Nouveau Monde Graphite Inc.

NMG closed the roughly US$213 million private placement (US$213,160,000 at US$1.84) with Canada Growth Fund, Investissement Québec and Eni, and the 52,440,000 subscription receipts were exchanged for common shares as the escrow was released. This brings the equity package to US$309.5 million, and with the US$335 million debt commitment NMG confirmed the final investment decision for the Phase-2 Matawinie Mine, resolving the long-running FID thread; the debt funds are described as available 'when available', so the definitive debt documents are not shown as closed. After closing, 329,114,330 shares are outstanding, so existing holders are diluted. CGF holds 64,293,729 shares (19.54%), IQ 58,989,113 (17.92%) and Eni 38,043,478 (11.56%), and IQ still holds its US$12.5 million convertible note. Josée Gagnon becomes Chief Legal Officer and Martine Paradis Chief of Sustainability and Culture Officer.

capital raising announcement

Shareholders approved all resolutions at the May 13, 2026 meeting, including the private placements at US$1.84 of 44,452,460 shares to Canada Growth Fund, 33,351,853 to Investissement Québec and 38,043,478 to Eni, each passed by disinterested holders with about 99.4% to 99.6% in favour. They also approved extending the IQ and CGF warrants (19,841,269 each) to December 20, 2030, and allowed IQ and/or CGF to hold more than 20% of the shares if warrants and the IQ note are exercised or converted. This clears the shareholder-approval condition for the financing, resolving that open thread. Eight directors were elected, with Hubert T. Lacroix new to the board and Daniel Buron now named Chair. NMG also announced a definitive binding offtake agreement with the Government of Canada, upgrading the October 2025 term sheets (detailed terms are not in the visible text).

capital raising announcement

In its quarterly update, NMG said the financing structure for the Phase-2 Matawinie Mine is secured: the US$335 million EDC/CIB debt, the US$213 million private placement and the about US$96.5 million receipt offering, about US$645 million in total, and the process is described as nearing completion. FID is to be declared once the private placements close after shareholder approval and the receipt proceeds are released. Construction began at the Matawinie site in early Q2 2026 with Pomerleau and AtkinsRéalis as the project team and Manawan-Fournier on civil works; contracts covering over 50% of capex are awarded. NMG also signed a letter of intent with Eni toward a possible 15,000 tpa concentrate offtake (or equivalent anode material), is targeting an FID for the 13 ktpa Bécancour plant in H2 2026, and reports period-end cash of $57.3 million.

regulatory community update

NMG closed the bought-deal offering announced in April: 52,440,000 subscription receipts at US$1.84, including the full over-allotment option, for gross proceeds of about US$96.5 million (up from the US$83.9 million base deal). The money is held in escrow and the receipts convert into common shares only if the release conditions are met, including closing of the roughly US$213 million private placement (expected about May 15, 2026) and its shareholder approvals; if not met by July 31, 2026, holders are refunded. NMG says the equity, together with the US$335 million debt commitment and on the basis of accessing it, is expected to fully fund the Phase-2 Matawinie Mine and position it toward a final investment decision.

capital raising announcement

NMG announced a US$297 million equity package for Phase-2 Matawinie. It has two parts: a bought-deal offering of 45,600,000 subscription receipts at US$1.84 (US$83.9 million, plus a 15% over-allotment option) and a non-brokered private placement of about US$213 million at the same price with Investissement Québec, Canada Growth Fund and Eni S.p.A. The private placement needs shareholder approvals, with a special meeting expected around May 13, 2026, and it is a condition for releasing the receipt proceeds from escrow; if conditions are not met by July 31, 2026, receipt holders get their money back. The price of US$1.84 is below the US$2.40 of the December 2025 offering, and the combined issue would dilute existing holders heavily (inference). Eni is a new investor, and this is the equity component that the March 2026 debt release said was under negotiation. This filing is mainly the term sheet and an investor presentation.

capital raising announcement

NMG filed three releases, led by a March 17, 2026 announcement that it signed a commitment letter for US$335 million of senior secured project debt from Export Development Canada and the Canada Infrastructure Bank: a US$290 million term loan and a US$45 million cost overrun facility, secured on the Matawinie Mine project. This is the first project debt after the lender talks of 2025. It is for the mine alone, in line with the November 2025 mine-only feasibility study and the 13ktpy Bécancour plan. Funds are available only after definitive documents, due diligence and other conditions are met, and NMG is still negotiating the equity portion with strategic investors. NMG says 75% of future mine output is earmarked for the Government of Canada, Panasonic and Traxys, and major contracts representing over 50% of capex have been awarded, with full execution tied to a positive FID. The headline also states an H1-2026 FID target date, but the visible text is truncated, so the date and the 2025 financial results are not available here.

resource reserve update

NMG closed the offering announced on December 17, 2025: 8,333,334 common shares at US$2.40 each, about US$20 million gross, sold through Maxim Group solely in the United States and not in Canada. Proceeds go to long-lead equipment and early construction, detailed engineering and indirect costs at Matawinie, engineering toward a class 3 estimate for the 13ktpy Bécancour plant, and working capital. Existing holders are diluted by 8,333,334 new shares (inference). The price is below the US$2.79 used for the IQ interest shares in October 2025 (comparison is an inference from the context). The amount is small next to the project's capital needs, and no project financing is announced in this filing.

capital raising announcement

NMG said it intends to launch an overnight marketed public offering of common shares, with Maxim Group as sole placement agent, offered only in the United States. Size and price were not set. Proceeds are planned for long-lead equipment and early construction, detailed engineering and indirect costs at the Matawinie Mine, engineering toward a class 3 cost estimate for the 13ktpy Bécancour plant, and working capital. Closing needs regulatory, TSX and NYSE approval. New shares would dilute existing holders (inference). This is the first equity raise since the December 2024 Canada Growth Fund and Investissement Québec placements. The 13ktpy Bécancour size matches the revised Panasonic offtake of October 2025.

capital raising announcement

NMG filed four releases. On Oct 1, 2025 it said that accrued Q3 2025 interest on Investissement Québec's convertible note would be paid with 106,161 shares at US$2.79 (US$296,189), subject to TSX/NYSE approval, with share certificates delivered at the note's maturity, conversion or redemption; this shows IQ's note is still outstanding (resolving the earlier unclear status for IQ's note) and adds shares (dilution, inference). On Oct 31, 2025 NMG announced binding term sheets with the Government of Canada for 30,000 tpa of graphite concentrate over seven years, a revised binding Panasonic Energy offtake of 13,000 tpa of active anode material (down from 18,000 tpa), a Traxys agreement for 20,000 tpa of concentrate subject to Traxys board approval, and ongoing talks with an anode manufacturer for up to 30,000 tpa. Project financing due diligence is said to be nearing completion with long-form term sheet negotiations ongoing; no financing or FID is announced yet. The GM offtake is not confirmed in the visible text, and the Panasonic cut and the shift toward concentrate sales change the Phase-2 plan set out in March 2025.

regulatory community update

NMG filed its 2024 financial reports and said the March 25, 2025 updated Phase-2 feasibility study lets it enter project financing toward a final investment decision (FID). It reports about $1.6 billion in expressions of interest from potential lenders, anchor customers and institutional equity investors, and year-end cash of $106 million. NMG and its anchor customers (Panasonic, GM) are still working to agree outstanding conditions precedent, including an updated project timeline, so the offtake purchase and funding obligations are not yet secured. The release also reports a change in the main purification technology for the Bécancour plant, an impact and benefit agreement with the Atikamekw First Nation of Manawan, the January 2025 TSX uplisting, and that Mitsui and Pallinghurst's US$37.5M placements were made to surrender and cancel their convertible notes (so the 2022 notes held by those two are cancelled; Investissement Québec's note is not addressed in the visible text).

resource reserve update

NMG issued an updated NI 43-101 feasibility study for Phase 2 (Matawinie Mine and Bécancour plant), now in US dollars: integrated after-tax NPV of US$1,053 million at 8%, after-tax IRR of 17.5%, initial capex of US$1,326 million and annual opex of US$168 million. This replaces the 2022 study (C$1,581M NPV, 21% IRR, C$1,404M capex), so the headline returns are lower, though currencies differ so the figures are not directly comparable. Proven and probable reserves are 61.7 Mt at 4.23% graphite. Panasonic and GM offtakes cover more than 80% of planned active anode output. NMG says it now enters the project financing stage toward a final investment decision, after which construction could take under three years; no financing or FID is yet announced.

resource reserve update

NMG closed a combined US$50 million private placement with Canada Growth Fund and Investissement Québec, an existing noteholder and investor. The filed Canada Growth Fund subscription agreement (dated December 16, 2024) covers 19,841,269 shares plus the same number of warrants for US$25,000,000, alongside investor rights and registration rights agreements. The visible text does not show the Investissement Québec terms (the US$50 million aggregate implies a similar US$25 million, inference), and the new shares dilute existing holders (inference). It adds further funding ahead of the Phase-2 final investment decision.

capital raising announcement

NMG signed a binding offtake agreement with Panasonic Energy to supply 18,000 tonnes a year of Phase-2 active anode material for an initial seven years, replacing the non-binding MOU from October 2022. Panasonic also agreed to invest US$25 million for 12,500,000 shares plus 12,500,000 warrants (strike the lower of US$2.38 or the next-day closing price), subject to TSXV and NYSE approval, and says it intends to fund about US$150 million more with co-investors after a positive final investment decision. The offtake has conditions precedent (including start of commercial operation and product qualification), and the new shares dilute existing holders (inference). The release also mentions a parallel General Motors offtake and private placement, and a separate US$37.5 million placement by other strategic investors.

capital raising announcement

NMG announced it closed the Lac Guéret acquisition from Mason Resources, paying with 6,208,210 NMG shares (9.25% of the pro forma shares), with a further C$5,000,000 due at the start of commercial production of Uatnan. The agreement ends the earlier Mason investment agreement and option and joint venture agreement. This completes the deal announced January 22, 2024; NMG now owns 100% of the deposit.

business combination

NMG agreed to buy 100% of Mason Resources' Lac Guéret property (74 claims, 3,999.52 hectares), the Uatnan project deposit, paying with 6,208,210 NMG shares (9.25% of the pro forma shares) plus C$5,000,000 at the start of commercial production. Half the shares are locked up for 12 months and half for 18 months. Closing is expected by January 31, 2024, subject to TSX Venture Exchange approval. This replaces the May 2022 option and joint venture structure, which the agreement terminates, so NMG would own the deposit outright rather than earning 51%. New shares mean dilution for existing holders (inference). The release also repeats the 2023 PEA figures (after-tax NPV C$2,173M, IRR 25.9%) and says NMG is in commercial discussions with battery and EV makers including Panasonic Energy, with no offtake agreement signed.

business combination

NMG closed a public offering of 4,850,000 common shares at US$4.55 each, raising about US$22 million gross; underwriters led by BMO Capital Markets and Cormark get a 6% cash fee. The money is to take the Matawinie mine and Bécancour plant projects to a final investment decision and project financing, with some going to the Uatnan Mining Project and general working capital. This is the first new share issue since the 2021 offerings, so existing holders are diluted (inference); it continues the funding of the Phase-2 optimization after the November 2022 convertible notes.

capital raising announcement

NMG, working with Mason Graphite, released a preliminary economic assessment for the Uatnan Mining Project, which covers Mason's Lac Guéret deposit (the property under the May 2022 option). It targets about 500,000 tonnes a year of graphite concentrate over 24 years, with after-tax NPV of C$2,173M (8%), after-tax IRR of 25.9%, initial capex of C$1,417M and annual opex of C$135M. The study is preliminary and includes inferred resources that are too speculative to be treated as reserves, and NMG describes the project as supporting its Phase-3 expansion plans. This is the PEA that the Mason option required, but nothing in the filing says the option has been exercised.

resource reserve update

NMG closed the US$50 million convertible note private placement announced on October 20, 2022, with Mitsui (US$25M), Pallinghurst (US$12.5M) and Investissement Québec (US$12.5M). The notes are locked up until March 9, 2023, and the company says the money will go toward optimizing the July 2022 feasibility study. This completes the financing flagged in the October filing and gives NMG its first signed funding facility, though it is a convertible note rather than the project financing still to come.

capital raising announcement

NMG signed a framework agreement with Panasonic Energy and Mitsui and a non-binding memorandum of understanding for Panasonic Energy to buy a significant portion of its active anode material over several years. This is the cornerstone offtake partner the company had been seeking through Société Générale, but no final offtake agreement is signed. Mitsui (US$25M), Pallinghurst (US$12.5M) and Investissement Québec (US$12.5M) agreed to buy US$50M of unsecured convertible notes: 36-month term, interest at the higher of 6% or 90-day average SOFR plus 4%, convertible at US$5.00 per unit of one share plus one warrant (exercisable at US$5.70 for 24 months). Conversion would add shares, so existing holders could be diluted (inference). The money is to optimize the July 2022 feasibility study before a project financing and final investment decision. The company anticipates 28 months of construction after that decision. Investors also get nomination and anti-dilution rights, and Pallinghurst and Mitsui get certain marketing rights.

joint venture update

This filing is the full NI 43-101 feasibility study report for the Matawinie Mine and Bécancour Battery Material Plant, dated August 10, 2022, effective July 6, 2022, prepared by BBA with other consultants. The visible text is only the cover, signature page and qualified-person certificates; the headline results are those in the same-day quarterly update (after-tax NPV C$1,581 million, IRR 21%). It formally files the study announced that day.

resource reserve update

In its quarterly update, NMG said it filed an NI 43-101 feasibility study (effective July 6, 2022) for the Phase-2 Matawinie Mine and Bécancour plant. The study shows an after-tax NPV of C$1,581 million at 8%, after-tax IRR of 21%, initial capex of C$1,404 million and annual opex of C$195 million. The Phase-1 coating unit is built, with commissioning started and production now scheduled toward the end of Q3-2022, later than the earlier 'before end of H1-2022' commissioning target. The Mason Graphite agreement is reported as signed and closed. NMG reports formal expressions of interest that could cover up to about 70% of required funding (subject to standard project finance conditions), has hired Société Générale as advisor on talks with a potential off-taker and equity investor, and ended the period with $32.1M cash. No offtake agreement or financing is yet signed.

resource reserve update

NMG signed an investment agreement with Mason Graphite on its Lac Guéret graphite property in Québec. NMG would buy up to C$5.0 million of Mason Graphite shares in two C$2.5 million instalments (the first at C$0.50 per share). It would also get an option to earn 51% of the property (Mason Graphite keeping 49%) by spending at least C$10.0 million and completing an updated study at a minimum of 250,000 tonnes a year. The option agreement still needs TSX Venture Exchange approval and a Mason Graphite shareholder vote, expected around the first week of July 2022. This is a new expansion step beyond the wholly-owned Matawinie project; the 'No JVs' position in prior context changes if the option is exercised.

joint venture update

The company secured a $5.75 million grant from Sustainable Development Technology Canada, a Government of Canada program, to support building its Phase-1 coating unit. The unit is described as having capacity of up to 2,000 tonnes a year of coated purified graphite and is targeted for commissioning before the end of the first half of 2022. This continues the Phase-1 beneficiation work mentioned at the NYSE listing.

regulatory community update

The company announced it closed the previously announced C$18.3 million private placement, which is part of the same financing as the US$59.4 million public offering completed in June 2021. This completes the private placement flagged in the June filing. The filing text provided contains only the cover page, with no details on the investors or share count beyond the headline.

capital raising announcement

The company closed a public offering of 7,915,000 common shares at US$7.50 each, raising gross proceeds of US$59,362,500. Pallinghurst Graphite, an existing shareholder, and one of its investors bought 706,666 of these shares. A further private placement of up to 1,978,750 shares (up to US$14,840,625 at US$7.50) with another existing shareholder was planned. The stated use of the money is the Matawinie mine project, the LiB anode plant project and working capital. New shares mean existing holders are diluted (inference).

capital raising announcement

Nouveau Monde Graphite said its common shares were approved for listing on the New York Stock Exchange and were expected to start trading on May 24, 2021 under the symbol "NMG". The shares continue to trade on the TSX Venture Exchange (NOU) and the Frankfurt exchange, and the company expects its over-the-counter quotations (NMGRF) to stop. Shareholders holding via OTC were told to check their broker accounts.

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