Nouveau Monde Graphite Inc 6-K, filed Apr 9, 2024

Nouveau Monde Graphite Inc. (NMG)

6-K 2024-04-09 For: 2024-04-09

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Added on April 11, 2026

About this 6-K

Nouveau Monde Graphite Inc filed this 6-K on April 9, 2024.

Resolution	Excluded Shareholder(s)	Number of Common Shares beneficially owned, or controlled or directed, directly or indirectly	Approximate percentage of total Common Shares⁽¹⁾
Pallinghurst Private Placement Resolution	Pallinghurst Graphite International Limited Pallinghurst Bond Limited	11,541,013⁽²⁾	12.53%
	Mr. Arne H. Frandsen	311,796	0.34%
	Mr. Andrew Willis	311,796	0.34%
	Mr. Jürgen Köhler	Nil	N/A
Mitsui Private Placement Resolution	Mitsui & Co., Ltd.	Nil⁽³⁾	N/A
Mitsui New Control Person Resolution	Mitsui & Co., Ltd.	Nil⁽³⁾	N/A

Resolution	Excluded Shareholder(s)	Number of Common Shares beneficially owned, or controlled or directed, directly or indirectly	Approximate percentage of total Common Shares⁽¹⁾
GM New Control Person Resolution	General Motors Holdings LLC	12,500,000	13.57%
Panasonic New Control Person Resolution	Panasonic Holding Corporation	12,500,000	13.57%

Shareholder	Number of Common Shares beneficially owned, or controlled or directed, directly or indirectly	Approximate percentage of total Common Shares⁽¹⁾	Number of Warrants beneficially owned, or controlled or directed, directly or indirectly	Number of Common Shares issuable pursuant to convertible notes
Pallinghurst Graphite International Limited Pallinghurst Bond Limited	11,541,013⁽²⁾	12.53%	2,500,000⁽²⁾	3,026,348⁽²⁾
Investissement Québec	5,795,991⁽³⁾	6.29%	2,500,000⁽³⁾	2,948,951⁽³⁾
Mitsui & Co., Ltd.	Nil⁽⁴⁾	N/A	5,000,000⁽⁴⁾	6,052,695⁽⁴⁾
General Motors Holdings LLC	12,500,000	13.57%	12,500,000⁽⁵⁾	Nil
Panasonic Holding Corporation	12,500,000	13.57%	12,500,000⁽⁵⁾	Nil

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99.1	Notice and Management Information Circular dated March 28, 2024

99.2	Form of Proxy

99.3	Voting Instruction Form

99.4	Abridgement Certificate


	Nouveau Monde Graphite Inc.
	(Registrant)

Date: April 9, 2024	/s/ Josée Gagnon
	Josée Gagnon
	Vice President, Legal Affairs & Corporate Secretary


A.	VOTING INFORMATION	8
	PROXY SOLICITATION	8
	NOMINATION OF PROXYHOLDERS	8
	EXERCISE OF VOTING RIGHTS BY PROXYHOLDERS	9
	RIGHT TO REVOKE PROXIES	10
	SPECIAL VOTING INSTRUCTIONS FOR THE BENEFIT OF BENEFICIAL OWNERS	10
	SPECIAL INSTRUCTIONS FOR THE VIRTUAL MEETING	11
	QUORUM	13
B.	INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON	13
C.	VOTING SECURITIES AND PRINCIPAL HOLDERS	13
D.	BUSINESS OF THE MEETING – THE RELATED PARTY PRIVATE PLACEMENTS	15
	BACKGROUND	15
	RECOMMENDATION OF THE BOARD	18
	REASONS FOR THE RECOMMENDATION OF THE BOARD	18
	RELATED PARTY TRANSACTIONS – REGULATION 61-101 AND TSXV POLICY 5.9	21
	TSXV APPROVAL	29
	RISK FACTORS	29
E.	BUSINESS OF THE MEETING – THE CREATION OF NEW CONTROL PERSONS	30
	BACKGROUND	30
	TSXV RULES – CREATION OF NEW CONTROL PERSONS	31
	INFORMATION WITH RESPECT TO MITSUI, GM AND PANASONIC	32
	RECOMMENDATION OF THE BOARD	32
	REASONS FOR THE RECOMMENDATION OF THE BOARD	33
F.	EXPENSES OF THE TRANSACTIONS	33
G.	SUMMARY OF THE MATERIAL AGREEMENTS	33
	SUBSCRIPTION AGREEMENTS	33
	WARRANTS	39
	INVESTOR RIGHTS AGREEMENT	40
	REGISTRATION RIGHTS AGREEMENTS	44
H.	DESCRIPTION OF THE COMMON SHARES	45
I.	OWNERSHIP OF SECURITIES OF NMG	45
J.	TRADING PRICE AND VOLUME OF COMMON SHARES	46
K.	PREVIOUS PURCHASES AND SALES	47
L.	PREVIOUS DISTRIBUTIONS	48
M.	DIVIDEND POLICY	52
N.	INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	52
O.	AUDITOR	52
P.	ADDITIONAL INFORMATION	52


SCHEDULE A SHAREHOLDERS’ RESOLUTION CONCERNING THE MITSUI PRIVATE PLACEMENT	A-1
SCHEDULE B SHAREHOLDERS’ RESOLUTION CONCERNING THE PALLINGHURST PRIVATE PLACEMENT	B-1
SCHEDULE C MITSUI NEW CONTROL PERSON RESOLUTION	C-1
SCHEDULE D GM NEW CONTROL PERSON RESOLUTION	D-1
SCHEDULE E PANASONIC NEW CONTROL PERSON RESOLUTION	E-1
SCHEDULE F FORT CAPITAL FORMAL VALUATION AND OPINION	F-1


Questions		Answers

What am I being asked to vote on at the Meeting?		Shareholders are being asked to vote on resolutions to approve each of the Mitsui Private Placement (as defined below) and the Pallinghurst Private Placement (as defined below) (collectively, the “Related Party Private Placements”), for aggregate gross proceeds to NMG of approximately US$37.5 million, and resolutions to approve the creation of new control persons, being Mitsui, GM and Panasonic. A Shareholder vote on each resolution is required under the rules of the TSX Venture Exchange (“TSXV”) and/or applicable securities laws.

Why are the Related Party Private Placements necessary?		The Related Party Private Placements will involve gross proceeds to NMG of US$25 million in respect of Mitsui and US$12.5 million in respect of Pallinghurst Bond Limited (“Pallinghurst”), both of which will be used to settle the full face value of the unsecured convertible note in the principal amount of US$25 million issued to Mitsui on November 8, 2022 (the “Mitsui Convertible Note”), and the unsecured convertible note in the principal amount of US$12.5 million issued to Pallinghurst on November 8, 2022 (the “Pallinghurst Convertible Note”, together with the Mitsui Convertible Note, the “Related Party Convertible Notes”). Once the Related Party Convertible Notes are settled, there will no longer be any units issuable thereunder, and only interest accrued through to the date on which the Related Party Subscription Agreements (as defined below) were entered into (being February 14, 2024) will be payable, to be settled through the issuance of Common Shares on Closing (as defined below). Furthermore, the Related Party Private Placements solidify the strategic participation of each of Mitsui and Pallinghurst in NMG’s business plan. In line with NMG’s plan to develop and further commercialize its integrated anode material operations, the Mitsui Private Placement represents a further commitment from Mitsui, as a strategic partner, to support NMG’s further development towards a final investment decision. Similarly, Pallinghurst is a long-time strategic investor and Shareholder, and the Pallinghurst Private Placement solidifies Pallinghurst’s position as such and demonstrates Pallinghurst’s long-term commitment to NMG’s long-term success.

How will the matters being voted on at the Meeting affect my ownership interest in NMG?		(A) In respect of Mitsui, following Closing (which requires approval of Mitsui as a new control person), Mitsui will be issued (i) 13,552,695 Common Shares (including 1,052,695 PIK Shares (as defined below)), representing approximately 14.7% of NMG’s currently issued and outstanding Common Shares (not including the issuances to Pallinghurst described herein) and (ii) 12,500,000 Warrants, representing, assuming the exercise in full of such Warrants, approximately 13.6% of NMG’s currently issued and outstanding Common Shares (not including the other issuances


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


Questions		Answers

		under the Related Party Private Placements described herein). (B) In respect of Pallinghurst, following Closing, Pallinghurst will be issued (i) 6,776,348 Common Shares (including 526,348 PIK Shares), representing approximately 7.4% of NMG’s currently issued and outstanding Common Shares (not including the issuances to Mitsui described herein) and (ii) 6,250,000 Warrants, representing, assuming the exercise in full of such Warrants, approximately 6.8% of NMG’s currently issued and outstanding Common Shares (not including the other issuances under the Related Party Private Placements described herein)). As a consequence, the ownership interest of all Shareholders will be correspondingly diluted on Closing, and Shareholders will experience further dilution if the Warrants issued to Mitsui and Pallinghurst are exercised. With respect to the resolutions approving Panasonic and GM as new control persons of the Corporation, Panasonic and GM hold an aggregate of 25,000,000 Warrants, which may be converted into an aggregate of 25,000,000 Common Shares, representing, assuming the exercise in full of such Warrants, approximately an aggregate of 27.1% of NMG’s currently issued and outstanding Common Shares (without including the Related Party Private Placements). If Panasonic or GM exercise such Warrants, the ownership of all other Shareholders will be diluted.

How does the Board recommend I vote on the matters to be acted upon at the Meeting?		The Board (other than Messrs. Arne H. Frandsen, Andrew Willis, Jürgen Köhler and Eric Desaulniers (the “Interested Directors”), who recused themselves due to their conflict of interest or financial interest with respect to the Related Party Private Placements) unanimously recommends that Shareholders vote FOR all matters to be acted upon at the Meeting.

What level of Shareholder support is required to approve the Related Party Private Placements and the creation of each new control person?		The resolutions to approve each of the Mitsui Private Placement and the Pallinghurst Private Placement as well as the creation of each new control person, being Mitsui, GM and Panasonic, must each be approved by a simple majority (more than 50%) of the votes cast by Shareholders virtually present or represented by proxy at the Meeting, other than any “interested party”, any “related party” of an “interested party” or any “joint actor” of, as applicable, Mitsui, Pallinghurst, GM or Panasonic in respect of the relevant resolution (the approving Shareholders being the “Disinterested Shareholders” and the excluded Shareholders being the “Excluded Shareholders”).

Who is eligible to vote at the Meeting?		If you held Common Shares at the close of business on March 12, 2024, the Record Date for the Meeting, you will be entitled to receive notice of and vote at the Meeting, even if you have since that date disposed of your Common Shares. In accordance with the rules of the TSXV and applicable securities law requirements, the votes of the Excluded Shareholders, as applicable, will be excluded.

Questions		Answers


How do I vote?		If you are a registered Shareholder, you may exercise your rights by attending the Meeting virtually or by completing a proxy form. You may also exercise your voting rights (i) by mail to TSX Trust Company, P.O. Box 721, Agincourt, Ontario, M1S 0A1; (ii) by facsimile machine at 416-595-9593; (iii) by calling the toll-free number in Canada and the United States, 1-888-489-7352; (iv) by casting your vote online using the following website: www.meeting-vote.com; or (v) by scanning and sending it by email to proxyvote@tmx.com. If, as a Beneficial Owner as of the Record Date, you wish to participate and vote at the Meeting (or have another person, who need not be a Shareholder, participate and vote on your behalf), you must follow the instructions on the voting instruction form that you receive or seek a form of proxy from your intermediary. If you are not sure what to do, you should immediately contact your intermediary in respect of your Common Shares.

Am I entitled to dissent rights?		No. Shareholders are not entitled to dissent rights in connection with the matters to be acted upon at the Meeting.

Name	Relationship with NMG	Number of Common Shares Beneficially Owned, Controlled or Directed	Approximate percentage of total Common Shares ⁽¹⁾	Number of Options Beneficially Owned, Controlled or Directed	Approximate percentage of total options to purchase Common Shares	Number of Warrants Beneficially Owned, Controlled or Directed
Arne H. Frandsen⁽²⁾	Director	311,796⁽³⁾	0.34%	152,500	3.21%	Nil
Daniel Buron	Director	Nil	N/A	167,500	3.53%	Nil

Month	High (C$)	Low (C$)	Volume
August 2023	4.12	3.46	952,670
September 2023	4.19	3.05	1,185,410
October 2023	4.22	2.62	2,021,340
November 2023	4.01	3.27	1,006,011
December 2023	4.20	3.09	1,191,571
January 2024	3.49	2.73	1,114,045
February 2024	4.14	2.55	2,538,769
March 1 to March 27, 2024	3.49	2.84	891,283

Month	High (US$)	Low (US$)	Volume
August 2023	3.10	2.53	1,193,753
September 2023	3.09	2.25	1,170,064
October 2023	3.21	1.85	7,322,974
November 2023	2.90	2.36	1,703,520
December 2023	3.13	2.28	1,995,058
January 2024	2.70	2.03	1,470,121
February 2024	3.07	1.88	8,995,753
March 1 to March 27, 2024	2.60	2.10	1,437,864

Date Issued	Number of Common Shares	Exercise/Conversion Price per Security	Nature of Issuance
2019/03/21	5,000	2.00 $	COMMON SHARES - OPTIONS
2019/04/09	5,000	2.00 $	COMMON SHARES - OPTIONS
2019/04/10	5,148	2.65 $	COMMON SHARES - SETTLEMENT IN SHARES
2019/04/22	15,000	2.00 $	COMMON SHARES - OPTIONS
2019/04/25	4,382,500	2.35 $	COMMON SHARES - PRIVATE PLACEMENT
2019/06/27	3,979,202	2.35 $	COMMON SHARES - PRIVATE PLACEMENT
2019/06/27	255,319	2.35 $	COMMON SHARES - PRIVATE PLACEMENT
2020/06/09	15,000	1.80 $	COMMON SHARES - OPTIONS
2020/09/04	53,032	2.00 $	COMMON SHARES - SETTLEMENT IN SHARES
2020/09/04	46,646	2.00 $	COMMON SHARES - SETTLEMENT IN SHARES
2020/09/04	4,081	2.00 $	COMMON SHARES - SETTLEMENT IN SHARES
2020/10/09	15,000	3.50 $	COMMON SHARES - OPTIONS
2020/11/11	1,500	3.50 $	COMMON SHARES - WARRANTS
2020/11/13	21,391	3.50 $	COMMON SHARES - WARRANTS
2020/11/17	7,500	3.00 $	COMMON SHARES - OPTIONS
2020/11/17	38,000	3.50 $	COMMON SHARES - WARRANTS
2020/11/20	230,000	3.50 $	COMMON SHARES - WARRANTS
2020/11/23	14,100	3.50 $	COMMON SHARES - WARRANTS
2020/11/23	50,000	4.50 $	COMMON SHARES - OPTIONS
2020/12/04	37,500	2.00 $	COMMON SHARES - OPTIONS
2020/12/04	46,250	3.50 $	COMMON SHARES - WARRANTS
2020/12/10	7,500	2.00 $	COMMON SHARES - OPTIONS
2020/12/10	6,500	3.50 $	COMMON SHARES - WARRANTS
2020/12/14	7,500	2.00 $	COMMON SHARES - OPTIONS
2020/12/14	2,000	3.50 $	COMMON SHARES - WARRANTS
2020/12/16	18,000	3.50 $	COMMON SHARES - WARRANTS
2020/12/17	5,000	2.00 $	COMMON SHARES - OPTIONS
2020/12/17	5,000	3.50 $	COMMON SHARES - WARRANTS
2020/12/18	54,750	3.50 $	COMMON SHARES - WARRANTS
2020/12/21	434,800	3.50 $	COMMON SHARES - WARRANTS
2021/01/05	25,000	3.50 $	COMMON SHARES - OPTIONS
2021/01/05	7,500	2.00 $	COMMON SHARES - OPTIONS
2021/01/07	15,000	2.35 $	COMMON SHARES - OPTIONS
2021/01/07	150,000	3.50 $	COMMON SHARES - WARRANTS
2021/01/13	15,000	2.05 $	COMMON SHARES - OPTIONS

Date Issued	Number of Common Shares	Exercise/Conversion Price per Security	Nature of Issuance
2021/09/23	3,750	2.35 $	COMMON SHARES - OPTIONS
2021/09/29	18,700	7.00 $	COMMON SHARES - OPTIONS
2021/10/08	15,000	2.35 $	COMMON SHARES - OPTIONS
2021/10/08	15,000	3.20 $	COMMON SHARES - OPTIONS
2021/10/08	25,000	1.85 $	COMMON SHARES - OPTIONS
2021/10/15	1,875,000	2.00 $	COMMON SHARES - CONVERTIBLE BOND
2021/10/18	5,625,000	2.00 $	COMMON SHARES - CONVERTIBLE BOND
2021/10/21	220,471	8.62 $	COMMON SHARES - INTEREST ON CONVERTIBLE BOND
2021/10/28	25,000	2.50 $	COMMON SHARES - OPTIONS
2021/11/02	10,000	7.00 $	COMMON SHARES - OPTIONS
2021/11/18	20,000	1.85 $	COMMON SHARES - OPTIONS
2021/11/24	25,000	2.50 $	COMMON SHARES - OPTIONS
2021/12/02	100,000	3.00 $	COMMON SHARES - OPTIONS
2021/12/02	62,500	3.40 $	COMMON SHARES - OPTIONS
2021/12/03	1,500	7.00 $	COMMON SHARES - OPTIONS
2021/12/07	15,000	2.75 $	COMMON SHARES - OPTIONS
2022/01/05	1,500	7.00 $	COMMON SHARES - OPTIONS
2022/01/24	1,500	7.00 $	COMMON SHARES - OPTIONS
2022/01/24	15,000	2.75 $	COMMON SHARES - OPTIONS
2022/01/26	2,000	7.00 $	COMMON SHARES - OPTIONS
2022/02/04	25,000	2.75 $	COMMON SHARES - OPTIONS
2022/02/08	30,000	2.75 $	COMMON SHARES - OPTIONS
2022/02/14	10,400	9.67 $	COMMON SHARES - ATM
2022/02/15	1,500	7.00 $	COMMON SHARES - OPTIONS
2022/02/16	6,301	9.65 $	COMMON SHARES - ATM
2022/02/18	3,200	9.61 $	COMMON SHARES - ATM
2022/03/15	1,500	7.00 $	COMMON SHARES - OPTIONS
2022/03/29	1,500	7.00 $	COMMON SHARES - OPTIONS
2022/04/08	3,000	8.20 $	COMMON SHARES - ATM
2022/04/11	13,784	7.99 $	COMMON SHARES - ATM
2022/04/11	3,000	1.95 $	COMMON SHARES - OPTIONS
2022/04/12	7,729	7.92 $	COMMON SHARES - ATM
2022/04/12	1,000	7.00 $	COMMON SHARES - OPTIONS
2022/04/13	3,900	8.05 $	COMMON SHARES - ATM
2022/04/14	40,507	8.18 $	COMMON SHARES - ATM
2022/04/18	75,400	8.26 $	COMMON SHARES - ATM
2022/04/20	4,200	8.23 $	COMMON SHARES - ATM
2022/04/21	33,801	8.34 $	COMMON SHARES - ATM
2022/04/25	2,336	8.21 $	COMMON SHARES - ATM

Date Issued	Number of Common Shares	Exercise/Conversion Price per Security	Nature of Issuance
2022/04/26	1,400	7.87 $	COMMON SHARES - ATM
2022/04/28	8,014	7.71 $	COMMON SHARES - ATM
2022/04/29	50,563	7.89 $	COMMON SHARES - ATM
2022/05/02	30,470	7.89 $	COMMON SHARES - ATM
2022/05/03	13,215	7.84 $	COMMON SHARES - ATM
2022/05/04	100,000	7.82 $	COMMON SHARES - ATM
2022/05/05	4,789	8.09 $	COMMON SHARES - ATM
2022/05/06	19,800	8.11 $	COMMON SHARES - ATM
2022/05/20	20,000	1.85 $	COMMON SHARES - OPTIONS
2022/05/24	2,100	7.08 $	COMMON SHARES - ATM
2022/05/24	500	7.19 $	COMMON SHARES - ATM
2022/05/25	5,501	6.83 $	COMMON SHARES - ATM
2022/05/26	1,000	6.76 $	COMMON SHARES - ATM
2022/05/27	5,591	6.90 $	COMMON SHARES - ATM
2022/05/31	15,583	6.92 $	COMMON SHARES - ATM
2022/06/01	12,402	6.96 $	COMMON SHARES - ATM
2022/06/01	7,121	6.91 $	COMMON SHARES - ATM
2022/06/02	20,000	2.35 $	COMMON SHARES - OPTIONS
2022/06/02	18,575	6.98 $	COMMON SHARES - ATM
2022/06/06	900	6.90 $	COMMON SHARES - ATM
2022/07/11	10,000	3.20 $	COMMON SHARES - OPTIONS
2022/07/13	10,000	3.20 $	COMMON SHARES - OPTIONS
2022/08/11	4,000	4.20 $	COMMON SHARES - OPTIONS
2022/08/24	10,000	3.10 $	COMMON SHARES - OPTIONS
2022/08/24	20,000	2.35 $	COMMON SHARES - OPTIONS
2022/09/09	15,000	3.20 $	COMMON SHARES - OPTIONS
2022/09/09	15,000	2.35 $	COMMON SHARES - OPTIONS
2022/09/09	20,000	1.85 $	COMMON SHARES - OPTIONS
2022/09/16	10,000	3.40 $	COMMON SHARES - OPTIONS
2022/11/09	10,000	4.20 $	COMMON SHARES - OPTIONS
2022/11/22	6,000	4.20 $	COMMON SHARES - OPTIONS
2022/12/30	10,000	- $	COMMON SHARES - OPTIONS
2022/12/30	(10,000)	- $	COMMON SHARES - OPTIONS
2023/04/17	4,850,000	6.10 $	COMMON SHARES - PUBLIC OFFERING
2023/05/04	25,000	3.20 $	COMMON SHARES - OPTIONS
2023/05/15	15,000	3.20 $	COMMON SHARES - OPTIONS
2023/05/18	15,000	3.20 $	COMMON SHARES - OPTIONS
2023/05/18	100,000	3.20 $	COMMON SHARES - OPTIONS
2023/05/18	25,000	3.20 $	COMMON SHARES - OPTIONS

Date Issued	Number of Common Shares	Exercise/Conversion Price per Security	Nature of Issuance
2024/01/31	6,208,210	3.00 $	COMMON SHARES - LAC GUERET PROPERTY ACQUISITION
2024/02/28	12,500,000	2.71 $	COMMON SHARES - PRIVATE PLACEMENT
2024/02/28	12,500,000	2.71 $	COMMON SHARES - PRIVATE PLACEMENT


/s/ Josée Gagnon
Josée Gagnon
Vice President, Legal Affaires & Corporate Secretary


	Fort Capital Partners
		1010 – 510 Burrard Street
		Vancouver, BC V6C 3A8


Matawinie Mine	Unit	LOM
Mine Life	Years	25
Average Annual Graphite Concentrate Production	tonnes/yr	103,328
Initial Capex	C$M	$481
Opex Cost per tonne of Graphite Concentrate	C$/tonne	$565
Average Flake Basket Price	$/tonne	$1,675
Bécancour Battery Material Plant
Average Annual Throughput⁴	tonnes/yr	63,775
Initial Capex	C$M	$923
Opex Cost per tonne of AAM Throughput	C$/tonne	$2,249
Average AAM Basket Price	$/tonne	$9,051
Average Purified 50+ Mesh Price	$/tonne	$5,104
Integrated Project
After-Tax NPV_8%	C$M	$1,581
After-Tax IRR	%	21.0%


	Ownership	P&P	M&I	Inferred	Total
Matawinie (Mt)	100%	2.6	5.6	1.0	9.1
Uatnan (Mt)	100%	-	11.3	3.1	14.4
Total (Mt)		2.6	16.9	4.1	23.5

C$000’s
Assets	2021A	2022A	2023A⁶
Current Assets
Cash & Cash Equivalents	$62,355	$59,924	$36,332
Account Receivables and Other Current Assets	$9,056	$10,317	$3,897
Restricted Cash and Deposits	-	$621	-
Prepaid Expense	$2,768	$3,062	$2,697
Total Current Assets	$74,179	$73,924	$42,926
Tax Credits Receivable	$5,509	$5,458	$8,846
Equity Investment	-	$800	$1,075
Property, Plant and Equipment	$42,103	$64,135	$66,619
Intangible Assets	$481	$182	$59
Right-of-Use Assets	$2,254	$2,656	$1,884
Restricted Cash and Deposits	$1,823	$2,919	$2,530
Total Assets	$126,349	$150,074	$123,939

Current Liabilities
Accounts Payables & Accrued Liabilities	$15,193	$15,429	$9,798
Deferred Grants	-	$20	$1,255
Current Portion of Lease Liabilities	$329	$431	$451
Current Portion of Borrowings	$208	$225	$480
Total Current Liabilities	$15,730	$16,105	$11,984
Asset Retirement Obligations	$1,009	$952	$987
Lease Liabilities	$1,994	$2,386	$1,636
Borrowings	$1,921	$1,763	$1,278
Convertible Notes⁷	-	$56,544	$53,624
Total Liabilities	$20,654	$77,750	$69,509

Shareholders’ Equity
Share Capital	$206,483	$210,786	$238,823
Other Reserves	-	$829	$7,692
Contributed Surplus	$16,102	$25,313	$28,502
Deficit	($116,890)	($164,604)	($220,587)
Total Shareholders’ Equity	$105,695	$72,324	$54,430


(in US$M unless otherwise noted)
Last Sale Price (Feb 14, 2024) ($)		$2.08
Basic Shares Outstanding		92.1
TSM Dilutive Securities		2.0
Total Shares Outstanding (TSM)		94.1
Market Capitalization (TSM)		$196
Plus: Debt		$1
Plus: Convertible Notes		$50
Plus: Lease Obligations		$2
Less: Cash		($71)
Less: Equity Investments		($0)
Total Enterprise Value		$177


	Basic Shares (M)	% Of Basic	Dilutive Securities (M)	% of ITM F.D. Shares
Total Insiders	1,023	1.1%	2,663	3.0%
Panasonic	12,500	13.6%	12,500	20.2%
GM	12,500	13.6%	12,500	20.2%
Pallinghurst	11,541	12.5%	526	9.7%
Investissement Québec	5,796	6.3%	449	5.0%
Mason	6,208	6.7%	-	5.0%
Mitsui	-	-	1,053	0.8%
Total Corporations & Institutions	48,545	52.7%	27,028	60.9%
Other Unidentified Shareholders	42,544	46.2%	2,246	36.1%
Total Shares Outstanding	92,112	100.0%	31,937	100.0%


Graphite Developers	Graphite Producers	Battery Metal Producers
Black Rock Mining	NextSource Materials	Arcadium Lithium
EcoGraf	Northern Graphite	GrafTech
Graphite One	Quantum Graphite	Iluka Resources
Renascor Resources	Syrah Resources	Lithium Americas (Argentina)
South Star Battery Metals		Lynas Rare Earths
SRG Mining		MP Materials
Talga Group		Pilbara Minerals
Walkabout Resources		Sigma Lithium
Westwater Resources		Syrah Resources


Comparable Companies	Avg. P / NAV	Median P / NAV	Avg. 2025E EV / EBITDA	Median 2025E EV / EBITDA
Graphite Developers	0.3x	0.3x	11.8x	3.6x
Graphite Producers	0.4x	0.4x	9.3x	9.3x
Battery Metal Producers	0.7x	0.7x	6.7x	7.1x


Asset	Low ($M)	High ($M)
Integrated Graphite Project	$270.0	$330.0
Uatnan Project	$17.0	$30.0
Corporate Expenses (Tax Affected)	($99.6)	($87.6)
Net Asset Value	$187.4	$272.4
Add: Cash¹¹	$21.4	$21.4
Add: Equity Investments (Mark to Market - February 14, 2024)	$0.5	$0.5
Subtract: Debt¹²	($1.3)	($1.3)
Subtract: Convertible Notes (Face Value)	($50.0)	($50.0)
Subtract: Lease Liabilities¹²	($1.5)	($1.5)
Indicative Value	$156.4	$241.4
Shares Outstanding (Treasury Stock Method)¹³	69.1	69.1
Indicative Value per Share (US$ / Share)	$2.26	$3.49

Indicative Value (Pro Forma Arm’s Length Private Placements)	$206.4	$291.4
Shares Outstanding (Treasury Stock Method)¹³	94.1	105.2
Indicative Value per Share (US$ / Share)	$2.19	$2.77

	NOUVEAU MONDE GRAPHITE INC.

	Per:	/s/ Charles-Olivier Tarte
		Name: Charles-Olivier Tarte
		Title: Chief Financial Officer