NMG 0001104659-25-109730 6-K Filing: Nov 12, 2025

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 November 2025

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 ☒

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


99.1		Condensed consolidated interim unaudited financial statements for the three and nine-month periods ended September 30, 2025 and 2024

99.2		Management’s Discussion and Analysis for the three and nine-month periods ended September 30, 2025

99.3		Certification of Interim Filings by the CEO

99.4		Certification of Interim Filings by the CFO

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: November 11, 2025	/s/ Josée Gagnon
	Josée Gagnon
	Vice President, Legal Affairs & Corporate Secretary

Table of Contents Exhibit 99.1


FINANCIAL STATEMENTS

Condensed consolidated interim unaudited financial statements

For the three and nine-month periods ended September 30, 2025 and 2024

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

Table of Contents

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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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 September 30, 2025	As at December 31, 2024
ASSETS
CURRENT
Cash and cash equivalents			61,767	106,296
Grants receivable and other current assets			732	1,010
Restricted cash			—	3,000
Sales taxes receivable			1,223	1,656
Tax credits receivable			1,860	515
Prepaid expenses			1,750	1,529
Total current assets		****	67,332	114,006

NON-CURRENT
Tax credits receivable			6,890	10,247
Investment - Listed shares			425	325
Property, plant and equipment	5		84,344	77,666
Right-of-use assets			1,650	1,505
Deposits			671	351
Total non-current assets		****	93,980	90,094
Total assets		****	161,312	204,100

LIABILITIES
CURRENT
Accounts payable and other	6		11,673	13,642
Deferred grants			345	785
Convertible notes	7		17,152	16,240
Derivative warrant liability	8		78,968	15,589
Current portion of lease liabilities			560	470
Current portion of borrowings			261	250
Total current liabilities		****	108,959	46,976

NON-CURRENT
Asset retirement obligation			1,573	1,463
Lease liabilities			1,253	1,240
Borrowings			567	764
Total non-current liabilities		****	3,393	3,467
Total liabilities		****	112,352	50,443

EQUITY
Share capital			411,485	411,240
Other reserves	7		4,909	3,680
Contributed surplus and warrants			36,603	32,609
Deficit			(404,037)	(293,872)
Total equity		****	48,960	153,657
Total liabilities and equity		****	161,312	204,100
Going Concern	1
Commitments	17
Subsequent events	18

APPROVED BY THE BOARD OF DIRECTORS

/s/ Eric Desaulniers – “Director”

/s/ Daniel Buron – “Director”

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

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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


				For the three-month periods ended		For the nine-month periods ended
				September 30, 2025	September 30, 2024	September 30, 2025	September 30, 2024
		Notes	****				$
EXPENSES
Mining projects expenses		10		2,219	1,760	6,012	23,827
Battery Material Plant project expenses		11		3,949	10,434	22,224	27,199
General and administrative expenses		12		6,850	6,865	19,977	19,881
Operating loss	****		****	13,018	19,059	48,213	70,907
Net financial costs (income)		13		63,591	(11,097)	61,652	(19,825)
Loss before tax	****		****	76,609	7,962	109,865	51,082
Income tax				100	100	300	300
Net loss and comprehensive loss	****		****	76,709	8,062	110,165	51,382

Basic and diluted loss per share				0.50	0.07	0.72	0.52
Weighted average number of shares outstanding				153,897,325	113,327,700	153,648,240	98,022,452

All values are in US Dollars.

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

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NOUVEAU MONDE GRAPHITE INC.

Consolidated statements of changes in equity

(Amounts expressed in thousands of Canadian dollars - unaudited)

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY


	****		****		****		****	Contributed	****	For the nine-month period ended September 30, 2025
								surplus and
						Share capital		warrants		Other reserves		Deficit	Total equity
		Notes		Number		$		$		$		$	$
Balance as at January 1, 2025				152,261,189	****	411,240	****	32,609	****	3,680	****	(293,872)	153,657
Options exercised		9.2		139,516		245		(400)		—			(155)
Share-based compensation				—		—		4,394		—		—	4,394
Settlement of interest on Convertible Notes		7		—		—		—		1,229		—	1,229
Net loss and comprehensive loss				—		—		—		—		(110,165)	(110,165)
Balance as at September 30, 2025	****		****	152,400,705	****	411,485	****	36,603	****	4,909	****	(404,037)	48,960


	****		****		****		****	Contributed	****	For the nine-month period ended September 30, 2024
								surplus and
						Share capital		warrants		Other reserves		Deficit	Total equity
		Notes		Number		$		$		$		$	$
Balance as at January 1, 2024				60,903,898		238,823		28,502		7,692		(220,587)	54,430
Shares issued - Lac Guéret Property acquisition		10		6,208,210		18,625		—		—		—	18,625
Shares issued from Private Placement		8		43,750,000		82,388		—		—		—	82,388
Options exercised		9.2		137,500		507		(184)		—			323
Share-based compensation				—		—		5,917		—		—	5,917
Settlement of interest on Convertible Notes		7		1,579,043		6,417		—		(4,439)		—	1,978
Share issue costs				—		(2,806)		—		—		—	(2,806)
Net loss and comprehensive loss				—		—		—		—		(51,382)	(51,382)
Balance as at September 30, 2024	****		****	112,578,651	****	343,954	****	34,235	****	3,253	****	(271,969)	109,473

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

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NOUVEAU MONDE GRAPHITE INC.

Consolidated statements of cash flow

(Amounts expressed in thousands of Canadian dollars - unaudited)

CONSOLIDATED STATEMENTS OF CASH FLOWS


				For the nine-month periods ended
				September 30, 2025	September 30, 2024
	****	Notes			$
OPERATING ACTIVITIES
Net loss				(110,165)	(51,382)
Adjustments for non-cash items:
Depreciation and amortization				5,712	7,023
Change in fair value - Listed shares				(100)	775
Change in fair value - Derivative warrant liability		8		63,591	(30,819)
Interest and accretion - Convertible notes		7		990	1,978
Lac Guéret Property acquisition		10		—	18,625
Loss on convertible notes settlement		7		—	7,548
Unrealized foreign exchange loss (gain)				(397)	1,716
Loss on write-off/disposal of property, plant and equipment		5		145	1,098
Share-based compensation		9.2		3,804	5,398
Other accretions included within financial costs				72	1,773
Net change in working capital		14		4,761	1,081
Cash flows used in operating activities				(31,587)	(35,186)

INVESTING ACTIVITIES
Additions to property, plant, and equipment, net of grants		5-14		(11,221)	(9,043)
Cash flows used in investing activities	****		****	(11,221)	(9,043)

FINANCING ACTIVITIES
Proceeds from private placements		8		—	67,870
Repayment of borrowings				(186)	(683)
Repayment of lease liabilities				(490)	(346)
Proceeds from the exercise of stock options		9.2		—	323
Share issue costs				(689)	(2,685)
Cash flows from financing activities	****		****	(1,365)	64,479

Effect of exchange rate changes on cash				(356)	(80)

Net change in cash and cash equivalents	****		****	(44,529)	20,170
Cash and cash equivalents at the beginning of the period				106,296	36,332
Cash and cash equivalents at the end of the period				61,767	56,502
Non-cash investing and financing activities		14

All values are in US Dollars.

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

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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)

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 a natural graphite-based anode material that would qualify as battery-grade material to supply the lithium-ion industry.

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 (“IFRS Accounting Standards”) as issued by the International Accounting Standards Board (“IASB”) 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 nine-month period ended September 30, 2025, the Company reported a net loss after tax of $110.2 million and cash outflows from operating activities of $31.6 million and had an accumulated deficit of $404.0 million as of September 30, 2025. 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 additional funding, the Company does not have sufficient liquidity to pursue its planned expenditures.

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.

The Company’s ability to continue future operations and fund its development and acquisition activities is dependent on management's ability to secure additional financing in the future, which may be completed in a number of ways including, but not limited to, the issuance of debt or equity instruments, expenditure reductions, or a combination of strategic partnerships, joint venture arrangements, project debt finance, offtake financing, royalty financing and other capital markets alternatives. While management has been successful in securing financing in the past, there can be no assurance it will be able to do so in the future or that these sources of funding or initiatives will be available for the Company or that they will be available on terms which are acceptable to the Company.

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 (“IFRS Accounting Standards”), as published by the International Accounting Standards Board (“IASB”) 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, 2024. 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, 2024, which have been prepared in accordance with IFRS Accounting Standards.

The condensed consolidated interim financial statements for the three and nine-month periods ended September 30, 2025 (including comparative statements) were approved and authorized for publication by the Board of Directors on November 11, 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)

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 September 30, 2025, all of which are wholly-owned, is 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

4.	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 2024 consolidated audited annual financial statement. Actual results may differ significantly. 6

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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)

5.	PROPERTY, PLANT AND EQUIPMENT


	For the nine-month period ended September 30, 2025
				Furniture			Bécancour Battery
				and other IT		Mine under	Material Plant	Other assets
	Land	Buildings	Equipment	equipment	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	—	136	(1,100)	—	49	11,335	43	1,624	12,087
Transfers	—	—	1,119	—	—	—	—	(1,119)	—
Write-Off/Disposals	—	(217)	(6,352)	—	—	—	—	(143)	(6,712)
September 30, 2025	2,455	1,947	21,214	235	399	73,814	1,218	1,977	103,259
ACCUMULATED DEPRECIATION
January 1, 2025	—	644	19,097	170	307	—	—	—	20,218
Depreciation	—	77	5,163	7	17	—	—	—	5,264
Write-Off/Disposals	—	(215)	(6,352)	—	—	—	—	—	(6,567)
September 30, 2025	—	506	17,908	177	324	—	—	—	18,915
Net book value as at September 30, 2025	2,455	1,441	3,306	58	75	73,814	1,218	1,977	84,344

All values are in US Dollars.


	For the year ended December 31, 2024
				Furniture			Bécancour Battery
				and other IT		Mine under	Material Plant	Other assets
	Land	Buildings	Equipment	equipment	Rolling stock	construction [1]	under construction [1]	under construction [1]	Total
									$
COST
January 1, 2024	2,455	3,438	25,350	235	128	48,477	—	710	80,793
Additions, net of grants	—	—	43	—	—	14,002	1,175	3,059	18,279
Transfers	—	—	2,154	—	—	—	—	(2,154)	—
Transfer of Right-of-use assets	—	—	—	—	230	—	—	—	230
Write-Off/Disposals	—	(1,410)	—	—	(8)	—	—	—	(1,418)
December 31, 2024	2,455	2,028	27,547	235	350	62,479	1,175	1,615	97,884
ACCUMULATED DEPRECIATION
January 1, 2024	—	779	10,723	134	61	—	—	—	11,697
Depreciation	—	177	8,374	36	24	—	—	—	8,611
Transfer of Right-of-use assets	—	—	—	—	230	—	—	—	230
Write-Off/Disposals	—	(312)	—	—	(8)	—	—	—	(320)
December 31, 2024	—	644	19,097	170	307	—	—	—	20,218
Net book value as at December 31, 2024	2,455	1,384	8,450	65	43	62,479	1,175	1,615	77,666

All values are in US Dollars.

[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.
[2]	In August 2025, the Company substantially completed the decommissioning of the Phase-1 Purification Demonstration Plant. As a result, the associated equipment and leasehold building improvements were written off. There was no impact on the profit and loss statement, since these assets had already been fully depreciated.
---	---
[3]	During the quarter, the Company received confirmation of milestone activities and deliverables that provided reasonable assurance of eligibility for the associated grants, in accordance with IAS 20. Accordingly, the portion of the grant attributable to the coating equipment was recognized as a reduction in the carrying amount
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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)

of the related asset. This treatment explains the negative amount reported under the “Additions, net of grants” line in the Equipment asset category. Depreciation was adjusted accordingly.

The amount of borrowing costs included in Mine under construction for the three and nine-month periods ended September 30, 2025 is $561 and $1,683, respectively ($561 and $1,518 for the three and nine-month periods ended September 30, 2024). 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 and nine-month periods ended September 30, 2025.

In August 2024, the Company exercised its buyback option to repurchase 1% of the 3% net smelter royalty (“NSR”) initially issued to Pallinghurst Graphite International Limited on August 28, 2020, for a total amount of $1,869. The NSR applies to both first transformation proceeds of the Matawinie Mine and second transformation proceeds less allowable deductions of the Battery Material Plant. Based on the anticipated NSR payments over the project lifespan, the Company split its buyback consideration of $1,869 by allocating $963 to the "Mine under construction" asset category and $906 to the "Bécancour Battery Material Plant under construction" asset category. Additionally, the Matawinie Property was also subject to a 0.2% NSR agreement, initially contracted in 2014, and transferred to Pallinghurst Bond Limited in 2023, which the Company decided to exercise its buyback option for a consideration of $200. The buyback consideration was recorded under the "Mine under construction” asset category as the royalty was only related to the Matawinie Mine proceeds.

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.

6.	ACCOUNTS PAYABLE AND OTHERS

---	---	---	---	---
		September 30, 2025	****	December 31, 2024
		$		$
Trade payable and accrued liabilities		9,250		10,929
Wages and benefits liabilities		2,423		2,713
Accounts payable and others	****	11,673		13,642

7.	CONVERTIBLE NOTES

---	---	---	---	---	---	---	---	---
		Host (amortized cost)		Derivative (FVTPL)		Deferred amount		Total
		$		$		$		$
Issuance ^[1]^		48,703		20,453		(2,773)		66,383
Interest accretion		732		—		—		732
Fair value adjustment		—		(11,199)		—		(11,199)
Amortization		—		—		140		140
Foreign exchange		382		127		(21)		488
Balance as of December 31, 2022		49,817		9,381		(2,654)		56,544
Interest accretion		5,082		—		—		5,082
Fair value adjustment		—		(8,049)		—		(8,049)
Amortization		—		—		1,453		1,453
Foreign exchange		(1,275)		(163)		32		(1,406)
Balance as of December 31, 2023	****	53,624	****	1,169	****	(1,169)	****	53,624
Interest accretion		3,044		—		—		3,044
Fair value adjustment		—		(1,191)		—		(1,191)
Amortization		—		—		1,191		1,191
Foreign exchange		2,710		30		(30)		2,710
Settlement		(43,138)		—		—		(43,138)
Balance as of December 31, 2024	****	16,240	****	8	****	(8)	****	16,240
Interest accretion		1,444		—		—		1,444
Fair value adjustment		—		(8)		—		(8)
Amortization ^[2]^		—		—		8		8
Foreign exchange		(532)		—		—		(532)
Balance as of September 30, 2025	****	17,152	****	—	****	—	****	17,152

^[1]^ Transaction costs of $821 (US$608) have been allocated to the host instrument and reduced from the net proceeds allocated to this component. 8

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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)

^[2]^ The amortization for the nine-month period ended September 30, 2025 includes an additional amount of $7 to prevent the net amount of the Derivative and the Deferred amount components from representing a negative amount.

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.

For the three and nine-month periods ended September 30, 2025, the interest coupon totalled an aggregate amount of $408 (US$296) and $1,229 (US$879) respectively ($446 (US$327) and $1,978 (US$1,459) for the three and nine-month periods ended September 30, 2024). For the third quarter of 2025, the Company elected to pay the interest coupon with 106,161 common shares at a price of US$2.79 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, 2024		possible change		(Derivative liability)		September 30, 2025		possible change		(Derivative liability)
Observable inputs
Share price		US$1.59		+/- 10%		+0M/0M		US$2.84		+/- 10%		+0M/0M
Foreign Exchange rate		1.44		+/-5%		+/-0M		1.39		+/-5%		+/-0M
Unobservable inputs
Expected volatility		47.3%		+/- 10%		+0M/0M		49.0%		+/- 10%		+0/0M
Credit spread		3.0%		+/-5%		+/-0M		3.0%		+/-5%		+/-0M

^[1]^^Holding all other variables constant.^

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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)

8.	DERIVATIVE WARRANT LIABILITY

---	---	---	---	---	---	---	---	---
				Derivative warrant liability
		GM & Panasonic		Mitsui & Pallinghurst		IQ & CGF		Total
		$		$		$		$
Issuance		25,742		11,107		3,302		40,151
Fair value adjustment		(21,312)		(7,666)		4,078		(24,900)
Foreign exchange		242		62		34		338
Balance as of December 31, 2024		4,672		3,503		7,414		15,589
Fair value adjustment		(1,685)		(1,264)		(2,674)		(5,623)
Foreign exchange		(5)		(2)		(7)		(14)
Balance as of March 31, 2025		2,982		2,237		4,733		9,952
Fair value adjustment		1,697		1,273		2,694		5,664
Foreign exchange		(152)		(113)		(242)		(507)
Balance as of June 30, 2025		4,527		3,397		7,185		15,109
Fair value adjustment		19,042		14,282		30,226		63,550
Foreign exchange		93		70		146		309
Balance as of September 30, 2025		23,662		17,749		37,557		78,968

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


			September 30, 2025
	GM and Panasonic	Mitsui and Pallinghurst	IQ and CGF
Number of Warrants	25,000,000	18,750,000	39,682,538
Risk-Free Interest Rate	4.02%	4.02%	4.02%
Expected Volatility	76%	76%	76%
Stock Price at Valuation Date	US$2.84	US$2.84	US$2.84
Exercise Price	US$2.38	US$2.38	US$2.38
Average Fair Value per Warrant	US$0.68	US$0.68	US$0.68


			December 31, 2024
	GM and Panasonic	Mitsui and Pallinghurst	IQ and CGF
Number of Warrants	25,000,000	18,750,000	39,682,538
Risk-Free Interest Rate	4.20%	4.20%	4.20%
Expected Volatility	59%	59%	59%
Stock Price at Valuation Date	US$1.59	US$1.59	US$1.59
Exercise Price	US$2.38	US$2.38	US$2.38
Average Fair Value per Warrant	US$0.13	US$0.13	US$0.13

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 as of September 30, 2025:


			September 30, 2025
	GM and Panasonic	Mitsui and Pallinghurst	IQ and CGF
	$	$	$
10% increase in volatility	1,202	901	1,907
10% decrease in volatility	(1,177)	(883)	(1,868)


			December 31, 2024
	GM and Panasonic	Mitsui and Pallinghurst	IQ and CGF
	$	$	$
10% increase in volatility	1,060	795	1,682
10% decrease in volatility	(1,011)	(758)	(1,604)

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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)

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.

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. For more details on the transaction, refer to Note 7 – Convertible Notes.

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 $1.2M 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.

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 $761 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.

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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)

9.	EQUITY

9.1 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 nine-month period ended		For the year ended
	****	September 30, 2025	****	December 31, 2024
Shares issued at the start of the period		152,261,189		60,903,898
Shares issued - Lac Guéret Property acquisition (Note 10)		—		6,208,210
Shares issued from Private Placements (Note 8)		—		83,432,538
Options exercised (Note 9.2)		139,516		137,500
Settlement of interest on Convertible Notes (Note 7)		—		1,579,043
Shares issued at the end of period		152,400,705		152,261,189

9.2 SHARE-BASED PAYMENTS

The Company maintains various share-based compensation incentives governed by the omnibus equity incentive plan (“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.

Stock options

The Company’s stock options are as follows:


	For the nine-month period ended September 30, 2025		For the year ended December 31, 2024
		Weighted average		Weighted average
		exercise price		exercise price
	Number	$	Number	$
Opening balance	7,994,500	4.90	4,908,548	6.79
Granted	2,027,500	2.16	4,317,500	3.07
Exercised	(482,500)	1.85	(137,500)	2.35
Expired	(276,500)	7.32	(346,000)	6.64
Forfeited	(239,750)	2.48	(295,000)	3.51
Cancelled	—	—	(453,048)	8.20
Ending balance	9,023,250	4.44	7,994,500	4.90
Options that can be exercised	3,985,750	6.60	3,174,750	7.30

During the three and nine-month periods ended September 30, 2025, the Company issued 139,516 common shares pursuant to the exercise of 482,500 stock options under its Omnibus Equity Incentive Plan. In accordance with the plan’s net settlement feature, the transaction was cashless for the option holders, who received the net number of shares after the Company withheld a portion to cover the exercise price and applicable tax withholding obligations.

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 details of the stock options granted by the Company are as follows:


		For the nine-month period ended	****	For the year ended
	****	September 30, 2025	****	December 31, 2024
Directors		262,500		262,500
Officers		600,000		2,200,000
Employees		1,165,000		1,705,000
Consultants		—		150,000
Total granted share options		2,027,500		4,317,500

The vesting period for the stock options granted during the nine-month period ended September 30, 2025 occurs in two annual tranches. The Company’s stock options include grants made to key employees in 2024 that vest upon a positive FID, subject to certain conditions.

The weighted average fair value of the stock options granted in the nine-month period ended September 30, 2025, were estimated using the Black-Scholes option pricing model based on the following average assumptions:


		2025		****	2024	****
Share price at date of grant	$	2.16		$	3.07
Expected life		5 Years			5 years
Risk-free interest rate		2.60	%		3.51	%
Expected volatility		80.25	%		80.79	%
Expected dividend		nil			nil
Fair value per option	$	1.41		$	2.04

10.	MINING PROJECTS EXPENSES

---	---	---	---	---	---	---	---	---
		For the three-month periods ended				For the nine-month periods ended
		September 30, 2025	****	September 30, 2024	****	September 30, 2025	****	September 30, 2024
		$		$		$		$
Wages and benefits		1,325		905		3,712		2,978
Share-based compensation		181		344		765		868
Consulting fees		35		20		94		63
Materials, consumables, and supplies		166		170		504		506
Maintenance and subcontracting		319		126		532		414
Geology and drilling		15		—		15		—
Utilities		67		91		252		271
Depreciation and amortization		81		65		201		193
Other		79		82		226		193
Uatnan Mining Project - Exploration and evaluation expenses		4		19		19		18,674
Grants		37		(2)		(5)		(29)
Tax credits		(90)		(60)		(303)		(304)
Mining projects expenses	****	2,219	****	1,760		6,012	****	23,827

On January 31, 2024, the Company completed the acquisition of the Lac Guéret property with Mason Resources Inc (“Mason”) through an asset acquisition agreement consisting mainly of 74 map-designated claims. The consideration for the asset acquisition was paid with 6,208,210 common shares of the Company, at $3.00 per share, representing a total aggregated amount of $18.6 million. The Company performed the concentration test and concluded that the acquisition represents an asset acquisition and not a business acquisition, since substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. Mining rights are specifically excluded from the scope of IAS 16, therefore, the Company applied IFRS 6. Since the Company’s accounting policy for Exploration and Evaluation activities under IFRS 6 is to classify expenditures in the consolidated statement of loss and comprehensive loss, $18.6 million was expensed under the category “Uatnan Mining Project”. A subsequent payment of $5,000,000 will be made to Mason at the start of commercial production of the contemplated Uatnan Mining Project, which will be recorded in the event that commercial production of the Uatnan project occurs. 13

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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.	BATTERY MATERIAL PLANT PROJECT EXPENSES

---	---	---	---	---	---	---	---	---
	****	For the three-month periods ended				For the nine-month periods ended
		September 30, 2025	****	September 30, 2024	****	September 30, 2025	****	September 30, 2024
		$		$		$		$
Wages and benefits		897		1,599		3,539		4,283
Share-based compensation		126		189		464		459
Engineering		1,446		5,590		10,418		11,952
Consulting fees		44		197		500		597
Materials, consumables, and supplies		160		553		821		1,743
Maintenance and subcontracting		403		635		1,275		1,774
Utilities		27		76		165		355
Depreciation and amortization		1,057		1,765		5,403		6,661
Other		63		63		248		206
Grants		(50)		(127)		(455)		(385)
Tax credits		(224)		(106)		(154)		(446)
Battery Material Plant project expenses	****	3,949	****	10,434		22,224	****	27,199

12.	GENERAL AND ADMINISTRATIVE EXPENSES

---	---	---	---	---	---
		For the three-month periods ended		For the nine-month periods ended
		September 30, 2025	September 30, 2024	September 30, 2025	September 30, 2024
	****				$
Wages and benefits		2,133	1,715	5,943	5,344
Share-based compensation		657	1,422	2,730	4,071
Professional fees		1,334	494	3,044	2,602
Consulting fees		667	505	2,493	1,393
Travelling, representation and convention		175	263	729	714
Office and administration		1,680	1,202	4,263	4,128
Stock exchange, authorities, and communication		164	98	598	381
Depreciation and amortization		37	49	108	169
Loss on write-off/disposal of property, plant and equipment		—	1,098	—	1,098
Other financial fees		3	19	69	27
Grants		—	—	—	(46)
General and administrative expenses		6,850	6,865	19,977	19,881

All values are in US Dollars.

13.	NET FINANCIAL COSTS (INCOME)

---	---	---	---	---	---
		For the three-month periods ended		For the nine-month periods ended
		September 30, 2025	September 30, 2024	September 30, 2025	September 30, 2024
	****				$
Foreign exchange loss (gain)		589	(387)	(412)	1,735
Interest income		(814)	(993)	(2,536)	(2,885)
Interest expense on lease liabilities		2	3	7	11
Change in fair value - Listed shares		(125)	225	(100)	775
Change in fair value - Derivative warrant liability		63,550	(10,254)	63,591	(30,819)
Interest and accretion on borrowings and notes		389	309	1,102	3,810
Loss on convertible notes settlement		—	—	—	7,548
Net financial costs (income)	****	63,591	(11,097)	61,652	(19,825)

All values are in US Dollars.

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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.	ADDITIONAL CASH FLOW INFORMATION

---	---	---	---	---	---	---
				For the nine-month periods ended
				September 30, 2025		September 30, 2024
				$		$
Grants receivable and other current assets				424		243
Deferred grants				(261)		(380)
Mining tax credits				2,012		362
Sales taxes receivable				433		(438)
Prepaid expenses				(221)		769
Restricted cash and deposits				2,680		—
Accounts payable and other		6		(306)		525
Total net change in working capital	****	****	****	4,761	****	1,081

Other Cash Flow Information
Tax credits received				2,479		1,110
Interest paid				38		59

Non-cash financing activities
Share issue costs included in accounts payable and accrued liabilities				—		121

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


				For the nine-month periods ended
				September 30, 2025		September 30, 2024
				$		$
Additions of property, plant and equipment as per note 5	****		****	12,087	****	13,647
Non-cash decrease (increase) of the asset rehabilitation obligation				(38)		36
Borrowing costs included in Mine under construction				(1,683)		(1,518)
Share-based compensation capitalized (non-cash)				(435)		(519)
Grants recognized				1,253		17
Grants received				(929)		(104)
Accounts payable variation related to property, plant and equipment				966		(2,516)
Net cash flow used in investing activities - purchase of property, plant and equipment	****	****	****	11,221	****	9,043

15.	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		For the nine-month periods ended
	September 30, 2025	September 30, 2024	September 30, 2025	September 30, 2024
		$		$
Key management compensation
Wages and short-term benefits	551	540	1,441	1,660
Share-based payments	545	1,303	2,468	3,146
Board fees	203	219	673	666

All values are in US Dollars.

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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.	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 $17,254 (US$12,394) as at September 30, 2025 ($17,908 (US$12,446) as at December 31, 2024).

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).
---	---


	As at September 30, 2025
	Level 1	Level 2	Level 3	Total
Financial Assets at FVTPL
Non-current investments (Equity investment in publicly listed entities)	425	—	—	425
Financial liabilities at FVTPL
Convertible notes - Embedded derivatives (note 7)	—	—	—	—
Warrants (note 8)	—	—	78,968	78,968


	As at December 31, 2024
	Level 1	Level 2	Level 3	Total
Financial Assets at FVTPL
Non-current investments (Equity investment in publicly listed entities)	325	—	—	325
Financial liabilities at FVTPL
Convertible notes - Embedded derivatives (note 7)	—	—	—	—
Warrants (note 8)	—	—	15,589	15,589

There were no transfers between Level 1, Level 2 and Level 3 during the three and nine-month periods ended September 30, 2025 (none in 2024).

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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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

17.	COMMITMENTS

The Company’s future minimum payments of commitments as at September 30, 2025 are as follows:


		Total
Commercial projects long-lead item obligations		2,824
Balance as at September 30, 2025		2,824

18.	SUBSEQUENT EVENTS

On October 27, 2025, the Company amended IQ’s convertible note (note 7), primarily by extending the maturity date by one year — from November 8, 2025 to November 8, 2026. As part of the amendment, the interest rate was increased (starting November 9, 2025) to the greater of the 3-month CME Term SOFR plus 7% and 7%, representing an increase of 2% compared to the previous terms. 17

Table of Contents Exhibit 99.2

MANAGEMENT DISCUSSION & ANALYSIS

For the nine-month period ended September 30, 2025

Table of Contents

TABLE OF CONTENTS


TABLE OF CONTENTS‌1<br><br>PREAMBLE‌3<br><br>PERIOD COVERED‌3<br><br>CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS‌3<br><br>TECHNICAL INFORMATION AND CAUTIONARY NOTE TO U.S. INVESTORS‌4<br><br>MARKET AND INDUSTRY DATA‌5<br><br>THE COMPANY‌5<br><br>CORPORATE STRUCTURE‌5<br><br>VALUE PROPOSITION‌6<br><br>HIGHLIGHTS‌7<br><br>BUSINESS LINES‌8<br><br>Projects Overview‌8<br><br>MATAWINIE MINE PROJECT‌10<br><br>Phase-1 Matawinie Mine Demonstration Plant‌10<br><br>Phase-2 Matawinie Mine‌10<br><br>BÉCANCOUR BATTERY MATERIAL PLANT PROJECT‌10<br><br>Phase-1 Battery Material Demonstration Plants‌10<br><br>Phase-2 Bécancour Battery Material Plant‌11<br><br>UATNAN MINING PROJECT‌11<br><br>COMMERCIAL STRATEGY‌11<br><br>SALES‌11<br><br>MARKET UPDATE‌13<br><br>RESPONSIBILITIES‌14<br><br>GOVERNANCE‌14<br><br>RISKS‌14<br><br>FINANCING‌15<br><br>QUARTERLY RESULTS‌16<br><br>OTHER FINANCIAL INFORMATION‌17<br><br>THREE AND NINE-MONTH PERIOD RESULTS‌17<br><br>MINING PROJECTS EXPENSES‌17<br><br>BATTERY MATERIAL PLANT PROJECT EXPENSES‌18<br><br>GENERAL AND ADMINISTRATIVE EXPENSES‌19<br><br>NET FINANCIAL COSTS‌20

TABLE OF CONTENTS‌1 PREAMBLE‌3 PERIOD COVERED‌3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS‌3 TECHNICAL INFORMATION AND CAUTIONARY NOTE TO U.S. INVESTORS‌4 MARKET AND INDUSTRY DATA‌5 THE COMPANY‌5 CORPORATE STRUCTURE‌5 VALUE PROPOSITION‌6 HIGHLIGHTS‌7 BUSINESS LINES‌8 Projects Overview‌8 MATAWINIE MINE PROJECT‌10 Phase-1 Matawinie Mine Demonstration Plant‌10 Phase-2 Matawinie Mine‌10 BÉCANCOUR BATTERY MATERIAL PLANT PROJECT‌10 Phase-1 Battery Material Demonstration Plants‌10 Phase-2 Bécancour Battery Material Plant‌11 UATNAN MINING PROJECT‌11 COMMERCIAL STRATEGY‌11 SALES‌11 MARKET UPDATE‌13 RESPONSIBILITIES‌14 GOVERNANCE‌14 RISKS‌14 FINANCING‌15 QUARTERLY RESULTS‌16 OTHER FINANCIAL INFORMATION‌17 THREE AND NINE-MONTH PERIOD RESULTS‌17 MINING PROJECTS EXPENSES‌17 BATTERY MATERIAL PLANT PROJECT EXPENSES‌18 GENERAL AND ADMINISTRATIVE EXPENSES‌19 NET FINANCIAL COSTS‌20

Management Discussion and Analysis	1

Table of Contents

LIQUIDITY AND FUNDING‌20 OPERATING ACTIVITIES‌21 INVESTING ACTIVITIES‌21 FINANCING ACTIVITIES‌21 ADDITIONAL INFORMATION‌21 RELATED PARTY TRANSACTIONS‌21 OFF-BALANCE SHEET TRANSACTIONS‌22 CRITICAL ACCOUNTING ESTIMATES, NEW ACCOUNTING POLICIES, JUDGEMENTS AND ASSUMPTIONS‌22 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT‌22 CONTRACTUAL OBLIGATIONS AND COMMITMENTS‌22 CAPITAL STRUCTURE‌22 SUBSEQUENT EVENTS TO september 30, 2025‌22 DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING‌22 Disclosure Controls and Procedures‌22 Internal Controls over Financial Reporting‌22 ADDITIONAL INFORMATION AND CONTINUOUS DISCLOSURE‌23

Management Discussion and Analysis	2

Table of Contents

PREAMBLE

This Management Discussion and Analysis (“MD&A”) dated November 11, 2025, 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 nine-month period ended September 30, 2025, and the consolidated audited financial statements for the years ended December 31, 2024, and December 31, 2023, and related notes. The Company’s consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS Accounting Standards”), as published by the International Accounting Standards Board (“IASB”). 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 nine-month period ended September 30, 2025, with additional information up to November 11, 2025.

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 events or future financial or operating 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 intended construction and commissioning of the Matawinie Mine Project (as defined herein), and the Bécancour Battery Material Plant Project (as defined herein), including the initial facility to support the 2025 Panasonic Energy Binding Offtake Agreement (as defined herein), the intended development of the Matawinie Mine property, the intended development of the Uatnan Mining Project (as defined herein), the intended execution strategy of the Company’s projected development of the Matawinie Mine Project and the Bécancour Battery Material Plant Project, including the possibility of sequencing of the financing in stages, product development efforts, including the ability to obtain sufficient financing for the development of the Matawinie Mine Project and the Bécancour Battery Material Plant Project on favorable terms for the Company, including the completion of the financing and the FID (as defined herein), the Company’s development activities and production plans, including the operation of the shaping demonstration plant, the coating demonstration plant and the concentrator demonstration plant, the ability to achieve the Company’s environmental, social and governance (“ESG”) initiatives, the execution of agreements with First Nations, communities and key stakeholders on favorable terms for the Company, including the conclusion of definitive agreements with the Government of Canada and the Manufacturer (as defined herein), the Company’s ability to provide high-performing and reliable 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-based advanced materials 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 EVs (as defined herein), energy storage solutions, defense and other applications, the Company’s competitive advantages, macroeconomic conditions, the impact of applicable laws and regulations, the current geopolitical conditions, the results of the integrated feasibility

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study, preliminary economic assessment for the Uatnan Mining Project and any other feasibility study and preliminary economic assessments and any information as to future plans, performance 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, general business and economic conditions, the actual results of current development, engineering and planning activities, access to capital and future prices of graphite, mining 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 the geopolitical conditions, and additional engineering and other analysis is 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 ) and on EDGAR (www.sec.gov).

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) and on EDGAR (www.sec.gov).

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 for 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 and the Bécancour Battery Material Plant 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 Updated Technical Feasibility Study Report for the Matawinie Mine and Bécancour Battery Material Plant Integrated Graphite Projects”, effective March 25, 2025, and available on SEDAR+ and EDGAR (the “Updated Feasibility Study”). Further information about the Uatnan Mining 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 – 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.

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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 but not limited to 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 and the Company does not undertake to update or revise such data. Actual outcomes may vary materially from those forecasted in such reports or publications, and the potential for material variations can be expected to increase as the length of the forecasted 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.

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.

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

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

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The Company’s consolidated financial statements have been prepared using accounting principles 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. In assessing whether the going concern assumption is appropriate, management considers all available information about the future, which is at least, but not limited to, the next twelve months.

Management believes that without additional funding, the Company does not have sufficient liquidity to pursue its planned expenditures. These circumstances indicate the existence of material uncertainties that cast substantial doubt upon the Company’s ability to continue as a going concern and, accordingly, the appropriateness of the use of IFRS Accounting Standards applicable to a going concern.

The Company’s ability to continue future operations and fund its development and acquisition activities is dependent on management’s ability to secure additional financing, which may be completed in a number of ways including, but not limited to, the issuance of debt or equity instruments, expenditure reductions, or a combination of strategic partnerships, joint venture arrangements, project debt finance, offtake financing, royalty financing and other capital markets alternatives. While management has been successful in securing financing in the past, there can be no assurance it will be able to do so in the future or that these sources of funding or initiatives will be available for the Company or that they will be available on terms which are acceptable to the Company.

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.

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, defense, 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.


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 (the “Bécancour Battery Material Plant”), both of which are progressing concurrently towards FID in view of commercial operations. 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 North America’s one of the first and largest fully integrated natural graphite production.

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HIGHLIGHTS

»	Multi-year offtake agreements and arrangements, including take-or-pay provisions, with tier-1 commercial partners to supply and market NMG’s Phase-2 future production to strategic industries in North America, Europe and allied countries, providing market diversification and reducing project risks.
»	Signature of binding supply and marketing term sheets with the Government of Canada providing for an aggregate 30,000 tonnes per annum (“tpa”) of graphite concentrate to be placed with Canada and allied countries or entities for strategic applications, with a seven-year offtake term, which contain conditions precedent.
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»	Revised binding offtake agreement with Panasonic Energy Co., Ltd. (“Panasonic Energy”), a wholly owned subsidiary of Panasonic Holdings Corporation (“Panasonic”) to fast-track the construction and launch of production of 13,000 tpa of active anode material via NMG’s Phase-2 integrated value chain.
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»	Finalized updated commercial and marketing agreement with Traxys North America LLC (“Traxys”) for 20,000 tpa of graphite concentrate for the refractory market, including a firm take-or-pay volume, to be executed subject to Traxys board approval.
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»	Ongoing negotiations with an established anode manufacturer (the “Manufacturer”) to secure up to 30,000 tpa of graphite concentrate, which would include a firm take-or-pay volume, from the Phase-2 Matawinie Mine to potentially support GM active anode material needs and other customers.
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»	Matawinie Mine Project financing process progressing well with due diligence exercises nearing completion and long-form term sheet negotiations ongoing ahead of respective lenders’ credit committees.
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»	Termination of the offtake and subscription agreements entered into with General Motors Holding in February 2024 effective as of November 30, 2025.
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»	Progress on Phase-2 Matawinie Mine procurement through finalization of supply agreements for equipment packages, negotiation of contracts with key suppliers, and the launch of tenders for the construction phase.
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»	Advancement in engineering, technological development, and project optimizations for an initial capacity of the Phase-2 Bécancour Battery Material Plant.
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»	Recruitment of Arnaud Quatannens as Senior Director of Engineering, Battery Materials Plant to support the technical development of NMG’s processing activities.
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»	Twelve-month rolling total recordable injury frequency rate (“TRIFR”) of 3.77 at the Company’s facilities (severity rate at 1.88) and 0 for contractors onsite; and no major environmental incidents.
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»	Period-end cash position of $61,767.
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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, specialized, and defense industries.

The Company is carrying out a phased development plan for its Matawinie Mine and Bécancour Battery Material Plant (respectively, with the applicable demonstration plants (Phase 1), the “Matawinie Mine Project” and the “Bécancour Battery Material Plant Project” (Phase 2)) to derisk its projects and 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 ****



Matawinie Mine Project
To support the development of the commercial operations of the Matawinie Mine (“Phase-2 Matawinie Mine”), NMG has optimized its processes, products, and operational practices using its Phase-1 Demonstration Plant. The Company is advancing detailed engineering, construction planning, and procurement activities, as well as the project financing structure with the various financial stakeholders engaged in the project to reach FID and launch construction of the Phase-2 Matawinie Mine.<br><br>A positive FID is dependent on the conclusions of the due diligence processes and negotiations with the various financial stakeholders, as well as conclusions of definitive and bankable offtake agreements and project-related agreements with the Canadian Government, the Manufacturer and other customers.
Phase 1 – Matawinie Mine Demonstration Plant
	Concentrator Demonstration Plant	In operation to support product sampling and qualification to customers’ specifications.
Phase 2 – Matawinie Mine		Mining decree obtained.<br><br>Some groundworks completed; shovel-ready in preparation for launch of construction upon a positive FID.<br><br>Active engineering, technological development, and project optimizations.<br><br>Detailed engineering, construction planning, and procurement advancing in parallel to project financing.<br><br>

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Bécancour Battery Material Plant Project
To support the development of the Bécancour Battery Material Plant (“Phase-2 Bécancour Battery Material Plant”), NMG continues to optimize its processes, products, and operational practices to align with Panasonic Energy’s technical requirements – using its Phase-1 Demonstration Plant and third-party facilities; refine environmental performance and operational parameters of the chemical purification technology; advance engineering; and progress with the project financing activities with the various financial stakeholders to reach FID and launch construction of an initial capacity on the Phase-2 Bécancour Battery Material Plant.<br><br>A positive FID is dependent on an updated financial model reflecting the initial capacity production plan, the conclusions of the due diligence processes and negotiations with the various financial stakeholders, as well as bankable offtake and project-related agreements with customers.
Phase 1 – Battery Material Demonstration Plants
	Shaping Demonstration Plant	In operation to support product sampling and qualification to customers’ specifications. Ongoing testing is also being conducted at third-party facilities.
	Purification Demonstration Plant	The decommissioning was substantially completed, while testing of chemical purification continued at third-party facilities.
	Coating Demonstration Plant	In operation to support product sampling and qualification to customers’ specifications. Ongoing testing is also being conducted at third-party facilities.
Phase 2 – Bécancour Battery Material Plant		Advancement in engineering, technological development, and project optimizations for an initial capacity dedicated to fulfill Panasonic Energy’s offtake volume.<br><br>
Uatnan Mining Project
To support the advancement of the Uatnan Mining Project, NMG continues to engage 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.<br><br>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.

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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.

Phase-1 Matawinie Mine Demonstration Plant

Since 2018, the Company has been operating a concentrator demonstration plant to qualify the Company’s graphite products, improve processes ahead of commercial operations, train employees, and test innovative technologies of tailings management and site restoration.

During the period, NMG completed the construction of key environmental infrastructure at the demonstration mining site and initiated new ore extraction campaigns to produce additional flake concentrate volumes at the Phase-1 Demonstration Plant. These volumes will enable supplementary product sampling and qualification for battery and strategic market segments.

Phase-2 Matawinie Mine

NMG is pursuing the development of the Phase-2 Matawinie Mine in preparation for FID and including a mine-dedicated National Instrument 43-101 feasibility study for the Phase-2 Matawinie Mine to reflect the updated commercial strategy. Upon a positive FID, the Matawinie Mine could be built and enter commercial production in less than three years.

»	Detailed engineering, including value engineering sessions, advance as planned to support key procurement activities.
»	Procurement progresses through technical reviews and finalization of supply agreements for important equipment packages, alongside the negotiation of contracts with key suppliers, and the launch of civil, concrete, and steel tenders for the construction phase.
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»	Continued planning of project controls, construction schedule, and environment, health and safety programs.
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»	Active collaboration with Caterpillar Inc. to plan prototype equipment testing at the site and configure optimal charging infrastructure strategy.
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BÉCANCOUR BATTERY MATERIAL PLANT PROJECT

The Bécancour Battery Material Plant is planned to become NMG’s advanced processing platform, expected to be located in the heart of Québec’s “battery valley” and within an established industrial park equipped with key industrial infrastructure as well as hydroelectricity, an international port, railway, and expressway.

Phase-1 Battery Material Demonstration Plants

The Company is producing active anode material samples at its Phase-1 and third-party facilities to support commercial engagement, inform Phase-2 engineering, qualify vendors, and refine operational parameters.

Upon the completion of testing protocols at the Phase-1 Purification Demonstration Plant, NMG substantially completed the decommissioning. The Company leverages third-party facilities to purify its sample production, using the chemical process that has been selected for the Phase-2 operations.

»	Full-scale test campaigns, covering the extended value-added refining, are being carried out with Asian partners to refine processes’ parameters, confirm commercial flowsheet, test equipment selection, and provide data for the engineering and design review of the Phase-2 operations.
»	Testing is paired with comprehensive statistical analysis to develop products based on each manufacturer’s battery specifications.
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Phase-2 Bécancour Battery Material Plant

NMG is assessing the commercial and technical feasibility of an initial capacity in the Phase-2 Bécancour Battery Material Plant, with a view to efficiently fulfilling its committed volumes for Panasonic Energy. NMG is actively advancing planning and engineering to scale the facility development.

»	Engineering is being supported by specialized Asian firms with expertise in the graphite and anode material industry.
»	Processing technologies are being optimized by leveraging data from large-scale testing at partnering facilities.
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»	Advancement of the procurement strategy, including proactive risk mitigation for potentially sourcing out certain specialized equipment from China.
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UATNAN MINING PROJECT

The Uatnan Mining Project is located in the Côte-Nord administrative region, Québec, Canada, approximately 220 km as the crow flies, north northwest of the closest community, the city of Baie-Comeau. It is accessible by paved and Class-1 forestry roads.

Leveraging the wholly-owned Lac Guéret Property, NMG, is planning the Uatnan Mining Project with a focus on battery material feedstock, with a targeted production of approximately 500,000 tpa of graphite concentrate over a 24-year life of mine, based on the Preliminary Economic Assessment 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.

COMMERCIAL STRATEGY

With a diversified portfolio of products, NMG is aligning its business plan and associated commercial strategy to cater to energy, defense, technology, and manufacturing industries in the Western World and allied nations. The integrated material flowsheet developed for the Company’s Phase 2 is designed to maximize the production of high-value active anode material destined to the battery market segments while reserving jumbo and large high-purity flake graphite for specialty markets, with some flexibility in the allocation of volumes.

SALES

With evolving market conditions and project financing requirements, NMG has worked with its main customers to update existing commercial agreements. The Company has also rallied the Government of Canada’s support in aggregating demand from allied nations and strategic industrial stakeholders.

Panasonic Energy

The commercial agreement with Panasonic Energy has been revised (the “2025 Panasonic Energy Binding Offtake Agreement”) with the objective of advancing the production of 13,000 tpa of active anode material via NMG’s Phase-2 integrated value chain. Approximately 25,000 tpa of graphite concentrate is being reserved of the future Phase-2 Matawinie Mine production to execute this Panasonic Energy volume. NMG’s active anode material continues to progress through Panasonic Energy’s qualification protocol to confirm its quality and performance.

The sales price will be based on an agreed upon price formula linked to future prevailing market prices as well as a pricing mechanism to satisfy project financing ratios and ensure stable procurement for Panasonic Energy. The 2025 Panasonic

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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 facilities, which may entail an equity investment by Panasonic at the Phase-2 Bécancour Battery Material Plant FID, in line with Panasonic’s initial investment in 2024.

Through the 2025 Panasonic Energy Binding Offtake Agreement, Panasonic Energy is set to leverage NMG’s fully integrated North American production, carbon neutrality profile, and proactive ESG practices for the establishment of a reliable, local, and responsible battery manufacturing value chain.

GM & Parallel Active Negotiation

NMG is in active negotiations with the Manufacturer to secure up to 30,000 tpa of graphite concentrate from the Phase-2 Matawinie Mine over an initial six-year period. The take-or-pay portion of this volume is expected to represent approximately 15,000 tpa, with sales pricing based on market indices with a floor price, which is intended to serve as feedstock for active anode material production.

NMG has and will continue to work towards a definitive agreement with the Manufacturer, which may entail an equity investment by the Manufacturer. In connection with this process, GM and NMG have agreed to terminate their previously announced supply and investment agreements effective November 30, 2025. GM is exploring with the Manufacturer, on a non-binding basis, a potential supply arrangement whereby GM would purchase a portion of the active anode material for use in the manufacture of GM’s EV batteries. The remainder of the volume is intended to be jointly commercialized by NMG and the Manufacturer to a list of lithium-ion battery customers. There can be no assurance that NMG will be able to conclude the definitive agreement with the Manufacturer nor that GM and Manufacturer will reach a definitive agreement.

Traxys

The commercial and marketing agreement with Traxys has been updated (“2025 Traxys Binding Offtake and Marketing Agreement”) to secure up to 20,000-tpa of graphite concentrate offtake from the Phase-2 Matawinie Mine. 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. The execution of the 2025 Traxys Binding Offtake and Marketing Agreement is subject solely to Traxys Board approval.

Traxys’ established relationships with hundreds of industrial customers enables NMG to tap into a stable, growing industry for refractory products in North America and Europe (Grand View Research, 2025).

Government of Canada

NMG has signed a binding term sheet with the Government of Canada for a seven-year offtake of 30,000 tonnes per annum (“tpa”) of graphite concentrate reserved for Canada and allied countries and entities for strategic applications and commercialization in domestic markets.

Through this commitment, the Government of Canada is set to secure 15,000 tpa of graphite concentrate on a take-or-pay basis at a fixed North American market price for a basket of products ranging from fine to large and jumbo flakes at a minimum 94% Cg purity level. This offtake framework is subject to NMG entering into offtake(s) with allied countries or entities on substantially the same terms for aggregate annual commitments equal to 15,000 tpa, and to satisfaction of all conditions precedent.

A marketing term sheet in relation to the Government of Canada’s committed volume allows NMG to market their

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volume and includes a 50-50 profit split above the agreed upon fixed price net of any losses that the Government of Canada may have incurred and any marketing fees paid to NMG.

NMG and the Government of Canada will actively work towards finalizing the definitive agreements and obtaining the relevant governmental approvals, which includes the treasury board approval, due diligence, and the appropriation process. No assurance can be given that NMG will be able to conclude definitive agreements with allied countries, entities and/or the Government of Canada and will be able to satisfy all conditions precedent.

The Canadian Critical Minerals Strategy places graphite among a prioritized group of minerals designated to stimulate domestic manufacturing and build integrated supply chains. Supporting local graphite production and value-added processing is aligned with Canada’s strategy to develop critical minerals to fuel industrial growth, advance climate action, expand trade partnerships, and fulfill its investment commitment to NATO.

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. The Company’s Phase-1 operations support technical marketing and product qualification efforts with said manufacturers.

MARKET UPDATE

FOB China prices for natural graphite and active anode materials have slightly lowered (Benchmark Mineral Intelligence, October 2025) during the period due to weak demand from refractory and battery sectors having sufficient inventory for current production. Preliminary duties imposed by the U.S. Department of Commerce on Chinese graphite imports have added meaningful extra costs for battery manufacturers, reinforcing the push for a North American supply chain decoupling.

The EV market segment reached a record monthly high at the end of the period, with 2.1 million units sold worldwide in September 2025 (RhoMotion, October 2025). Global year-to-date growth accounts for +26%, with the U.S. sitting at +18%, China at +24%, and Europe rising to +32% while emerging economies such as Vietnam, Thailand and Brazil see very rapid growth (BloombergNEF, August 2025). The looming end of EV incentives and competitive model offerings continue to stimulate sales despite some policy changes. Analysts forecast that one in four new passenger cars sold globally in 2025 will be electric, while internal combustion engine sales are declining rapidly (BloombergNEF, August 2025). ****

Global energy storage installations are poised to reach another record high in 2025 – rising 23% year over year – with China and the United States leading growth despite recent policy and trade challenges (BloombergNEF, October 2025). Strong expansion is also expected in Germany, the UK, Australia, Canada, Saudi Arabia, and across Sub-Saharan Africa, supported by favorable policies, utility procurement, and evolving power market dynamics. Overall, global annual storage deployments are projected to rise, setting a new all-time high.

The global pipeline of battery production continues its gradual scale up with over 9,500 GWh planned by 2030 **** (Benchmark, October 2025).

With current trade and geopolitical dynamics, jurisdictions are seeking to secure access to critical minerals and refining capacities (International Energy Agency, September 2025).

G7 member countries adopted a Critical Minerals Action Plan aimed at strengthening and diversifying global supply chains for critical minerals, promoting transparent, rule-based markets, attracting new investment, and lessening non-competitive practices. Via its agreement with NMG, the Government of Canada intends to secure graphite for its domestic markets and stockpiling objectives, plus support allied nations and entities in building resilient and reliable supply chains.

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»	Canada and Germany signed a joint declaration to deepen cooperation in critical mineral supply chains with commitments to investments.
»	The U.S. agreed to framework agreements with Australia, Japan, Thailand and Malaysia for securing supply in the mining and processing of critical minerals.
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»	Canada is deploying a $5 billion “Buy Canada” initiative to invest in resilient supply chains and position the country as a trusted global partner in advanced manufacturing and critical resources.
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»	The 2025 federal budget provides for $2 billion over five years to create the Critical Minerals Sovereign Fund, plus resources for the Major Projects Office to fast-track critical minerals extraction; envelopes targeting the development of innovative critical minerals processing technologies; and $25 billion by 2030 to expand Canada’s exports and trade development activities in sectors of strategic importance for Canada, including in critical minerals, energy, clean technology, infrastructure, and defense.
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»	China has announced then temporarily paused new restrictions on the export of batteries, cathode and anode materials, rare earths and specialized equipment, raising instability and unreliability in the supply chain.
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RESPONSIBILITIES

For the twelve-month rolling period ended September 30, 2025, NMG reported a total recordable injury frequency rate of 3.77 and severity rate of 1.88 at the Company’s facilities, and 0 at contractors’ worksites. There were no environmental incidents during this period.

The Company has consulted and continues to actively engage with First Nations, communities and key stakeholders as it develops its projects. 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.

Human Capital

The Company recruited Arnaud Quatannens to the position of Senior Director of Engineering, Battery **** Materials Plant. With over 20 years of international experience across the aluminum, aerospace, and battery industries, Mr. Quatannens has led complex engineering to large-scale operations. He joins NMG with a deep understanding of customer needs and market expectations in the battery sector to help scale industrial processes and bring the Phase-2 Bécancour Battery Material Plant to commercial operations.

GOVERNANCE

RISKS

The Company is dependent on future sales of graphite-based products. Although the Company has and will continue to strive to enter into sales agreements, including offtake agreements for future sales, no assurance can be given that the Company will be able to sell graphite-based products at such terms and conditions as are favourable for, or necessary to sustain the operations of the Company. The Company has revised its offtake and joint marketing agreement initially signed with Traxys in February 2019 on October 31, 2025 (the “2025 Traxys Binding Offtake and Marketing Agreement”), for the sale of the production of flake graphite concentrate produced by the Company. Such agreement contains certain representations, terms and conditions, and no assurance can be made that such representations, terms and conditions can or will be satisfied. In addition, on October 31, 2025, the Company entered into the 2025 Panasonic Energy Binding Offtake Agreement which contain representations, terms and conditions, conditions precedent, as well as qualification requirements of the product and the commercial operations, and no assurance can be made that such representations,

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terms and conditions can or will be satisfied. The Company operates in an industry that contains various risks and uncertainties. These offtake agreements with its customers contain conditions precedent which require the Company to have made a positive final investment decision and entered into certain other project-related agreements by certain fixed dates, failing which the customers may terminate their agreements with the Company. There can be no assurance that such terms and conditions can or will be satisfied. The Company has entered into binding offtake and marketing term sheets with the Canadian Government which contain conditions precedent, among others, the condition to conclude definitive agreements by certain dates. There can be no assurance that the Company will be able to conclude those definitive agreements and to conclude additional sales agreements with allied countries, including offtake agreements for future sales and, if so, there can be no guarantee as to the amount of purchase orders or commitments, the quantity of graphite represented by such orders and commitments or the timing for receiving same. Factors that may impact such orders and commitments include the ability of the Company to reliably and consistently produce graphite meeting customer requirements and confidence of customers in such ability, market conditions and demand for products requiring graphite, overall market conditions and the strength of the economy.

If the Company, for whatever reason, is not able to produce the products in accordance with the terms and specifications of any sales agreements, such noncompliance or violation, resulting in termination or damages, may have an adverse effect on the Corporation’s operations and financial position. Even if the Company is able to meet the requirements set out therein, there is no assurance that the contract counterparties will be willing or able to purchase the production at the prices or quantities they have agreed to in the offtake agreement. For a more comprehensive discussion of these inherent risks, see “Risk Factors”’ in the Company’s most recent annual information form on the Company’s profile on SEDAR+ and on EDGAR.

FINANCING

The project financing process has significantly advanced in recent months. The due diligence processes are now nearing completion, supported by specialized advisory firms, which are proceeding concurrently to assess the corporate, technical, market, and ESG components of NMG’s planned Phase-2 operations and to guide financial stakeholders’ risk assessment. The due diligence outcomes will feed into the structuring of legal documentation and a project debt package ahead of investment committee reviews. This workstream will be finalized upon having signed definitive agreements with offtakers. Negotiations on a long-form term sheet are ongoing ahead of the lenders’ respective investment committees to seek credit approval in the coming months.

With the combined offtake arrangements announced on October 31, 2025, NMG has rounded up commercial interest for close to the entire future output of flake graphite from the Phase-2 Matawinie Mine, including an initial 13,000-tpa volume of the Phase-2 Bécancour Battery Material Plant.

In light of this, NMG intends to confirm the support of its strategic investors and targeted lenders toward the project financing, either for a combined FID encompassing the Phase-2 Matawinie Mine and the Phase-2 Bécancour Battery Material Plant, or for a sequenced FID starting with the Phase-2 Matawinie Mine followed by the Phase-2 Bécancour Battery Material Plant. Considering the 2025 Panasonic Energy Binding Offtake Agreement announced on October 31, 2025, NMG is assessing the commercial and technical feasibility of an initial capacity in the Phase-2 Bécancour Battery Material Plant, with a view to efficiently fulfilling its committed volumes upon reaching either a combined FID or sequenced FID for such initial capacity of the Phase-2 Bécancour Battery Material Plant. Although management believes that FID 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.

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QUARTERLY RESULTS

During the three-month period ended September 30, 2025, the Company recorded a net loss of $76,707 (net loss of $8,062 in 2024), a basic and diluted loss per share of $0.50 (basic and diluted loss per share of $0.07 in 2024).


Description	Q3-2025	Q2-2025	Q1-2025	Q4-2024
	(note a)	(note b)	(note c)	(note d)
				$
Net loss	76,707	21,016	12,442	21,904
Basic loss per share	0.50	0.14	0.08	0.19
Diluted loss per share	0.50	0.14	0.08	0.19

All values are in US Dollars.


Description	Q3-2024	Q2-2024	Q1-2024	Q4-2023
	$	$	$	$
Net loss	8,062	11,082	32,237	16,575
Basic loss per share	0.07	0.10	0.43	0.27
Diluted loss per share	0.07	0.10	0.43	0.27

a)	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.
b)	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.
---	---
c)	The net loss in Q1-2025 decreased by $19,795 compared to Q1-2024, mainly due to a non-cash expense of $18,638 recorded in the Q1-2024 consolidated statement of loss and comprehensive loss related to the acquisition of the Lac Guéret Property combined with lower interest expenses on the convertible note due to having only the Investissement Québec note of USD$12,500 remaining. This decrease was partially offset by the increased engineering activities in connection with the Updated Feasibility Study, published on March 31, 2025, and higher share-based compensation expenses due to options granted to key employees in April 2024 that vest upon a positive FID.
---	---
d)	The net loss in Q4-2024 increased by $5,329 compared to Q4-2023 mainly due to a loss of $5,919 related to the fair value revaluation of the derivative warrant liability and increased engineering activities in connection with the Updated Feasibility Study deliverable, which was published on March 31, 2025.
---	---

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OTHER FINANCIAL INFORMATION


Description		September 30, 2025	December 31, 2024
		$	$
Total assets (a)		161,312	204,100
Mine under construction included in Property, plant and equipment (b)		73,814	62,479
Bécancour Battery Material Plant under construction included in Property, plant and equipment		1,218	1,175
Non-current liabilities		3,393	3,467
a)	The decrease of $42,788 in total assets between September 30, 2025, and December 31, 2024, is mainly explained by a decrease of $44,529 in Cash and cash equivalents. No additional financing was received in 2025, as the previous financing was completed in December 2024 with Canada Growth Fund and Investissement Québec. The decrease is therefore explained by a monthly cash expenditure rate of approximately $4,756. This is partially offset by a $6,678 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 $11,335 in the Mine under construction between September 30, 2025, and December 31, 2024, is related to costs incurred for the Phase-2 Matawinie Mine, which have been capitalized under property, plant, and equipment. These costs are primarily associated with continued progression of the detailed engineering for both the concentrator and the mining infrastructures ($6,745), long-lead equipment deposit for the electrical substation ($377), borrowing costs ($1,683), wages and benefits ($1,273), and a deposit for the engineering and construction of the electrical powerline with Hydro-Québec ($1,250).
---	---

THREE AND NINE-MONTH PERIOD RESULTS

MINING PROJECTS EXPENSES


	For the three-month periods ended		For the nine-month periods ended
Description	September 30, 2025	September 30, 2024	September 30, 2025	September 30, 2024
				$
Wages and benefits (a)	1,325	905	3,712	2,978
Share-based compensation (b)	181	344	765	868
Consulting fees	35	20	94	63
Materials, consumables, and supplies	166	170	504	506
Maintenance and subcontracting (c)	319	126	532	414
Geology and drilling	15	—	15	—
Utilities	67	91	252	271
Depreciation and amortization	81	65	201	193
Other	79	82	226	193
Uatnan Mining Project - Exploration and evaluation expenses (d)	4	19	19	18,674
Grants	37	(2)	(5)	(29)
Tax credits	(90)	(60)	(303)	(304)
Mining projects expenses	2,219	1,760	6,012	23,827

All values are in US Dollars.

a)The increase of $420 and $734 in wages and benefits for the three and nine-month periods ended September 30, 2025, respectively, is mainly due to new hires to support operations.

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b)The decrease of $163 and $103 in share-based compensation expenses for the three and nine-month periods ended September 30, 2025, respectively, is mainly due to a revised assumption related to performance-based stock options granted to key employees in April 2024.

c)The increase of $193 and $118 in maintenance and subcontracting expenses for the three and nine-month periods ended September 30, 2025, respectively, is mainly due to the new ore extraction campaigns initiated during the quarter at the Phase-1 Demonstration Plant. This campaign aims to produce additional flake concentrate volumes to support supplementary product sampling and qualification efforts.

d)The decrease of $18,655 for the nine-month period ended September 30, 2025, is due to the acquisition of the Lac Guéret Property on January 31, 2024. For more details on the accounting treatment of this transaction, refer to Note 19 of the Company’s audited consolidated financial statements for the year ended December 31, 2024.

BATTERY MATERIAL PLANT PROJECT EXPENSES


	For the three-month periods ended		For the nine-month periods ended
Description	September 30, 2025	September 30, 2024	September 30, 2025	September 30, 2024
				$
Wages and benefits (a)	897	1,599	3,539	4,283
Share-based compensation	126	189	464	459
Engineering (b)	1,446	5,590	10,418	11,952
Consulting fees	44	197	500	597
Materials, consumables, and supplies (c)	160	553	821	1,743
Maintenance and subcontracting (d)	403	635	1,275	1,774
Utilities	27	76	165	355
Depreciation and amortization (e)	1,057	1,765	5,403	6,661
Other	63	63	248	206
Grants	(50)	(127)	(455)	(385)
Tax credits	(224)	(106)	(154)	(446)
Battery Material Plant project expenses	3,949	10,434	22,224	27,199

All values are in US Dollars.

a)	The decrease of $702 and $744 in wages and benefits for the three and nine-month periods ended September 30, 2025, respectively, is mainly due to the decrease in operational activities at the Purification Demonstration Plant.
b)	The decrease of $1,534 in engineering expenses for the nine-month period ended September 30, 2025, is mainly due to increased activity in 2024 related to the Updated Feasibility Study, which was published on March 31, 2025. The decrease was partially offset by increased engineering fees related to the support of specialized Asian firms with expertise in the graphite and anode material industry. The decrease of $4,144 in engineering expenses for the three-month period ended September 30, 2025, is mainly due to the shift in project strategy, with a focus on refining engineering parameters for an initial capacity of active anode material production of 13,000-tpa to fulfill the Panasonic Energy’s offtake volume.
---	---
c)	The decrease of $393 and $922 in materials, consumables, and supplies expenses for the three and nine-month periods ended September 30, 2025, respectively, is mainly due to the decrease in operational activities at the Purification Demonstration Plant. This reduction is aligned with the decommissioning of the facility, which is now nearly complete as of Q3 2025. No employees remain on site.
---	---

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The decrease of $499 in maintenance and subcontracting expenses for the nine-month period ended September 30, 2025, is mainly due to the decrease in operational activities at the Purification Demonstration Plant, following the decommissioning of the facility.

The decrease of $1,258 for the nine-month period ended September 30, 2025, is mainly due to the end of the useful life of production equipment depreciation at the Purification Demonstration Plant, as well as a depreciation adjustment of $1,013 related to a grant receivable recorded against the coating equipment. This adjustment followed the receipt of confirmation of a milestone report, which provided reasonable assurance of eligibility for the associated grants. The decrease of $708 for the three-month period ended September 30, 2025, is mainly attributable to the same depreciation adjustment related to the grant receivable for the coating equipment, partially offset by depreciation of multiple demonstration equipment units associated with the air classifier and the deagglomeration/agglomeration process. These units were placed in service during the third quarter of 2024 and the first quarter of 2025, respectively.

---

GENERAL AND ADMINISTRATIVE EXPENSES


	For the three-month periods ended		For the nine-month periods ended
Description	September 30, 2025	September 30, 2024	September 30, 2025	September 30, 2024
				$
Wages and benefits	2,133	1,715	5,943	5,344
Share-based compensation (a)	657	1,422	2,730	4,071
Professional fees (b)	1,334	494	3,044	2,602
Consulting fees (c)	667	505	2,493	1,393
Travelling, representation and convention	175	263	729	714
Office and administration (d)	1,680	1,202	4,263	4,128
Stock exchange, authorities, and communication	164	98	598	381
Depreciation and amortization	37	49	108	169
Loss on write-off/disposal of property, plant and equipment (e)	—	1,098	—	1,098
Other financial fees	3	19	69	27
Grants	—	—	—	(46)
General and administrative expenses	6,850	6,865	19,977	19,881

All values are in US Dollars.

a)	The decrease of $765 and $1,341 in share-based compensation expenses for the three and nine-month periods ended September 30, 2025, respectively, is mainly due to a revised assumption related to performance-based stock options granted to key employees in April 2024, combined with a decrease in options granted to consultants.
b)	The increase in professional fees of $840 for the three-month period ended September 30, 2025, is mostly due to higher legal costs associated with progress on the project financing structure, combined with legal fees in connection with the preliminary base shelf prospectus.
---	---
c)	The increase of $1,100 in consulting fees for the nine-month period ended September 30, 2025, is mostly due to increased activities in connection with technical audits and due diligence processes related to the project financing.
---	---
d)	The increase in office and administration fees of $478 for the three-month period ended September 30, 2025, is mainly due to a milestone payment of $400 made in July 2025 under the agreement with Espace Nature Haute-Matawinie ("Espace Nature"), a non-profit organization. This project is part of NMG’s sustainable development pledge and demonstrates the Company’s commitment to a socially responsible operation that generates shared value.
---	---

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e) The decrease of $1,098 for both the three and nine-month periods ended September 30, 2025, is related to the demolition of several cottages near the mine in August 2024. The demolition resulted in a write-off of $1,098 in the consolidated statements of loss and comprehensive loss. The land on which these cottages were built will continue to be utilized for potential future auxiliary installations that will support the mining project.

NET FINANCIAL COSTS

The $81,477 increase in financial costs for the nine-month period ended September 30, 2025, is mainly due to the fair value revaluation of derivative warrant liabilities, which resulted in a loss of $63,591 in 2025 compared to a gain in 2024. The $63,591 represents a non-cash loss, primarily attributable to the increase in NMG’s share price during the period. This increase reflects a potential inflow of funds in the event of future financing, as the warrants exercisable at US$2.38 in connection with FID became in-the-money during the period.

This increase was partially offset by lower interest and accretion expenses on the convertible notes, following the surrender and cancellation of the notes by Mitsui and Pallinghurst as part of the private placement completed on May 2, 2024. Additional offsets include a $7,548 loss on settlement of convertible notes recorded in 2024, as well as a foreign exchange gain in 2025 compared to a loss during the same period in 2024.

LIQUIDITY AND FUNDING

As at September 30, 2025, the Company’s current liabilities exceeded its current assets by $41,627, 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, which represent a potential inflow of funds should the warrants be exercised upon a final investment decision (FID). Additionally, the Company held $61,767 in cash and cash equivalents as of September 30, 2025.

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.

As at September 30, 2025, all of the Company’s current liabilities totalling $108,959 ($46,976 as at December 31, 2024) 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.


				As at September 30, 2025
	Carrying	Contractual	Remainder of	Year	Year	2028 and
	amount	cash flows	the year	2026	2027	Onward
	$	$	$	$	$	$
Accounts payable and other	11,673	11,673	11,673	—	—	—
Lease liabilities	1,813	2,032	162	649	440	781
Borrowings	828	900	75	300	300	225
Convertible Notes – Host^[i]^	17,152	17,402	17,402	—	—	—

[i]The Convertible Notes are translated at the spot rate as of September 30, 2025.

Management Discussion and Analysis	20

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For the nine-month period ended September 30, 2025, the Company had an average monthly cash expenditure rate of approximately $4,756, 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.


****	For the nine-month periods ended
Cash flows provided by (used in)	September 30, 2025		September 30, 2024
	$		$
Operating activities before the net change in working capital items	(36,348)		(36,267)
Net change in working capital items	4,761		1,081
Operating activities	(31,587)		(35,186)
Investing activities	(11,221)		(9,043)
Financing activities	(1,365)		64,479
Effect of exchange rate changes on cash and cash equivalents	(356)		(80)
Increase (decrease) in cash and cash equivalents	(44,529)	****	20,170

OPERATING ACTIVITIES

For the nine-month period ended September 30, 2025, cash outflows from operating activities totaled $31,587, while cash outflows totaled $35,186 for the same period in 2024. 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 14 of the condensed consolidated interim financial statements.

INVESTING ACTIVITIES

For the nine-month period ended September 30, 2025, cash used in investing activities totaled $11,221 whereas for the same period in 2024, investing activities totaled $9,043. The increase is mainly due to a lower balance of outstanding payables for property, plant, and equipment, due to timing of vendor payments. This is partially offset by higher grant proceeds received during the period compared to 2024.

FINANCING ACTIVITIES

For the nine-month period ended September 30, 2025, the Company had a net outflow of $1,365 related to financing, compared to a net cash inflow of $64,479 for the same period in 2024. The variance is mainly due to the closing of the private placement with GM and Panasonic for gross proceeds of $67,870 in 2024.

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:


	For the three-month periods ended		For the nine-month periods ended
	September 30, 2025	September 30, 2024	September 30, 2025	September 30, 2024
		$		$
Key management compensation
Wages and short-term benefits	551	540	1,441	1,660
Share-based payments	545	1,303	2,468	3,146
Board fees	203	219	673	666

All values are in US Dollars.

Management Discussion and Analysis	21

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OFF-BALANCE SHEET TRANSACTIONS

There are no off-balance sheet transactions.

CRITICAL ACCOUNTING ESTIMATES, NEW ACCOUNTING POLICIES, JUDGEMENTS AND ASSUMPTIONS

Refer to note 3 and 4 in the condensed consolidated interim unaudited financial statements for the three and nine-month periods ended September 30, 2025, and notes 3, 4, and 5 in the Company’s audited consolidated financial statements for the year ended December 31, 2024.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Refer to note 16 in the condensed consolidated interim unaudited financial statements for the three and nine-month periods ended September 30, 2025.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

Refer to note 17 in the condensed consolidated interim unaudited financial statements for the three and nine-month periods ended September 30, 2025.

CAPITAL STRUCTURE


		As at November 11, 2025
Common shares		152,428,205
Options		8,948,250
Warrants		83,432,538
Warrants - Convertible Notes		2,500,000
Convertible Notes		2,500,000
Other reserves - settlement of interests on Convertible Notes		1,640,693
Fully diluted	****	251,449,686

SUBSEQUENT EVENTS TO september 30, 2025

On October 27, 2025, the Company amended IQ’s convertible note, primarily by extending the maturity date by one year — from November 8, 2025 to November 8, 2026. As part of the amendment, the interest rate was increased (starting November 9, 2025) to the greater of the 3-month CME Term SOFR plus 7% and 7%, representing an increase of 2% compared to the previous terms.

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 ****

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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.

There have been no changes in the Company's ICFR that occurred during the period beginning on January 1, 2025, and ending on September 30, 2025, 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.

November 11, 2025


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

Management Discussion and Analysis	23

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 September 30, 2025.

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 July 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 11, 2025
/s/ Éric Desaulniers
Éric Desaulniers
President & Chief Executive Officer

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 September 30, 2025.

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.

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

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

5.3Limitation on scope of design: N/A

Date: November 11, 2025
/s/ Charles-Olivier Tarte
Charles-Olivier Tarte
Chief Financial Officer

NMG 6-K