Skip to main content

NMG 6-K

Nouveau Monde Graphite Inc. (NMG)

6-K 2026-05-14 For: 2026-05-14
View Original
Added on May 16, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 6-K

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number: 001-40416

Nouveau MondeGraphite Inc.****(Translation of registrant’s name into English)

481 rue BrassardSaint-Michel-des-Saints, QuebecCanada J0K 3B0

(Address of principal executive office)

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

Form 20-F   ¨     Form 40-F  x

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

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

SIGNATURE

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

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

Exhibit 99.1

SPECIALAND Annual General Meeting of Shareholders

MAY 13,2026

REPORT OF VOTINGRESULTSin accordance with section 11.3 of Regulation 51-102 respecting Continuous Disclosure Obligations

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

1. Election of Directors

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

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

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

Votes in Favor % Votes in Favor Votes Withheld % Votes Withheld
112,664,827 99.86 % 162,224 0.14 %
3. Issuance of Common Shares toInvestissement Québec
--- ---

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

Votes in Favor % Votes in Favor Votes Against % Votes Against
80,927,383 99.60 % 325,614 0.40 %
4. Issuance of Common Shares toCanada Growth Fund Inc.
--- ---

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

Votes in Favor % Votes in Favor Votes Against % Votes Against
86,739,893 99.64 % 309,093 0.36 %
5. Private Placements
--- ---

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

Votes in Favor % Votes in Favor Votes Against % Votes Against
61,061,612 99.43 % 350,116 0.57 %
6. Amendments to Outstanding Warrants
--- ---

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

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

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

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

Votes in Favor % Votes in Favor Votes Against % Votes Against
61,050,925 99.41 % 360,804 0.59 %
7. Potential Additional Issuances
--- ---

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

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

Exhibit 99.2

PRESS RELEASE

For immediate release

NMG DisclosesAnnual General & Special Meeting Voting Results and Announces the Signature of Definitive Offtake Agreement with the Governmentof Canada

+ Appointment of the directors and<br>adoption of all resolutions submitted to shareholders
+ Approval by NMG shareholders of<br>private placement for an aggregate amount of approximately US$213M by Canada Growth Fund Inc., the Government of Québec via Investissement<br>Québec and ENI International B.V.
--- ---
+ Signature of the definitive offtake<br>agreement with the Government of Canada
--- ---

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

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

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

Matters Votedupon at the Meeting and Results

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

ELECTIONOF DIRECTORS

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

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

Appointmentand Compensation of pricewaterhouse coopers LLP as Auditor

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

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

PRIVATE PLACEMENTS, WARRANT AMENDMENTSAND NEW CONTROL PERSONS

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

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

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

Warrant Amendments

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

Government ofCanada Definitive Offtake Agreement

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

About NouveauMonde Graphite

Nouveau Monde Graphite is an integrated company developing responsible mining and advanced processing operations to supply the global economy with carbon-neutral advanced graphite materials. The Company is developing in Québec, Canada, a fully integrated ore-to-processed-graphite value chain to serve tomorrow’s industries in energy, advanced technology, and manufacturing. With recognized ESG standards and structuring partnerships with major customers, NMG is set to become a strategic supplier of advanced materials to leading specialized manufacturers while promoting sustainability, innovation, and supply chain traceability. www.NMG.com

Contact
MEDIA INVESTORS
Julie Paquet Marc Jasmin
VP Communications & ESG Strategy Director, Investor Relations
+1-450-757-8905 #140 +1-450-757-8905 #993
[email protected] [email protected]

Subscribe to our news feed: https://bit.ly/3UDrY3X

CautionaryNote Regarding Forward-Looking Information

This press releasecontains “forward-looking information” and “forward-looking statements” within the meaning of applicable securitieslegislation (collectively, “forward-looking statements”), including, but not limited to, statements relating to future eventsor future financial or operating performance of the Company and reflect management’s expectations and assumptions regarding theCompany’s growth, results, performance and business prospects and opportunities. Such forward-looking statements reflect management’scurrent beliefs and are based on information currently available to it. These forward-looking statements include, but are not limitedto the satisfaction of closing conditions with respect to the Private Placement, the Company’s ability to raise all funds neededto complete the Phase-2 Matawinie Mine, the expected use of proceeds from the Private Placement, the Company’s ability to securea positive FID for the Phase-2 Matawinie Mine, the Company’s ability to execute the amended and restated warrant certificates inrespect of each of the CGF Warrants and the IQ Warrants, the Company’s ability to execute the construction and the commissioningas planned and in accordance with the execution plan and strategy, the ability of all contractors and suppliers of the Company to deliverin accordance with their commitment, the receipt of all necessary regulatory approvals and stock exchange approvals including the Company’sability to obtain final approval from the TSX and the NYSE, as applicable, the expected closing date of the Private Placements and theexpected results of the initiatives described in this press release, and those statements which are discussed under the “AboutNouveau Monde Graphite” paragraph and elsewhere in the press release which essentially describe the Company’s outlook andobjectives.

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

Forward-lookingstatements are subject to known or unknown risks and uncertainties that may cause actual results to differ materially from those anticipatedor implied in the forward-looking statements. Risk factors that could cause actual results or events to differ materially from currentexpectations include, among others, failure to satisfy all closing conditions for the Private Placements, failure to execute the amendedand restated warrant certificates in respect of each of the CGF Warrants and the IQ Warrants, failure to obtain necessary regulatoryor stock exchange approvals, and delays in completing the Private Placements, as well as earnings, capital expenditure, cash flow andcapital structure risks and general business risks. A further description of risks and uncertainties can be found in NMG’s AnnualInformation Form dated March 25, 2026, including in the section thereof captioned “Risk Factors”, which is availableon SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Unpredictable or unknown factors not discussed in this CautionaryNote could also have material adverse effects on forward-looking statements.

Many of theseuncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressedor implied in any forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, asactual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are providedfor the purpose of providing information about management’s expectations and plans relating to the future. The Company disclaimsany intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequentactual events and such forward-looking statements, except to the extent required by applicable law.

Further informationregarding the Company is available in the SEDAR+ database (www.sedarplus.ca), and for United States readers on EDGAR (www.sec.gov),and on the Company’s website at: www.NMG.com.