for the start of construction ($286).

THREE-MONTH PERIOD RESULTS

MINING PROJECTS EXPENSES

​	​	​	​	​	​	​
Description	​	March 31, 2026	​	March 31, 2025	​	Variation
​	​ ​ ​	$	​ ​ ​	$	​	$
Wages and benefits (a)	​	1,389	​	978		411
Share-based compensation (b)	​	277	​	522		(245)
Engineering	​	95	​	—		95
Consulting fees	​	24	​	31		(7)
Materials, consumables, and supplies	​	158	​	218		(60)
Maintenance and subcontracting (c)	​	411	​	89		322
Utilities	​	82	​	91		(9)
Depreciation and amortization	​	122	​	59		63
Other	​	55	​	67		(12)
Uatnan Mining Project - Exploration and evaluation expenses	​	4	​	10		(6)
Grants	​	—	​	(5)		5
Tax credits	​	(294)	​	(94)		(200)
Mining projects expenses	​	2,323	​	1,966		357

a)The increase of $411 in wages and benefits for the three-month period ended March 31, 2026, is mainly due to the ore extraction and production campaign that started during the second half of 2025 for the Phase-1 Demonstration Plant.

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b)The decrease of $245 in share-based compensation expenses for the three-month period ended March 31, 2026, is mainly due to a revised assumption related to performance-based stock options granted to key employees, which is partially offset by costs related to Restricted Share Units (RSUs) and Performance Share Units (PSUs) granted in December 2025.

c)The increase of $322 in maintenance and subcontracting expenses for the three-month period ended March 31, 2026, is mainly due to the ore extraction and production campaign that started during the second half of 2025 at the Phase-1 Demonstration Plant, which increased costs for tailings management and for maintenance at the concentrator demonstration plant. This campaign produced additional flake concentrate volumes to support supplementary product sampling and qualification efforts.

BATTERY MATERIAL PLANT PROJECT EXPENSES

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Description	​	March 31, 2026	​	March 31, 2025	​	Variation
​	​ ​ ​	$	​ ​ ​	$	​	$
Wages and benefits (a)	​	909	​	1,344	​	(435)
Share-based compensation	​	128	​	271	​	(143)
Engineering (b)	​	3,314	​	5,074	​	(1,760)
Consulting fees	​	195	​	208	​	(13)
Materials, consumables, and supplies (c)	​	82	​	468	​	(386)
Maintenance and subcontracting	​	42	​	158	​	(116)
Utilities	​	12	​	129	​	(117)
Depreciation and amortization (d)	​	185	​	2,097	​	(1,912)
Other	​	90	​	82	​	8
Grants	​	(70)	​	(251)	​	181
Tax credits (e)	​	(931)	​	—	​	(931)
Battery Material Plant project expenses	​	3,956	​	9,580	​	(5,624)

a) The decrease of $435 in wages and benefits for the three-month period ended March 31, 2026, is mainly due to the end of operational activities at the purification demonstration plant and the coating demonstration plant.

b) The decrease of $1,760 in engineering expenses for the three-month period ended March 31, 2026, is mainly due to increased activity in 2025 related to the 2025 updated feasibility study covering the Phase-2 Matawinie Mine and 44-ktpa Bécancour Battery Material Plant, which was published on March 31, 2025. The decrease was partially offset by the start of engineering activities to deliver an AACE class 3 estimate for the 13-ktpa Battery Material Plant project in Q1-2026.

c) The decrease of $386 in materials, consumables, and supplies expenses for the three-month period ended March 31, 2026, is mainly due to the end of operational activities at the purification demonstration plant and the coating demonstration plant, resulting in lower materials, consumables, and supplies expenses.

d) The decrease of $1,912 for the three-month period ended March 31, 2026, is mainly due to the end of depreciation of the coating demonstration plant.

e) The increase of $931 for the three-month period ended March 31, 2026, is due to changes to the federal Scientific Research and Experimental Development (SR&ED) tax incentive program, which expanded access to the refundable tax credit for eligible Canadian public corporations, under which refundable tax credits are now available for taxation years beginning after December 15, 2024.

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Management Discussion and Analysis 20

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Table of Contents

GENERAL AND ADMINISTRATIVE EXPENSES

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Description	​	March 31, 2026	​	March 31, 2025	​	Variation
​	​ ​ ​	$	​ ​ ​	$	​	$
Wages and benefits (a)	​	2,429	​	2,068		361
Share-based compensation (b)	​	987	​	2,088		(1,101)
Professional fees (c)	​	1,852	​	530		1,322
Consulting fees	​	715	​	658		57
Travelling, representation and convention	​	186	​	202		(16)
Office and administration (d)	​	1,634	​	1,248		386
Stock exchange, authorities, and communication	​	103	​	251		(148)
Depreciation and amortization	​	38	​	36		2
Other financial fees	​	4	​	5		(1)
General and administrative expenses	​	7,948	​	7,086		862

a) The increase of $361 in wages and benefits for the three-month period ended March 31, 2026, is mainly due to an increase in headcount to support the Phase-2 Matawinie Mine Project and the Bécancour Battery Material Plants within the administration functions.

d)The decrease of $1,101 in share-based compensation expenses for the three-month period ended March 31, 2026, is mainly due to a revised assumption related to performance-based stock options granted to key employees, which is partially offset by Restricted Share Units (RSUs) and Performance Share Units (PSUs) granted in December 2025.

c) The increase in professional fees of $1,322 for the three-month period ended March 31, 2026, is mostly due to higher legal costs associated with progress on the project financing.

d) The increase in office and administration fees of $386 for the three-month period ended March 31, 2026, is mainly due to a milestone payment of $200 made in January 2026 under the agreement with Espace Nature Haute-Matawinie ("Espace Nature"), combined with higher advertising and promotion costs.

NET FINANCIAL COSTS

The $3,571 decrease in financial costs for the three-month period ended March 31, 2026, is mainly due to the fair value revaluation of derivative warrant liabilities, which resulted in a gain of $10,490 in 2026 compared to a gain of $5,623 in 2025. The amount of $10,490 represents a non-cash gain realized during the period. This gain is primarily attributable to two factors: a decrease in NMG’s share price during the reporting period and the value used as the estimated exercise date of the warrants, based on management’s best estimate. This decrease in financial costs was partially offset by a foreign exchange loss of $991 in 2026, compared to a gain of $24 during the same period in 2025, combined with lower interest income in 2026.

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Management Discussion and Analysis 21

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Table of Contents

LIQUIDITY AND FUNDING

As at March 31, 2026, the Company’s current liabilities exceeded its current assets by $21,622, primarily due to the derivative warrant liabilities, which are recorded as a liability. However, the derivative warrant liabilities are classified as short-term liabilities due to their conversion features. Additionally, the Company held $57,309 in cash and cash equivalents as of March 31, 2026.

Liquidity risk is the risk that the Company encounters difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset.

The Company manages its liquidity risk by using budgets that enable it to determine the amounts required to fund its exploration, evaluation, and development expenditure programs. The Company’s liquidity and operating results may be adversely affected if the Company’s access to the capital markets or other alternative forms of financing is hindered, whether because of a downturn in stock market conditions generally or related to matters specific to the Company. The Company has historically generated cash flow primarily from its financing activities.

Based on all available information about the future, which includes at least, but not limited to, the next twelve months, management believes that without the additional funding secured subsequent to March 31, 2026, the Company does not have sufficient liquidity to pursue its planned development activities. This funding is contingent on receiving shareholder approval and regulatory approval and there can be no assurances that these will both be successful. These circumstances indicate the existence of material uncertainties that cast substantial doubt as to the ability of the Company to continue as a going concern and accordingly, the appropriateness of the use of accounting principles applicable to a going concern. For more detail, refer to Note 1 of the condensed consolidated interim unaudited financial statements.

As at March 31, 2026, all of the Company’s current liabilities totalling $85,756 ($91,406 as at December 31, 2025) have contractual maturities of less than one year, except for the derivative warrants liabilities, which are recorded in current liabilities due to their conversion features. The Company regularly evaluates its cash position to ensure preservation and security of capital as well as maintenance of liquidity.

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As at March 31, 2026

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Carrying

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Contractual

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Remainder of

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Year

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Year

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2029 and

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​

amount

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cash flows

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the year

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2027

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2028

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Onward

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$

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$

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$

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$

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$

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$

Accounts payable and other

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13,983

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13,983

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13,983

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—

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—

​

—

Lease liabilities

1,538

1,697

478

438

​

264

​

517

Borrowings

699

750

225

300

​

225

​

—

Convertible Notes – Host[i]

17,222

17,424

17,424

—

​

—

​

—

[i]The Convertible Notes are translated at the spot rate as of March 31, 2026.

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Management Discussion and Analysis 22

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Table of Contents

For the three-month period ended March 31, 2026, the Company had an average monthly cash expenditure rate of approximately $5,488, including additions to property, plant and equipment, deposits to suppliers, and all operating expenses. This expenditure rate can be adjusted to preserve liquidity. The Company anticipates it will continue to have negative cash flows from operating activities in future periods, at least until commercial production is achieved. Significant additional financing will be needed to bring the Matawinie Mine and the Bécancour Battery Material Plant to commercial production.

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​	For the three-month periods ended
Cash flows provided by (used in)	March 31, 2026	​	March 31, 2025
​	$	​	$
Operating activities before the net change in working capital items	(12,044)		(12,679)
Net change in working capital items	(331)		(768)
Operating activities	(12,375)		(13,447)
Investing activities	(4,088)		(3,191)
Financing activities	(598)		(659)
Effect of exchange rate changes on cash and cash equivalents	430		(11)
Increase (decrease) in cash and cash equivalents	(16,631)		(17,308)

OPERATING ACTIVITIES

For the three-month period ended March 31, 2026, cash outflows from operating activities totaled $12,375, while cash outflows totaled $13,447 for the same period in 2025. The net cash outflows were lower due to a positive variance in the net change in working capital items. Further details regarding the net change in working capital items are provided in Note 15 of the condensed consolidated interim financial statements.

INVESTING ACTIVITIES

For the three-month period ended March 31, 2026, cash used in investing activities totaled $4,088, compared to $3,191 for the same period in 2025. The increase is mainly due to lower grant proceeds received during the period compared to 2025, combined with higher additions to property, plant, and equipment for the Phase-2 Matawinie Mine in 2026, partially offset by a non-cash increase in asset rehabilitation obligation. Further details regarding the net cash flows used in investing activities are provided in Note 14 of the condensed consolidated interim financial statements.

FINANCING ACTIVITIES

For the three-month period ended March 31, 2026, the Company had a net outflow of $598 related to financing, compared to $659 for the same period in 2025. The variance is mainly due to proceeds of $153 from the exercise of stock options.

ADDITIONAL INFORMATION

RELATED PARTY TRANSACTIONS

The Company considers its directors and officers to be key management personnel. Transactions with key management personnel are set out as follows:

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​	​	For the three-month periods ended
​	​	March 31, 2026	​	March 31, 2025
​	​ ​ ​	$	​ ​ ​	$
Key management compensation		​		​
Wages and short-term benefits		568		345
Share-based payments		926		2,095
Board fees		201		230

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Management Discussion and Analysis 23

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Table of Contents

OFF-BALANCE SHEET TRANSACTIONS

There are no off-balance sheet transactions.

CRITICAL ACCOUNTING ESTIMATES, NEW ACCOUNTING POLICIES, JUDGEMENTS AND ASSUMPTIONS

Refer to notes 3, 4, and 5 in the condensed consolidated interim unaudited financial statements for the three-month period ended March 31, 2026, and notes 3, 4, and 5 in the Company’s audited consolidated financial statements for the year ended December 31, 2025.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Refer to note 17 in the condensed consolidated interim unaudited financial statements for the three-month period ended March 31, 2026.

CAPITAL STRUCTURE

​	​	​
​	​ ​ ​	As at May 11, 2026
Common shares	​	160,826,539
Options		7,600,750
RSU/PSU	​	592,000
Warrants		70,932,538
Warrants - Convertible Notes		2,500,000
Convertible Notes		2,500,000
Other reserves - settlement of interests on Convertible Notes		1,920,176
Fully diluted		246,872,003

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Subsequent to the closing of the bought deal public offering, 52,440,000 subscription receipts, including those issued pursuant to the full exercise of the over-allotment option, were outstanding and not included in the common shares referred to above. Upon satisfaction of the release conditions, holders of Subscription Receipts will receive one common share for each Subscription Receipt.

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DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

Disclosure Controls and Procedures

The Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") of the Company have designed, or caused to be designed, disclosure controls and procedures ("DC&P") under their supervision, to provide reasonable assurance that material information pertaining to the Company is promptly communicated to Management, particularly during the period in which the filings are being prepared. These procedures ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by the Company under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation.

Internal Controls over Financial Reporting

Internal controls over financial reporting (“ICFR”) are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS Accounting Standards. Management is also responsible for the design of the Company's internal controls over financial reporting in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards.

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Management Discussion and Analysis 24

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Table of Contents

There have been no changes in the Company's ICFR that occurred during the period beginning on January 1, 2026, and ending on March 31, 2026, which have materially affected or are reasonably likely to materially affect the company’s ICFR. The CEO and CFO have signed form 52‐109F2, Certification of Interim Filings, which can be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Because of their inherent limitations, internal controls over financial reporting can provide only reasonable, and not absolute, assurance with respect to the reliability of the financial reporting and financial statements preparation. Accordingly, management, including the CEO and CFO, does not expect that the internal controls over financial reporting of the Company will prevent or detect all errors and all frauds. Furthermore, 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. The control framework used to evaluate the effectiveness of the design and operation of the Company's internal controls over financial reporting is the 2013 Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission.

ADDITIONAL INFORMATION AND CONTINUOUS DISCLOSURE

Additional information on the Company is available through regular filings of press releases, financial statements, and the most recent annual information form on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov). These documents and other information about NMG may also be found on our website at www.nmg.com.

May 12, 2026

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/s/ Eric Desaulniers	​ ​ ​	/s/ Charles-Olivier Tarte
Eric Desaulniers, géo., M.Sc.	​	Charles-Olivier Tarte, CPA
President and Chief Executive Officer	​	Chief Financial Officer

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Management Discussion and Analysis 25

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Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Éric Desaulniers, President & Chief Executive Officer of Nouveau Monde Graphite Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Nouveau Monde Graphite Inc. (the "issuer") for the interim period ended March 31, 2026.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings (c. V-1.1, r. 27), for the issuer.

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)information required to be disclosed by the issuer in it annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control-Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2ICFR – material weakness relating to design: N/A

5.3Limitation on scope of design: N/A

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 12, 2026

/s/ Éric Desaulniers

Éric Desaulniers

President & Chief Executive Officer

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Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Charles-Olivier Tarte, Chief Financial Officer of Nouveau Monde Graphite Inc., certify the following:

1.Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Nouveau Monde Graphite Inc. (the "issuer") for the interim period ended March 31, 2026.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings (c. V-1.1, r. 27), for the issuer.

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)information required to be disclosed by the issuer in it annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control-Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2ICFR – material weakness relating to design: N/A

5.3Limitation on scope of design: N/A

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 12, 2026

/s/ Charles-Olivier Tarte

Charles-Olivier Tarte

Chief Financial Officer

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Exhibit 99.5

CONSENT OF Eric Desaulniers

May 12, 2026

VIA EDGAR

United States Securities and Exchange Commission

Re:Nouveau Monde Graphite Inc. (the “Company”)

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I, Eric Desaulniers, hereby consent to

1. the inclusion in this current report on Form 6-K of the Company of the scientific and technical information contained in the Company’s Management Discussion and Analysis for the three-month period ended March 31, 2026 (the “Technical Information”) being filed with the United States Securities and Exchange Commission (the “SEC”) under cover of Form 6-K;

2. the filing of this consent under cover of Form 6-K with the SEC and of the incorporation by reference of this consent, the use of my name and the Technical Information into the Company’s the registration statement (No. 333-291778) on Form F-10 incorporating by reference the Company’s Management Discussion and Analysis for the three-month period ended March 31, 2026. This consent extends to any amendments to the Form F-10, including post-effective amendments.

/s/ Eric Desaulniers	​
Eric Desaulniers, CEO	​

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Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 1.1 MB
• EX-99.2 EX-99.2 497.2 KB
• EX-99.3 EX-99.3 12.3 KB
• EX-99.4 EX-99.4 12.1 KB
• EX-99.5 EX-99.5 5.1 KB