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Nouveau Monde Graphite is launching a treasury offering of 45,600,000 subscription receipts at US$1.84 each, for gross proceeds of about US$84 million, via a bought deal with underwriters led by BMO Capital Markets and National Bank Financial.
The net proceeds will fund design, engineering and construction of the Phase‑2 Matawinie Mine and general corporate purposes. A concurrent non‑brokered private placement of approximately US$213 million with Investissement Québec, Canada Growth Fund and Eni, plus committed US$335 million of senior project debt, is expected to fully fund the 106 ktpy Matawinie mine once all shareholder approvals, escrow release conditions and regulatory approvals are satisfied.
Canada Growth Fund Inc. and its manager report beneficial ownership of 39,682,538 common shares of Nouveau Monde Graphite Inc., representing 22.0% of the class under Rule 13d-3(d)(1). This includes 19,841,269 shares issuable on exercise of Warrants.
Canada Growth Fund acquired 19,841,269 common shares and related Warrants for an aggregate subscription price of US$25,000,000, totaling 39,682,538 shares, or about 23.1% of then-outstanding shares as of December 19, 2024. Under an Investor Rights Agreement, it holds information and access rights, one board seat right, and one board observer, and may adjust its stake over time.
Canada Growth Fund Inc. and its manager report beneficial ownership of 39,682,538 Nouveau Monde Graphite common shares, representing 22.0% of the class. This total includes 19,841,269 shares issuable upon exercise of warrants held by Canada Growth Fund.
The amendment is being filed because Nouveau Monde Graphite’s outstanding common shares increased to 160,761,539, which changes the percentage calculation. The reporting persons state they made no transactions in the shares during the past sixty days.
Nouveau Monde Graphite is advancing its Phase-2 growth plan around the Matawinie graphite mine and Bécancour battery material plants. The company secured a fully committed senior project debt commitment letter for US$335 million from Export Development Canada and the Canada Infrastructure Bank to fund construction, development and commissioning of the Matawinie Mine, subject to definitive documentation and customary conditions. An updated binding long-form term sheet with the Government of Canada commits to purchase 30,000 tpa of flake graphite concentrate over seven years on a take-or-pay basis, with upside-sharing on resale, complementing existing offtakes with Panasonic Energy and Traxys that together cover more than 70% of planned Phase-2 production. NMG filed its 2025 financial reports, reported year-end cash of about CA$74 million, highlighted major construction contracts covering over 50% of Matawinie CAPEX, and outlined a two-stage Bécancour strategy using a 143,000-m² brownfield site to lower initial infrastructure costs. The company emphasized ESG performance, including carbon-neutral status with 2025 emissions of 744 tonnes CO2e offset by carbon credits and a total recordable injury frequency rate of 3.92, as it moves toward final investment decisions for both Matawinie and the first-stage Bécancour plant.
Nouveau Monde Graphite Inc. filed its annual report on Form 40-F, furnishing audited consolidated financial statements for the years ended December 31, 2025 and 2024 and an Annual Information Form dated March 25, 2026. The report states the company is a foreign private issuer and lists 160,761,539 common shares outstanding as of December 31, 2025.
The report includes management's conclusion that disclosure controls and internal control over financial reporting were effective as of December 31, 2025, descriptions of corporate governance and audit committee composition, and multiple technical consents and exhibits incorporated by reference.
Nouveau Monde Graphite Inc. filed a Form 6-K as a foreign private issuer for December 2025. The company states that Exhibits 99.1 and 99.2 to this report are filed and incorporated by reference into its existing Canadian Form F-10 shelf registration statement. The filing is signed on behalf of the company by Vice President, Legal Affairs & Corporate Secretary, Josée Gagnon.