NMG 0001558370-24-012261 6-K Filing: Aug 14, 2024

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 August 2024

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 six-month periods ended June 30, 2024 and 2023

99.2		Management’s Discussion and Analysis for the three and six-month periods ended June 30, 2024

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: August 14, 2024	/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 six-month periods ended June 30, 2024 and 2023

(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 (income) and comprehensive loss (income)	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 June 30, 2024	As at December 31, 2023
ASSETS
CURRENT
Cash and cash equivalents			73,876	36,332
Grants receivable and other current assets			972	1,334
Sales taxes receivable			1,166	1,061
Tax credits receivable			620	1,502
Prepaid expenses			3,622	2,697
Total current assets		****	80,256	42,926

NON-CURRENT
Tax credits receivable			9,305	8,846
Investment - Listed shares			525	1,075
Property, plant and equipment	6		67,411	66,619
Intangible assets			48	59
Right-of-use assets			1,691	1,884
Deposits			2,341	2,530
Total non-current assets		****	81,321	81,013
Total assets		****	161,577	123,939

LIABILITIES
CURRENT
Accounts payable and other	7		10,699	9,798
Deferred grants			1,001	1,255
Convertible notes	8		14,615	53,624
Derivative warrant liability	9		16,422	—
Current portion of lease liabilities			452	451
Current portion of borrowings			244	480
Total current liabilities		****	43,433	65,608

NON-CURRENT
Asset retirement obligation			944	987
Lease liabilities			1,445	1,636
Borrowings			891	1,278
Total non-current liabilities		****	3,280	3,901
Total liabilities		****	46,713	69,509

EQUITY
Share capital			343,862	238,823
Other reserves	8		2,808	7,692
Contributed surplus			32,101	28,502
Deficit			(263,907)	(220,587)
Total equity		****	114,864	54,430
Total liabilities and equity		****	161,577	123,939
Going Concern	1
Commitments	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 (income) and comprehensive loss (income)

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

CONSOLIDATED STATEMENTS OF LOSS (INCOME) AND COMPREHENSIVE LOSS (INCOME)


				For the three-month periods ended		For the six-month periods ended
				June 30, 2024	June 30, 2023	June 30, 2024	June 30, 2023
		Notes	****				$
EXPENSES
Exploration and evaluation expenses		11		1,843	2,740	22,066	4,387
Battery Material Plant project expenses		12		8,951	5,165	16,765	9,898
General and administrative expenses		13		6,835	5,737	13,018	12,646
Operating loss	****		****	17,629	13,642	51,849	26,931
Net financial costs (income)		14		(6,647)	(15,006)	(8,729)	(3,249)
Loss (income) before tax	****		****	10,982	(1,364)	43,120	23,682
Income tax				100	100	200	200
Net loss (income) and comprehensive loss (income)	****		****	11,082	(1,264)	43,320	23,882

Loss (earnings) per share
Basic		10.2		0.10	(0.02)	0.48	0.41
Diluted		10.2		0.10	0.02	0.48	0.41
Weighted average number of shares outstanding
Basic		10.2		106,079,801	60,347,080	90,243,051	58,192,277
Diluted		10.2		106,079,801	70,913,850	90,243,051	58,192,277

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 six-month period ended June 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		11		6,208,210		18,625		—		—		—	18,625
Shares issued from Private Placement		9		43,750,000		82,388		—		—		—	82,388
Options exercised		10.3		112,500		416		(152)		—			264
Share-based compensation				—		—		3,751		—		—	3,751
Settlement of interest on Convertible Notes		8		1,579,043		6,417		—		(4,884)		—	1,533
Share issue costs				—		(2,807)		—		—		—	(2,807)
Net loss and comprehensive loss				—		—		—		—		(43,320)	(43,320)
Balance as at June 30, 2024	****		****	112,553,651	****	343,862	****	32,101	****	2,808	****	(263,907)	114,864


	****		****		****		****	Contributed	****	For the six-month period ended June 30, 2023
								surplus and
						Share capital		warrants		Other reserves		Deficit	Total equity
		Notes		Number		$		$		$		$	$
Balance as at January 1, 2023				55,873,898	****	210,786	****	25,313	****	829	****	(164,604)	72,324
Shares issued from offering		10.1		4,850,000		29,565		—		—		—	29,565
Options exercised		10.3		180,000		956		(380)		—		—	576
Share-based compensation				—		—		1,680		—		—	1,680
Settlement of interest on Convertible Notes		8		—		—		—		3,296		—	3,296
Share issue costs				—		(2,484)		—		—		—	(2,484)
Net loss and comprehensive loss				—		—		—		—		(23,882)	(23,882)
** Balance as at June 30, 2023**	****		****	60,903,898	****	238,823	****	26,613	****	4,125	****	(188,486)	81,075

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 six-month periods ended
				June 30, 2024	June 30, 2023
	****	Notes			$
OPERATING ACTIVITIES
Net loss				(43,320)	(23,882)
Adjustments for non-cash items:
Depreciation and amortization				5,144	2,883
Change in fair value - Listed shares				550	(300)
Change in fair value - Embedded derivatives		8		—	(6,061)
Change in fair value - Derivative warrant liability		9		(20,565)	—
Interest on convertible notes		8		1,533	3,296
Lac Gueret Property acquisition		11		18,625	—
Loss on convertible notes settlement		8		7,548	—
Unrealized foreign exchange loss (gain)				2,103	(1,036)
Loss on disposal of property, plant and equipment				—	5
Share-based compensation		10.2		3,443	1,389
Accretion included within financial costs				1,926	2,255
Net change in working capital		15		(488)	1,470
Cash flows used in operating activities				(23,501)	(19,981)

INVESTING ACTIVITIES
Additions to property, plant, and equipment, net of grants		15		(3,971)	(6,642)
Deposits				187	155
Cash flows used in investing activities	****		****	(3,784)	(6,487)

FINANCING ACTIVITIES
Proceeds from private placement		9		67,870	29,565
Convertible notes issue costs				—	(659)
Repayment of borrowings				(623)	(111)
Repayment of lease liabilities				(229)	(209)
Proceeds from the exercise of stock options				264	576
Share issue costs				(2,452)	(2,446)
Cash flows from financing activities	****		****	64,830	26,716

Effect of exchange rate changes on cash				(1)	(324)

Net change in cash and cash equivalents	****		****	37,544	(76)
Cash and cash equivalents at the beginning of the period				36,332	59,924
Cash and cash equivalents at the end of the period				73,876	59,848
Non-cash investing and financing activities		15

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 NMG on the New York Stock Exchange (“NYSE”), NOU on the TSX Venture Exchange (“TSXV”), and NM9A on the Frankfurt Stock Exchange. The Company’s registered office is located at 481 Brassard Street, Saint-Michel-des-Saints, Québec, Canada, J0K 3B0.

The Company’s condensed consolidated interim financial statements have been prepared using International Financial Reporting Standards (“IFRS”) 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 six-month period ended June 30, 2024, the Company reported a net loss after tax of $43.3 million, cash outflows from operating activities of $23.5 million and an accumulated deficit of $263.9 million and 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. In recognition of these circumstances, the Company completed a private placement for aggregate gross proceeds of $67.9 million (US$50 million), with General Motors Holding LLC (“GM”) and Panasonic Holdings Corporation (“Panasonic”) on February 28, 2024.

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”) 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, 2023. 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, 2023, which have been prepared in accordance with IFRS.

The condensed consolidated interim financial statements for the three and six-month periods ended June 30, 2024 (including comparative statements) were approved and authorized for publication by the Board of Directors on August 14, 2024.

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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.	SIGNIFICANT ACCOUNTING POLICIES
3.1	EXPLORATION AND EVALUATION EXPENDITURES
---	---

Exploration and evaluation expenditures are costs incurred during the initial search for mineral resources before the technical feasibility and commercial viability of extracting a mineral resource are demonstrable.

All expenditures relating to exploration and evaluation are expensed as incurred in the consolidated statement of loss and comprehensive loss until the property reaches the development stage. Costs related to exploration and evaluation include topographical, geological, geochemical and geophysical studies, mining claims, exploration drilling, trenching, sampling, research and development costs specific to a mining project and other costs related to the evaluation of the technical feasibility and commercial viability of extracting a mineral resource. The various costs are expensed on a property-by-property basis pending determination of the technical feasibility and commercial viability of extracting a mineral resource.

When the technical feasibility and commercial viability of extracting a mineral resource are demonstrable, exploration and evaluation expenses related to the mining property will be recorded to property and equipment in Mining assets under construction.

3.2	COMPOUND INSTRUMENTS

The common shares and the share purchase warrants issued by the Company are considered a compound financial instrument (refer to note 9). The share purchase warrants are classified as a derivative financial liability as the warrants are issued in a different currency than the Company’s functional currency. The principle known as “fixed for fixed” criterion under IFRS requires that a fixed amount of cash or another financial asset (in this case, the exercise of the share purchase warrants) be exchanged for a fixed number of equity instruments.

Derivative warrant liabilities are financial liabilities recorded at fair value. As at the issuance date, the liability component (derivative warrant liability) of the compound instrument was established by using the Black-Scholes pricing model, and the residual amount, net of the issuance cost, was allocated to the equity component of the financial instrument. The derivative warrant liability is remeasured at the end of each reporting period with subsequent changes in fair value recorded in the consolidated statement of loss and comprehensive loss. At each reporting period, the fair value of the liability related to warrants is determined using the Black-Scholes pricing model, which uses significant input that is not based on observable market data, hence the classification as Level 3 in the fair value hierarchy.

3.3	CONTINGENT PAYMENTS

The Company has an additional consideration in connection with the Asset purchase agreement of the Lac Guéret Property which the Company shall pay following the declaration of commercial production of the Uatnan project. The Company has elected not to record payments contingent on future events on day 1 and, therefore, no liability is recognized. The variable payment will be recorded once commercial production of the Uatnan project will occur.

4.	ACCOUNTING STANDARDS ADOPTED AND ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE
4.1	NEW ACCOUNTING STANDARDS ADOPTED
---	---

The Company adopted the amendments to IAS 1 Presentation of Financial Statements on classification of liabilities, effective for years beginning after January 1, 2024, which clarify when liabilities are classified as either current or non-current. For the purposes of non-current classification, the amendments removed the requirement for a right to defer settlement or roll over of a liability for at least twelve months to be unconditional. Additionally, the amendments eliminate the exception related to conversion features. Previously, if conversion features were at the holder's discretion, it did not affect the classification of the liability component of a convertible instrument. In light of this amendment, the Company reclassified the convertible notes from a non-current to current liability, including the 2023 comparative figures.

4.2	NEW ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements from IAS 1 unchanged. IFRS 18 applies for annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted. 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)

The new Accounting Standard introduces significant changes to the structure of a company's income statement and new principles for aggregation and disaggregation of information. The main impacts of the new Accounting Standard include:

●	Introducing a newly defined "operating profit" subtotal and a requirement for all income and expenses to be allocated between three distinct categories based on the company's main business activities: Operating, investing and financing;
●	Disclosure about management performance measures;
---	---
●	Adding new principles for aggregation and disaggregation of information;
---	---
●	Requiring the cash flow statement to start with operating profit; and
---	---
●	Remove the accounting policy choice for presentation of dividend and interest.
---	---

The Company is currently evaluating the impact of these amendments on its consolidated financial statements.

Amendments to IFRS 7 Financial instruments: disclosures and IFRS 9 Financial instruments

In May 2024, the IASB published Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). The amendments to IFRS 9 clarify de-recognition and classification of specific financial assets and liabilities respectively while the amendments to IFRS 7 clarify the disclosure requirements for investments in equity instruments designated at fair value through other comprehensive income and contractual terms that could change the timing or amount of contractual cash flows on the occurrence or non-occurrence of a contingent event. The amendments to IFRS 9 and IFRS 7 are effective for annual reporting beginning on or after January 1, 2026. The Company is currently evaluating the impact of these amendments on its consolidated financial statements.

5.	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 2023 Consolidated audited annual financial statement, except for the one described below. Actual results may differ significantly.

Fair Value of the Derivative warrant liability

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Company used the Black-Scholes option pricing model in determining the fair value of the derivative warrant liability which requires a number of assumptions to be made, including the volatility, the risk-free interest rate and the expected life. The Company uses its judgment to make assumptions that are mainly based on market conditions existing at the end of each reporting period. Details of the valuation model used for determining the fair value of the warrants and the assumptions used by management are disclosed in note 9.

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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)

6.	PROPERTY, PLANT AND EQUIPMENT


	For the six-month period ended June 30, 2024
				Furniture			Battery Material	Bécancour Battery
				and other IT		Mine under	Demonstration Plant	Material Plant
	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	46,000	710	-	78,316
Additions	-	-	624	-	-	3,798	1,078	193	5,693
Write-Off/Disposals	-	-	-	-	(8)	-	-	-	(8)
June 30, 2024	2,455	3,438	25,974	235	120	49,798	1,788	193	84,001
ACCUMULATED DEPRECIATION
January 1, 2024	-	779	10,723	134	61	-	-	-	11,697
Depreciation	-	118	4,747	24	12	-	-	-	4,901
Write-Off/Disposals	-	-	-	-	(8)	-	-	-	(8)
June 30, 2024	-	897	15,470	158	65	-	-	-	16,590
Net book value as at June 30, 2024	2,455	2,541	10,504	77	55	49,798	1,788	193	67,411

All values are in US Dollars.


	For the year ended December 31, 2023
				Furniture			Battery Material
				and other IT		Mine under	Demonstration Plant
	Land	Buildings	Equipment	equipment	Rolling stock	construction [1]	under construction [1]	Total
								$
COST
January 1, 2023	2,455	3,267	9,813	259	128	37,785	14,591	68,298
Additions	-	171	398	-	-	8,215	1,258	10,042
Transfers	-	-	15,139	-	-	-	(15,139)	-
Write-Off/Disposals	-	-	-	(24)	-	-	-	(24)
December 31, 2023	2,455	3,438	25,350	235	128	46,000	710	78,316
ACCUMULATED DEPRECIATION
January 1, 2023	-	551	3,478	97	37	-	-	4,163
Depreciation	-	228	7,245	56	24	-	-	7,553
Write-Off/Disposals	-	-	-	(19)	-	-	-	(19)
December 31, 2023	-	779	10,723	134	61	-	-	11,697
Net book value as at December 31, 2023	2,455	2,659	14,627	101	67	46,000	710	66,619

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.

The amount of borrowing costs included in Mine under construction for the three and six-month periods ended June 30, 2024 is $513 and $957, respectively ($157 and $213 for the three and six-month periods ended June 30, 2023). 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 six-month periods ended June 30, 2024.

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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)

7.	ACCOUNTS PAYABLE AND OTHER

---	---	---	---	---
		June 30, 2024	****	December 31, 2023
		$		$
Trade payable and accrued liabilities		8,682		7,047
Wages and benefits liabilities		2,017		2,751
Accounts payable and other	****	10,699		9,798

8.	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		2,203		—		—		2,203
Fair value adjustment		—		(1,138)		—		(1,138)
Amortization ^[2]^		—		—		1,138		1,138
Foreign exchange		1,926		30		(30)		1,926
Settlement		(43,138)		—		—		(43,138)
Balance as of June 30, 2024	****	14,615	****	61	****	(61)	****	14,615

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

^[2]^ The amortization for the three-month period ended June 30, 2024 includes an additional amount of $1,026 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). 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 TSXV’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 TSXV’s approval, by delivering share certificates to the Holders upon maturity, conversion or redemption at a U.S. Dollar equivalent of the Company’s TSXV market share price, determined at the quarter end on which such interest became payable.
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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)

-	The Notes also include redemption mechanisms in favor of the holders in the event of a change of control or an event of default.

For the three and six-month periods ended June 30, 2024, the interest coupon totalled an aggregate amount of $445 (US$325) and $1,533 (US$1,132) respectively ($1,679 (US$1,250) and $3,296 (US$2,446) for the three and six-month periods ended June 30, 2023). For the second quarter of 2024, the Company elected to pay the interest coupon with 172,048 common shares at a price of US$1.89 which will be issued at maturity or conversion of the Notes. The common shares to be issued are recorded as other reserves in the consolidated statements of changes in equity.

On May 2, 2024, the Company closed a private placement with Mitsui & Co., Ltd (“Mitsui”) and Pallinghurst Bond Limited (“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.

Below is a sensitivity analysis on inputs impacting the fair value revaluation of the derivative.


	****		****	Reasonably	****	Sensitivity ^[1]^	****		****	Reasonably	****	Sensitivity ^[1]^
		December 31, 2023		possible change		US$ (Derivative liability)		June 30, 2024		possible change		US$ (Derivative liability)
Observable inputs
Share price		US$2.61		+/- 10%		+0.4M/-0.3M		US$1.875		+/- 10%		+0M/0M
Foreign Exchange rate		1.32		+/-5%		+/-0.1M		1.37		+/-5%		+/-0M
Unobservable inputs
Expected volatility		48.5%		+/- 10%		+0.1/-0.3M		46.7%		+/- 10%		+0/0M
Credit spread		4.5%		+/-5%		+/-0.03M		3.5%		+/-5%		+/-0M

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

9.	DERIVATIVE WARRANT LIABILITY

Private placement with GM and Panasonic:


		Derivative warrant liability
		$
Issuance		25,742
Fair value adjustment		(5,955)
Foreign exchange		(49)
Balance as of March 31, 2024		19,738
Fair value adjustment		(10,550)
Foreign exchange		196
Balance as of June 30, 2024		9,384

On February 28, 2024, the Company completed a private placement with GM and 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.

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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)

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


	June 30, 2024	March 31, 2024
Number of Warrants	25,000,000	25,000,000
Risk-Free Interest Rate	5.21%	5.16%
Expected Volatility	64%	75%
Stock Price at Valuation Date	US$1.875	US$2.29
Exercise Price	US$2.38	US$2.38
Average Fair Value per Warrant	US$0.27	US$0.58

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 an increase of $2,215 and a decrease of $2,195 respectively in the fair value of the warrants as at June 30, 2024.

Private placement with Mitsui and Pallinghurst:


		Derivative warrant liability
		$
Issuance		11,107
Fair value adjustment		(4,060)
Foreign exchange		(9)
Balance as of June 30, 2024		7,038

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 8 – 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 $1.3M 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.

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


	June 30, 2024	May 02, 2024
Number of Warrants	18,750,000	18,750,000
Risk-Free Interest Rate	5.21%	5.20%
Expected Volatility	64%	67%
Stock Price at Valuation Date	US$1.875	US$2.04
Exercise Price	US$2.38	US$2.38
Average Fair Value per Warrant	US$0.27	US$0.43

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 an increase of $1,661 and a decrease of $1,647 respectively in the fair value of the warrants as at June 30, 2024.

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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)

10.	EQUITY

10.1 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 six-month period ended		For the year ended
	****	June 30, 2024	****	December 31, 2023
Shares issued at the start of the period		60,903,898		55,873,898
Shares issued from offering		—		4,850,000
Shares issued - Lac Gueret Property acquisition (Note 11)		6,208,210		—
Shares issued from Private Placement (Note 9)		43,750,000		—
Options exercised		112,500		180,000
Settlement of interest on Convertible Notes		1,579,043		—
Shares issued at the end of period		112,553,651		60,903,898

On April 17, 2023, the Company concluded an underwritten public offering agreement for 4,850,000 common shares, at a price of US$4.55 per share for gross proceeds of $29.6M (US$22M). The offering was conducted on a bought deal basis and the Company incurred underwriter fees equal to 6% of the gross proceeds.

10.2 LOSS (EARNINGS) PER SHARE

The calculation of the basic and diluted loss (earnings) per share is based on the loss (income) attributable to ordinary shareholders and to the weighted average number of shares outstanding, including shares to be issued for payment of interest on the convertible notes.

The calculation of the diluted loss (earnings) per share considers the effects of all dilutive potential ordinary shares.


		For the three-month periods ended			For the six-month periods ended
		June 30, 2024	****	June 30, 2023	June 30, 2024	****	June 30, 2023
Loss (income) attributable to the ordinary equity holders of the Company		11,082		(1,264)	43,320		23,882
Gain on change in fair value of embedded derivatives[i], net of interest expense associated with debt host		—		2,884	—		—
Loss (income) attributable to the ordinary equity holders of the Company used in calculation of the diluted loss per share		11,082		1,620	43,320		23,882

Basic weighted average number of shares outstanding		106,079,801		60,347,080	90,243,051		58,192,277
Dilutive effect of share options		—		566,770	—		—
Dilutive effect of the Convertibles Notes		—		10,000,000	—		—
Dilutive weighted average number of shares outstanding		106,079,801		70,913,850	90,243,051		58,192,277

Basic loss (earnings) per share	****	0.10	****	(0.02)	0.48	****	0.41
Diluted loss (earnings) per share	****	0.10	****	0.02	0.48	****	0.41
(i)	Excludes the portion of the variation in fair value of the embedded derivatives attributable to the underlying warrants.
---	---

For the three and six-month periods ended June 30, 2024, the other potentially dilutive instruments, namely the options (note 10.3), the warrants (note 9) and, the underlying warrants of the Convertible Notes (see note 8) are anti-dilutive.

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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)

10.3 SHARE-BASED PAYMENTS

The Board of Directors determines the price per common share and the number of common shares which may be allocated to each director, officer, employee and consultant and all other terms and conditions of the option, subject to the rules of the TSXV. The plan has a policy that caps the maximum of total options that can be granted to 10% of the total outstanding shares of the Company.

All share-based payments will be settled in equity. The Company has no legal or contractual obligation to repurchase or settle the options in cash.

The Company’s share options are as follows:


	For the six-month period ended June 30, 2024		For the year ended December 31, 2023
		Weighted average		Weighted average
		exercise price		exercise price
	Number	$	Number	$
Opening balance	4,908,548	6.79	3,911,804	7.42
Granted	4,107,500	3.12	2,088,548	5.51
Exercised	(112,500)	2.35	(180,000)	3.20
Expired	(214,000)	8.61	(337,000)	6.52
Forfeited	(44,000)	4.21	(87,000)	5.39
Cancelled	(453,048)	8.20	(487,804)	8.20
Ending balance	8,192,500	3.12	4,908,548	6.79
Options that can be exercised	3,325,750	7.12	2,824,000	7.64

The details of the share options granted by the Company are as follows:


		For the six-month period ended		For the year ended
	****	June 30, 2024	****	December 31, 2023
Directors		212,500		212,500
Officers		2,200,000		600,000
Employees		1,545,000		800,000
Consultants		150,000		476,048
Total granted share options		4,107,500		2,088,548

The vesting period for the options granted during the six-month period ended June 30, 2024 occurs in two annual tranches, except for some options granted to key employees that vest upon FID, subject to certain conditions.

The weighted average fair value of the share options granted in the six-month period ended June 30, 2024, were estimated using the Black-Scholes option pricing model based on the following average assumptions:

●	Stock price at date of grant: $3.12
●	Expected life: 5 years
---	---
●	Risk-free interest rate: 3.54%
---	---
●	Expected volatility: 80.75%
---	---
●	Expected dividend: nil
---	---
●	Fair value per option: $2.08
---	---

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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.	EXPLORATION AND EVALUATION EXPENSES

---	---	---	---	---	---	---	---	---
		For the three-month periods ended				For the six-month periods ended
		June 30, 2024	****	June 30, 2023	****	June 30, 2024	****	June 30, 2023
		$		$		$		$
Wages and benefits		1,023		776		2,073		1,591
Share-based compensation		385		121		524		200
Consulting fees		22		1,425		43		1,600
Materials, consumables, and supplies		185		178		336		344
Maintenance and subcontracting		176		72		288		276
Geology and drilling		—		8		—		8
Utilities		91		92		180		196
Depreciation and amortization		65		64		128		137
Other		68		68		110		133
Uatnan Mining Project		7		4		18,654		99
Grants		(9)		(24)		(26)		(78)
Tax credits		(170)		(44)		(244)		(119)
Exploration and evaluation expenses	****	1,843	****	2,740		22,066	****	4,387

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 once commercial production of the Uatnan project will occur.

12.	BATTERY MATERIAL PLANT PROJECT EXPENSES

---	---	---	---	---	---	---	---	---
	****	For the three-month periods ended				For the six-month periods ended
		June 30, 2024	****	June 30, 2023	****	June 30, 2024	****	June 30, 2023
		$		$		$		$
Wages and benefits		1,414		1,058		2,684		1,966
Share-based compensation		211		74		270		149
Engineering		3,743		1,524		6,362		3,043
Consulting fees		243		343		400		546
Materials, consumables, and supplies		525		512		1,191		1,112
Maintenance and subcontracting		477		480		1,139		876
Utilities		91		82		279		296
Depreciation and amortization		2,401		1,600		4,896		2,621
Other		85		57		140		91
Grants		(134)		(231)		(257)		(468)
Tax credits		(105)		(334)		(339)		(334)
Battery Material Plant project expenses	****	8,951	****	5,165		16,765	****	9,898

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)

13.	GENERAL AND ADMINISTRATIVE EXPENSES

---	---	---	---	---	---
		For the three-month periods ended		For the six-month periods ended
		June 30, 2024	June 30, 2023	June 30, 2024	June 30, 2023
	****				$
Wages and benefits		1,767	1,637	3,630	3,699
Share-based compensation		1,992	610	2,649	1,039
Professional fees		673	381	2,108	1,413
Consulting fees		425	698	889	1,453
Travelling, representation and convention		332	347	452	557
Office and administration		1,383	1,866	2,925	4,092
Stock exchange, authorities, and communication		199	125	283	251
Depreciation and amortization		59	62	120	125
Loss on asset disposal		—	5	—	5
Other financial fees		5	6	8	12
Grants		—	—	(46)	—
General and administrative expenses		6,835	5,737	13,018	12,646

All values are in US Dollars.

14.	NET FINANCIAL COSTS (INCOME)

---	---	---	---	---	---
		For the three-month periods ended		For the six-month periods ended
		June 30, 2024	June 30, 2023	June 30, 2024	June 30, 2023
	****				$
Foreign exchange loss (gain)		717	(1,048)	2,120	(1,079)
Interest income		(1,139)	(761)	(1,891)	(1,397)
Interest expense on lease liabilities		4	5	7	10
Change in fair value - Listed shares		100	375	550	(300)
Change in fair value - Embedded derivative and deferred amount amortization		—	(16,340)	—	(6,061)
Change in fair value - Derivative warrant liability		(14,611)	—	(20,565)	—
Accretion on borrowings and notes		944	1,071	1,926	2,254
Interest on borrowings and notes ^[i]^		(210)	1,692	1,576	3,324
Loss on convertible notes settlement		7,548	—	7,548	—
Net financial costs (income)	****	(6,647)	(15,006)	(8,729)	(3,249)

All values are in US Dollars.

^[i]^ During the three-month period ended March 31, 2024, $671 (US$498) was recorded in interest on borrowings and notes, which corresponds to the accrued interest calculated between February 15, 2024 and March 31, 2024 for Pallinghurst’s and Mitsui’s notes. Since the interest had ceased to accrue as of February 14, 2024, $671 (US$498) was reversed and recorded under accretion on borrowings and notes in the second quarter of 2024, following the receipt of the required regulatory approvals and shareholder approval as per the requirements of Regulation 61-101 respecting Protection of Minority Security Holders.

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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)

15.	ADDITIONAL CASH FLOW INFORMATION

---	---	---	---	---	---	---
				For the six-month periods ended
				June 30, 2024		June 30, 2023
				$		$
Grants receivable and other current assets				264		248
Deferred grants				(254)		99
Mining tax credits				423		(453)
Sales taxes receivable				(105)		987
Prepaid expenses				(923)		2,138
Accounts payable and other				107		(1,549)
Total net change in working capital	****	****	****	(488)	****	1,470

Income tax received				1,006		—
Interest paid				43		—

Non-cash financing activities
Share issue costs included in accounts payable and accrued liabilities				442		119

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


				For the six-month periods ended
				June 30, 2024		June 30, 2023
				$		$
Additions of property, plant and equipment as per note 6	****		****	5,693	****	4,783
Non-cash decrease (increase) of the asset rehabilitation obligation				52		—
Borrowing costs included in Mine under construction				(957)		(213)
Share-based compensation capitalized (non-cash)				(308)		(291)
Grants recognized				6		148
Grants received				(104)		(3,822)
Accounts payable variation related to property, plant and equipment				(411)		6,037
Net cash flow used in investing activities - purchase of property, plant and equipment	****	****	****	3,971	****	6,642

16.	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 six-month periods ended
	June 30, 2024	June 30, 2023	June 30, 2024	June 30, 2023
		$		$
Key management compensation
Employee benefit expenses	570	535	1,120	1,250
Share-based payments	1,419	318	1,856	425
Board fees	224	223	447	452

All values are in US Dollars.

During the three and six-month periods ended June 30, 2024, the Company incurred interest fees of $445 (US$325) and $1,533 (US$1,132) respectively ($1,679 (US$1,250) and $3,296 (US$2,446) for the three and six-month periods ended June 30, 2023) to Mitsui, Investissement Québec and Pallinghurst, as disclosed above in Note 8 – Convertible Notes.

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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.	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 $17,313 (US$12,650) as at June 30, 2024 ($66,227 and US$50,073 as at December 31, 2023) (level 3).

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 June 30, 2024
	Level 1	Level 2	Level 3	Total
Financial Assets at FVTPL
Non-current investments (Equity investment in publicly listed entities)	525	—	—	525
Financial liabilities at FVTPL
Convertible notes - Embedded derivatives (note 8)	—	—	—	—
Warrants (note 9)	—	—	16,422	16,422


	As at December 31, 2023
	Level 1	Level 2	Level 3	Total
Financial Assets at FVTPL
Non-current investments (Equity investment in publicly listed entities)	1,075	—	—	1,075
Financial liabilities at FVTPL
Convertible notes - Embedded derivatives (note 8)	—	—	—	—

There were no transfers between Level 1, Level 2 and Level 3 during the three-month period ended June 30, 2024 (none in 2023).

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.

18.	COMMITMENTS

In the normal course of business, the Company enters into contracts that give rise to commitments. As at June 30, 2024, the Company had issued $4,073 of purchase orders for the acquisition of property, plant and equipment and $3,364 in relation to operations. 17

Table of Contents Exhibit 99.2

MANAGEMENT DISCUSSION & ANALYSIS

For the six-month period ended June 30, 2024

Table of Contents

TABLE OF CONTENTS

TABLE OF CONTENTS‌1 PREAMBLE‌3 PERIOD COVERED‌3 FORWARD-LOOKING STATEMENTS‌3 TECHNICAL INFORMATION AND CAUTIONARY NOTE TO U.S. INVESTORS‌5 MARKET AND INDUSTRY DATA‌5 THE COMPANY‌6 CORPORATE STRUCTURE‌6 VALUE PROPOSITION‌6 HIGHLIGHTS‌7 BUSINESS LINES‌7 MATAWINIE MINE PROJECT‌8 Matawinie Mine Demonstration Plant (Phase 1)‌8 Matawinie Mine (Phase 2)‌8 BÉCANCOUR BATTERY MATERIAL PLANT PROJECT‌9 Battery Material Demonstration Plants‌9 Bécancour Battery Material Plant‌9 UATNAN MINING PROJECT‌10 COMMERCIAL STRATEGY‌10 SALES‌10 PARTNERSHIPS, RESEARCH AND DEVELOPMENT‌10 MARKET UPDATE‌10 RESPONSIBILITIES‌11 GOVERNANCE‌11 LEADERSHIP‌11 RISKS‌11 FINANCING‌11 QUARTERLY RESULTS‌13 SECOND QUARTER AND HALF YEAR RESULTS‌14 EXPLORATION AND EVALUATION EXPENSES‌14 BATTERY MATERIAL PLANT PROJECT EXPENSES‌15 GENERAL AND ADMINISTRATIVE EXPENSES‌16 NET FINANCIAL COSTS‌16

Management Discussion and Analysis	1

Table of Contents

LIQUIDITY AND FUNDING‌16 OPERATING ACTIVITIES‌17 INVESTING ACTIVITIES‌18 FINANCING ACTIVITIES‌18 ADDITIONAL INFORMATION‌18 RELATED PARTY TRANSACTIONS‌18 OFF-BALANCE SHEET TRANSACTIONS‌18 CRITICAL ACCOUNTING ESTIMATES, NEW ACCOUNTING POLICIES, JUDGEMENTS AND ASSUMPTIONS‌18 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT‌18 CONTRACTUAL OBLIGATIONS AND COMMITMENTS‌18 CAPITAL STRUCTURE‌19 SUBSEQUENT EVENTS TO June 30, 2024‌19 ADDITIONAL INFORMATION AND CONTINUOUS DISCLOSURE‌19

Management Discussion and Analysis	2

Table of Contents

PREAMBLE

This Management Discussion and Analysis (“MD&A”) dated August 14, 2024, 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 six-month period ended June 30, 2024, and the consolidated audited financial statements for the years ended December 31, 2023, and December 31, 2022, and related notes. The Company’s consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”), 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 six-month period ended June 30, 2024, with additional information up to August 14, 2024.

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”), which relate to future events or future performance 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 “may”, “would”, “could”, “will”, “should”, “expect”, “intend”, “aim”, “attempt”, “anticipate”, “believe”, “study”, “target”, “estimate”, “forecast”, “predict”, “outlook”, “mission”, “aspire”, “plan”, “schedule”, “potential”, “progress” 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), 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, the possibility that the powerline may or may not be operational in due time for the Matawinie Mine Project commissioning phase, the economic performance and 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, including the completion of the FID (as defined herein), the ability to achieve the Company’s environmental, social and governance (“ESG”) initiatives, the execution of agreements with First Nations, communities and key stakeholders, the Company’s ability to provide high-performing and reliable advanced materials while promoting sustainability and supply chain traceability, 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) and energy storage solutions, the Company’s competitive advantages, macroeconomic conditions, the impact of applicable laws and regulations, the results of the integrated feasibility 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 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, the actual results of current

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development, engineering and planning activities, access to capital and future prices of graphite, new mining operation inherent risks, development activities inherent risks, the uncertainty of processing the Company’s technology on a commercial basis and those factors discussed in the section entitled “Risk Factors” in Company’s most recent annual information form. Forward-looking statements in this MD&A contain, among other things, disclosure regarding: the Company’s development activities and production plans, including the operation of the shaping demonstration plant, the purification demonstration plant, the coating demonstration plant and the concentrator demonstration plant; the construction and commissioning, as applicable, of the Matawinie Mine Project and the Bécancour Battery Material Plant Project; the development of the Uatnan Mining Project, the corporate development and strategy of the Company; the impact of global economic conditions and unforeseen events on the Company’s business and operation, the estimates of mineral resources and mineral reserves; the Company’s green and sustainable lithium-ion active anode material initiatives; the government regulation of mining operations, environmental regulation and compliance; the realization of the expected economics of the construction and operation of the Matawinie Mine Project and the Bécancour Battery Material Plant Project, including the Company’s projected capital and operating expenditures; the ability to obtain sufficient financing and the permitting required for the development of the Matawinie Mine Project and the Bécancour Battery Material Plant Project; and business opportunities that become available to, or are pursued by the Company.

Forward-looking statements are based on assumptions management believes to be reasonable, including but not limited to: general business and economic conditions; the supply and demand for, deliveries of, and the level and volatility of prices for graphite products; the speculative nature of development; changes in mineral production performance and increase in costs, exploitation, exploration and new mines’ start-up successes; the risk that exploration data may be incomplete and additional work may be required to complete further evaluation, including but not limited to drilling, engineering, and socioeconomic studies and investment; the impact of the inflation of the Company’s planned exploration and development activities, the timing of the receipt of necessary regulatory and governmental permits and approvals for the Matawinie Mine Project and Bécancour Battery Material Plant Project; the availability of financing for the Company’s development of its properties and construction of its facilities and installations on reasonable terms; the possibility that the Company may incur additional debt; the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; increased costs, delays, suspensions and technical challenges associated with the development, construction and commissioning of the Matawinie Mine Project and the Bécancour Battery Material Plant Project; the good standing of the Company’s title and claims on its properties; the ability to attract and retain skilled staff and maintain positive relationships with the staff; the risk of relying on consultants; development and production timetables; competition and market risks; pricing pressures; the accuracy of the Company’s mineral resource and mineral reserve estimates (including, with respect to size, grade and recoverability) as well as the geological, operational and price assumptions on which they are based; the volatile nature of the share price of a resources company and public corporation obligations, currency fluctuations, the fact that certain business improvement initiatives are still in the early stages of evaluation, 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; and such other assumptions and factors as set out herein and in this MD&A.

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. 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.

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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 Technical Feasibility Study Report for the Matawinie Mine and Bécancour Battery Material Plant Integrated Graphite Projects”, effective July 6, 2022, and available on SEDAR+ and EDGAR (the “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 “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.

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 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. Actual outcomes may vary materially from those forecasted in such reports or publications, and the prospect for material variation can be expected to increase as the length of the forecast 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.

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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”), NOU on the TSX Venture Exchange (“TSXV”), and NM9A on the Frankfurt Stock Exchange.

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 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. In recognition of these circumstances, the Company completed a private placement for aggregate gross proceeds of US$50 million, with General Motors Holding LLC (“GM”) and Panasonic Holdings Corporation (“Panasonic”) on February 28, 2024.

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 manufacturing operations to supply the global economy with carbon-neutral active anode material to power electric vehicles (“EV”) and renewable energy storage systems. The Company is developing a fully integrated ore-to-battery-material source of graphite-based active anode material in Québec, Canada. With enviable ESG standards and structuring partnerships with anchor customers, NMG is set to become a strategic supplier to the world’s leading lithium-ion battery and EV manufacturers, providing high-performing and reliable advanced materials while promoting sustainability and supply chain traceability.


Vision	Drive the transition to a decarbonized and just future through sustainable graphite-based solutions.
Mission	Provide the greenest advanced graphite materials with a carbon-neutral footprint for a sustainable world.
Values	Caring, responsibility, openness, integrity, and entrepreneurial spirit.

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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 plant (the “Bécancour Battery Material Plant”), both of which are progressing concurrently towards 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 world-class Matawinie and Lac Guéret graphite deposits, its proprietary technologies, and clean hydroelectricity powering its operations. The Company is developing what is projected to be North America’s first and largest fully integrated natural graphite production.

HIGHLIGHTS

»	Accelerated engineering of Phase-2 facilities to update the results of the Company’s integrated ore-to-anode-material feasibility study in view of the latest technological advancements, specific requirements from Panasonic Energy Co., Ltd. (“Panasonic Energy”), a wholly owned subsidiary of Panasonic, and GM (collectively, the “Anchor Customers”), capital expenditure (“CAPEX”) optimization, and other project planning developments, in preparation for the final investment decision (“FID”).
»	Preliminary work is ongoing at the Phase-2 Bécancour Battery Material Plant site in preparation for the launch of construction.
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»	Approval by the regulatory body of the powerline path set to connect the Matawinie Mine to the hydropower network.
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»	Progress on the development of zero-emission equipment for the Matawinie Mine by Caterpillar Inc. (“Caterpillar”) as a result of direct involvement from respective technical and mining teams informing an integrated solution tailored to NMG’s site.
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»	Issuance of NMG’s 2023 ESG Report demonstrating continued progress in environmental stewardship, engagement with stakeholders and First Nations, climate action, and sound governance.
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»	NMG was awarded a $500 research grant to advance the development of versatile next-generation active anode materials.
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»	Closing of an aggregate US$37,500 private placement by strategic partner Mitsui & Co., Ltd. (“Mitsui”) and long-time investor Pallinghurst Bond Limited (“Pallinghurst”) to surrender and cancel their convertible notes.
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»	Continued commercial engagement with tier1 battery and EVs manufacturers for the balance (approximately 15%) of the Phase-2 Bécancour Battery Material Plant active anode material production.
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»	Favorable market conditions exemplified by 9.9% year-to-date increase in natural graphite prices (Benchmark Mineral Intelligence, June 2024), increasing demand for anode materials in the Western World, announced 25% US tariff on Chinese imports, and sustained growth (20%) in global EV sales (Rho Motion, July 2024).
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»	Reappointment of the Directors and adoption of all resolutions submitted at the Company’s Annual General and Special Meeting of Shareholders.
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»	Twelve-month rolling total recordable injury frequency rate of 2.57 and severity rate of 0 at the Company’s facilities; and no major environmental incidents.
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»	Period-end cash position of $73,876.
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BUSINESS LINES

Striving to establish a local, carbon-neutral, and traceable turnkey supply of graphite-based advanced materials for the Western World, the Company is advancing an integrated business operation, from responsible mining to advanced manufacturing. NMG is extracting and processing natural flake graphite to produce active anode material in its demonstration plants, an essential component in lithium-ion batteries used in EVs, energy storage solutions, and consumer technology applications.

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



Matawinie Mine Project
Phase 1: Matawinie Mine Demonstration Plant
	Concentrator Demonstration Plant	In production.
Phase 2: Matawinie Mine		Groundworks completed; concrete-ready in preparation for launch of construction. Detailed engineering, construction planning, and procurement strategy advancing diligently.
Bécancour Battery Material Plant Project
Phase 1: Battery Material Demonstration Plants
	Shaping Demonstration Plant	In production.
	Purification Demonstration Plant	In production.
	Coating Demonstration Plant	Batch testing in view of production ramp-up.
Phase 2: Bécancour Battery Material Plant		Preliminary works is ongoing. Active engineering based on Anchor Customers’ specifications underway to update operational parameters and optimize CAPEX in view of FID.
Uatnan Mining Project
Phase 3: Uatnan Mining Project		PEA completed; detailed work plan for subsequent studies ready for deployment. Assessment of potential sites for processing plants initiated.

MATAWINIE MINE PROJECT

NMG is advancing the development of its flagship Matawinie graphite property, in which the Company owns a 100% interest, to produce about 103,000 tonnes per annum (“tpa”) of graphite concentrate over the 25-year life of mine.

Matawinie Mine Demonstration Plant (Phase 1)

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.

Matawinie Mine (Phase 2)

Following the issuance of the governmental decree authorizing the project, NMG carried out early works as of 2021 to prepare the site for the mine industrial platform and the access road connecting the project to the local highway. The site is now concrete-ready in preparation for the upcoming construction once FID is reached.

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The Company is advancing an integrated project team (“IPT”) model where NMG’s owner team is assisted by strategic partners in engineering, procurement, construction management and project controls. The IPT strategy offers several advantages, including greater control over the project's direction as well as reduced project management and engineering costs.

»	Detailed engineering is progressing with key engineering firms.
»	NMG’s project team is working closely with its construction manager to prepare key deliverables for the pre-construction phase, including a detailed construction sequence and schedule, the contracting strategy, as well as health and safety, environment, and quality programs.
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»	Updated cost projections reflecting the advancement in engineering, cost optimization, and construction planning are being prepared for the updated integrated feasibility study underway.
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»	Permit/authorization applications for the upcoming construction are being submitted in line with the project execution schedule.
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The Company is reporting progress on the development of zero-emission equipment for the Matawinie Mine on the basis of strategic agreements with Caterpillar. Site visits, prototypes demonstrations and modeling solutions inform dynamically NMG’s electrification plans and the development of an integrated tailored solution for the Matawinie Mine covering the fleet, charging infrastructure and operating site management.

The final path for the dedicated powerline set to connect the Matawinie Mine to Hydro-Québec’s hydropower network for enabling the full electrification of the Matawinie Mine was reviewed and approved by the regulatory authorities. Hydro-Québec, which NMG has mandated to build and operate the 120-kV electrical line, is now actively updating execution plans, engagement with landowners and construction schedules. The powerline is set to be operational in time for the Matawinie Mine commissioning phase.

BÉCANCOUR BATTERY MATERIAL PLANT PROJECT

The Company’s planned Bécancour Battery Material Plant constitutes NMG’s comprehensive advanced manufacturing platform for graphite refining. It is set to produce about 43,000 tpa of active anode material plus other specialty products.

Battery Material Demonstration Plants ****

The Company is producing active anode material samples as per its Anchor Customers’ and other potential customers’ specifications via its commercial-scale equipment modules. In addition to supporting commercial engagement, production at Phase-1 facilities enables technological optimization of advanced manufacturing processes and advancement of engineering, vendor selection for Phase-2 equipment, and refinement of operational parameters.

Bécancour Battery Material Plant

NMG is carrying over the same IPT execution strategy for the construction of its Phase-2 Bécancour Battery Material Plant as for the Matawinie Mine.

»	NMG’s project team is working closely with its Construction Manager to prepare key deliverables for the pre-construction phase, including a detailed construction sequence and schedule, the contracting strategy, as well as health and safety, environment, and quality programs.
»	Tree clearing and on-site road construction activities are ongoing.
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»	Permit/authorization applications for the upcoming construction are being submitted in line with the project execution schedule.
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The Company is currently updating production parameters, engineering and cost projections for the Phase-2 Bécancour Battery Material Plant in line with its Anchor Customers’ specifications. The exercise supports a review of the feasibility study results for its integrated ore-to-anode-material Phase 2. Outputs will support project financing in view of FID.

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UATNAN MINING PROJECT

Leveraging the Lac Guéret Property, now wholly-owned by NMG, the Uatnan Mining Project is being planned with a focus on battery material feedstock to support current commercial discussions and favorable market conditions, 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 (the “PEA”)

On the basis of its positive PEA, NMG has mapped out a detailed workplan to enable the preparation of a feasibility study, including on-site fauna and flora inventories, geological surveys, environmental studies, impact assessment, stakeholder consultation, etc.

»	An initial technical and economic planning study covering camp and logistics requirements is currently being carried out by a local engineering firm to inform next steps.

The Company has initiated the assessment of industrial sites for the establishment of battery material plants to refine the future Uatnan graphite concentrate production, including in Québec, Europe and the U.S., close to its potential customer base.

COMMERCIAL STRATEGY

SALES

In addition to offtake agreements signed with Anchor Customers Panasonic Energy and GM, NMG is actively engaged with other tier-1 potential customers for offtake agreement(s) on the balance of its Phase-2 active anode material production accompanied by strategic investments. The Company’s Phase-1 operations support technical marketing and product qualification efforts with said manufacturers.

PARTNERSHIPS, RESEARCH AND DEVELOPMENT

In June 2024, NMG was awarded a $500 research grant from the Québec Ministry of Natural Resources to develop a versatile next-generation active anode material that meets the highest performance standards without sacrificing production yield. The grant directly supports NMG’s research and development portfolio to refine its line of specialty products targeting innovation, reduced environmental footprint, and increased competitiveness.

MARKET UPDATE

Following a period of pressured market conditions, Q2-2024 generated a 9.9% year-to-date increase in natural graphite pricing according to Benchmark Mineral Intelligence’s index (June 2024). The anode material market is experiencing a steady rise in demand, matched by incremental expansions in production capacities, especially outside of China. Long-term growth is bolstered by investments in ex-China natural anode material capacity and recently announced 25% US tariff on Chinese natural graphite imports starting in 2026.

Looking ahead, a sustained deficit in active anode material supply is anticipated to drive prices higher, with the market expected to enter a prolonged deficit phase from 2029 onward. Demand for active anode materials is projected to reach approximately 1.37 million tonnes in 2024, a 32% increase from 2023 (Benchmark Mineral Intelligence, July 2024). The market is largely driven by EVs, and secondarily by energy storage systems and portable electronics.

Despite signs of a potential slowdown in EV adoption, the industry, particularly for major automakers like Hyundai, Kia and Ford, showed robust growth with sales surging between 56% and 86% year-over-year (Bloomberg, May 2024). In the first half of 2024, global EV sales reached 7 million units, marking a 20% increase in comparison with the same period last year (Rho Motion, July 2024).

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Market conditions remain favorable to NMG’s business strategy, especially with long-term incentives and trade instruments from Western governments targeting onshoring and friendshoring of battery materials.

RESPONSIBILITIES

On a foundation of accountability with a view to contributing to global sustainability goals, NMG publishes an annual ESG Report to present its governance of material topics, disclose its performance, and highlight significant milestones and targets. The Company is committed to engaging in this transparency exercise yearly to provide its stakeholders with a comprehensive set of data on its ESG performance. The 2023 ESG Report was issued on May 15, 2024, and is available on NMG’s website.

For the twelve-month rolling period ended June 30, 2024, NMG reported a total recordable injury frequency rate of 2.57 and severity rate of 0 at the Company’s facilities. There were no environmental incidents during this period.

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

»	Discussions between NMG and the Atikamekw First Nation of Manawan are progressing well toward the adoption of an Impact and Benefit Agreement for the Matawinie Mine in line with the two previously signed agreements.
»	NMG is also engaged in an open dialogue with the W8banaki First Nation; territory guardians were consulted prior to preliminary works on NMG’s Bécancour land.
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GOVERNANCE

LEADERSHIP

At the Company’s Annual General and Special Meeting of Shareholders held on June 27, 2024, each of the eight nominees were reappointed as Directors of NMG. Shareholders also adopted all other resolutions submitted for their approval, including the appointment of PricewaterhouseCoopers LLP as the auditors of the Company to hold office until the close of the next annual meeting of the Company and the authority given to directors to set its compensation, and the ratification and confirmation of the stock option plan of the Company.

The Board of Directors has reorganized and renamed certain standing committees to better align with prevalent corporate governance rules and best practices. The following committees support the Board of Directors activities: the Audit Committee, the Human Resources Committee, the Governance Committee, the ESG Committee, and the Projects and Development Committee. Charters are available on the Corporation’s website at www.NMG.com.

RISKS

The Company operates in an industry that contains various risks and uncertainties. For a more comprehensive discussion of these inherent risks, see “Risk Factors”’ in the Company’s most recent annual information form on file on the Company’s profile on SEDAR+ and on EDGAR.

FINANCING

On May 2, 2024, the Company closed a private placement of 18,750,000 Common Shares and 18,750,000 Warrants with Mitsui and Pallinghurst to surrender and cancel their convertibles notes dated November 8, 2022, for a total value of US$37,500, on the same pricing and other terms as the Tranche 1 Investment from Panasonic and GM. The private placement was approved by the TSX Venture Exchange under Policy 5.9 – Protection of Minority Security Holders in Special

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Transactions and NMG shareholders as per requirements of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (“MI 61-101”) during a shareholders meeting held on May 1, 2024.

NMG continues to advance financing efforts for the development of its fully vertically integrated Phase-2 operations, combining the Bécancour Battery Material Plant and Matawinie Mine. The review of the 2022 feasibility study results underpins active discussions with multiple governmental agencies and programs, strategic investors, and lenders with a view of firming up a robust capital structure that leverages the most advantageous conditions, including fiscal incentives.

»	The Company has mandated an external tax specialist firm to analyze and optimize the eligibility of its Phase-2 CAPEX in regard to the new Canadian Investment Tax Credit for Clean Technology Manufacturing announced in the 2023 budget, a refundable tax credit of up to 30% of eligible capital expenditures.

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QUARTERLY RESULTS

During the three-month period ended June 30, 2024, the Company recorded a net loss of $11,082 (net income of $1,264 in 2023), a basic and diluted loss per share of $0.10 (a basic earnings per share of $0.02 and diluted loss per share of $0.02 in 2023).


Description	Q2-2024	Q1-2024	Q4-2023	Q3-2023
	(note a)	(note b)	(note c)	(note d)
				$
Revenue	—	—	—	—
Net loss (income)	11,082	32,237	16,575	15,526
Basic loss (earnings) per share	0.10	0.43	0.27	0.26
Diluted loss (earnings) per share	0.10	0.43	0.27	0.26

All values are in US Dollars.


Description	Q2-2023	Q1-2023	Q4-2022	Q3-2022
	$	$	$	$
Revenue	—	—	—	—
Net loss (income)	(1,264)	25,146	4,836	12,765
Basic loss (earnings) per share	(0.02)	0.45	0.09	0.23
Diluted loss (earnings) per share	0.02	0.45	0.13	0.23

a)	The net loss in Q2-2024 increased by $12,346 compared to Q2-2023 mainly due to the progress of engineering studies for the Phase-2 Bécancour Battery Material Plant, increased vesting expenses of stock options due to additional options granted to key employees that vest upon FID, a gain of $16,529 in 2023 (nil in 2024) related to the fair value revaluation of the embedded derivatives partially offset with the loss on the convertible notes settlement of $7,548 in 2024 (nil in 2023).
b)	The net loss in Q1-2024 increased by $7,091 compared to Q1-2023 mainly due to the $18,625 expense recorded in the consolidated statement of loss and comprehensive loss related to the acquisition of the Lac Guéret Property from Mason, increased engineering and depreciation expenses representing $2,576 for the Bécancour Battery Material Plant Project segment, partially offset by a $5,955 gain related to the fair value revaluation of the derivative warrant liability in Q1-2024. However, this was also offset with the $10,041 loss related to the fair value revaluation of the embedded derivatives of the convertible notes in Q1-2023 (nil in Q1-2024).
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c)	The net loss in Q4-2023 increased by $11,739 compared to Q4-2022 mainly due to a gain of $11,199 in the fourth quarter of 2022 related to the fair value adjustment of the embedded derivatives on the convertible notes.
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d)	The net loss in Q3-2023 increased by $2,761 compared to Q3-2022 mainly due to an increase in operational expenses following the commissioning of the Coating Demonstration Plant and Shaping Demonstration Plant during the second quarter of 2023, followed with an increase of $644 in connection with the ramp-up of engineering work for the Phase-2 Bécancour Battery Material Plant. Those increases were slightly offset by a decrease in Director & Officer (“D&O”) insurance fees.
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SECOND QUARTER AND HALF YEAR RESULTS

EXPLORATION AND EVALUATION EXPENSES


	For the three-month periods ended		For the six-month periods ended
Description	June 30, 2024	June 30, 2023	June 30, 2024	June 30, 2023
				$
Wages and benefits (a)	1,023	776	2,073	1,591
Share-based compensation	385	121	524	200
Consulting fees (b)	22	1,425	43	1,600
Materials, consumables, and supplies	185	178	336	344
Maintenance and subcontracting	176	72	288	276
Geology and drilling	—	8	—	8
Utilities	91	92	180	196
Depreciation and amortization	65	64	128	137
Other	68	68	110	133
Uatnan Mining Project (c)	7	4	18,654	99
Grants	(9)	(24)	(26)	(78)
Tax credits	(170)	(44)	(244)	(119)
Exploration and evaluation expenses	1,843	2,740	22,066	4,387

All values are in US Dollars.

a)	The increase of $482 in wages and benefits for the six-month period ended June 30, 2024, is mainly due to new hires to support operations.
b)	The decrease of $1,403 and $1,557 in consulting fees for the three and six-month periods ended June 30, 2024, respectively, is mainly due to the definitive agreement signed with Caterpillar in 2023.
---	---
c)	The increase of $18,555 for the six-month period ended June 30, 2024, 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 11 of the condensed consolidated interim financial statements.
---	---

Management Discussion and Analysis	14

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BATTERY MATERIAL PLANT PROJECT EXPENSES


	For the three-month periods ended		For the six-month periods ended
Description	June 30, 2024	June 30, 2023	June 30, 2024	June 30, 2023
				$
Wages and benefits (a)	1,414	1,058	2,684	1,966
Share-based compensation	211	74	270	149
Engineering (b)	3,743	1,524	6,362	3,043
Consulting fees	243	343	400	546
Materials, consumables, and supplies	525	512	1,191	1,112
Maintenance and subcontracting	477	480	1,139	876
Utilities	91	82	279	296
Depreciation and amortization (c)	2,401	1,600	4,896	2,621
Other	85	57	140	91
Grants	(134)	(231)	(257)	(468)
Tax credits	(105)	(334)	(339)	(334)
Battery Material Plant project expenses	8,951	5,165	16,765	9,898

All values are in US Dollars.

a)	The increase of $356 and $718 in wages and benefits for the three and six-month periods ended June 30, 2024, respectively, is mainly due to the new hires made to support operations at the Purification Demonstration Plant and to support the activities of the Phase-2 Bécancour Battery Material Plant.
b)	The increase of $2,219 and $3,319 in engineering expenses for the three and six-month periods ended June 30, 2024, respectively, is due to the progression of engineering studies, construction planning activities, and the refinement of operational parameters to support the advancement of the Phase-2 Bécancour Battery Material Plant.
---	---
c)	The increase of $801 and $2,275 for the three and six-month periods ended June 30, 2024, respectively, is mainly due to the depreciation expenses related to the Coating Demonstration Plant and a second unit for the Shaping Demonstration Plant, both being placed in service during the second quarter of fiscal year 2023.
---	---

Management Discussion and Analysis	15

Table of Contents

GENERAL AND ADMINISTRATIVE EXPENSES


	For the three-month periods ended		For the six-month periods ended
Description	June 30, 2024	June 30, 2023	June 30, 2024	June 30, 2023
				$
Wages and benefits	1,767	1,637	3,630	3,699
Share-based compensation (a)	1,992	610	2,649	1,039
Professional fees (b)	673	381	2,108	1,413
Consulting fees (c)	425	698	889	1,453
Travelling, representation and convention	332	347	452	557
Office and administration (d)	1,383	1,866	2,925	4,092
Stock exchange, authorities, and communication	199	125	283	251
Depreciation and amortization	59	62	120	125
Loss on asset disposal	—	5	—	5
Other financial fees	5	6	8	12
Grants	—	—	(46)	—
General and administrative expenses	6,835	5,737	13,018	12,646

All values are in US Dollars.

a)The increase in share-based compensation expenses of $1,382 and $1,610 for the three and six-month periods ended June 30, 2024, respectively, is due to additional options granted to key employees in April 2024 that vest upon a positive FID.

b)The increase in professional fees of $695 for the six-month period ended June 30, 2024, is mostly due to legal fees attributable to the warrants in the private placement with GM and Panasonic closed in February 2024, and the private placement with Mitsui and Pallinghurst closed in May 2024. For more details on the accounting treatment of these transactions, refer to note 9 of the condensed consolidated interim financial statements.

c)The decrease in consulting fees of $273 and $564 for the three and six-month periods ended June 30, 2024, respectively, is mostly due to increased activities in connection with technical audits and due diligence processes for potential lenders in 2023.

d)The decrease in office and administration fees of $483 and $1,167 for the three and six-month periods ended June 30, 2024, respectively, is mainly due to lower D&O insurance fees.

NET FINANCIAL COSTS

The decrease of $5,480 in financial costs for the six-month period ended June 30, 2024, is mainly due to the gain of $20,565 related to the fair value revaluation of the derivative warrant liability. This was partially offset by the loss on the settlement of convertible notes of $7,548 following the completion of the private placement with Mitsui and Pallinghurst on May 2, 2024, combined with the gain of $6,488 related to the fair value revaluation of the embedded derivatives of the convertible notes in 2023 (nil in 2024).

LIQUIDITY AND FUNDING

As at June 30, 2024, the difference between the Company’s current assets and current liabilities was $36,823, including $73,876 in cash and cash equivalents.

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.

Management Discussion and Analysis	16

Table of Contents

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 as a result 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 June 30, 2024, the Company’s short-term liabilities totalling $43,433 ($65,608 as at December 31, 2023) have contractual maturities of less than one year and are subject to normal trade terms, except for the convertibles notes that are convertible into units and the derivative warrant liability, which entitle the holder to acquire common shares. The Company regularly evaluates its cash position to ensure preservation and security of capital as well as maintenance of liquidity.


				As at June 30, 2024
	Carrying	Contractual	Remainder of	Year	Year	2027 and
	amount	cash flows	the year	2025	2026	Onward
Accounts payable and other	10,699	10,699	10,699	—	—	—
Lease liabilities	1,897	2,184	271	536	358	1,019
Borrowings	1,135	1,275	150	300	300	525
Convertible Notes – Host^[i]^	14,615	17,109	—	17,109	—	—

[i]The Convertible Note is converted at the spot rate as at June 30, 2024.

For the six-month period ended June 30, 2024, the Company had an average monthly cash expenditure rate of approximately $4,548, 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 six-month periods ended
Cash flows provided by (used in)	June 30, 2024		June 30, 2023
	$		$
Operating activities before the net change in working capital items	(23,013)		(21,451)
Net change in working capital items	(488)		1,470
Operating activities	(23,501)		(19,981)
Investing activities	(3,784)		(6,487)
Financing activities	64,830		26,716
Effect of exchange rate changes on cash and cash equivalents	(1)		(324)
Increase (decrease) in cash and cash equivalents	37,544	****	(76)

OPERATING ACTIVITIES

For the six-month period ended June 30, 2024, cash outflows from operating activities totalled $23,501, while cash outflows totalled $19,981 for the same period in 2023. The cash outflows were higher due to a greater net loss as described in the above sections and a negative variance in the net change in working capital items of $488. Further details regarding the net change in working capital items are provided in note 15 of the condensed consolidated interim financial statements.

Management Discussion and Analysis	17

Table of Contents

INVESTING ACTIVITIES

For the six-month period ended June 30, 2024, cash used in investing activities totalled $3,784 whereas for the same period in 2023 investing activities totalled $6,487. The variance is mainly due to timing of accounts payable payments related to property, plant, and equipment acquisitions. This was partially offset by higher grants cashed in connection with the coating demonstration plant in 2023.

FINANCING ACTIVITIES

For the six-month period ended June 30, 2024, the Company had net cash receipts related to financing of $64,830 whereas for the same period in 2023, cash inflow related to financing activities totalled $26,716. The variance is mainly due to the closing of the private placement with GM and Panasonic for gross proceeds of $67,870.

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 six-month periods ended
	June 30, 2024	June 30, 2023	June 30, 2024	June 30, 2023
		$		$
Key management compensation
Employee benefit expenses	570	535	1,120	1,250
Share-based payments	1,419	318	1,856	425
Board fees	224	223	447	452

All values are in US Dollars.

During the six-month period ended June 30, 2024, the Company incurred interest fees to Mitsui, Investissement Québec, and Pallinghurst. For more details, refer to note 8 of the condensed consolidated interim financial statements.

OFF-BALANCE SHEET TRANSACTIONS

There are no off-balance sheet transactions.

CRITICAL ACCOUNTING ESTIMATES, NEW ACCOUNTING POLICIES, JUDGEMENTS AND ASSUMPTIONS

Refer to note 3, 4 and 5 in the condensed consolidated interim unaudited financial statements for the three and six-month periods ended June 30, 2024, and notes 3, 4, and 5 in the Company’s audited consolidated financial statements for the year ended December 31, 2023.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Refer to note 17 in the condensed consolidated interim unaudited financial statements for the three and six-month periods ended June 30, 2024.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

Refer to note 18 in the condensed consolidated interim unaudited financial statements for the three and six-month periods ended June 30, 2024.

Management Discussion and Analysis	18

Table of Contents

CAPITAL STRUCTURE


		As at August 14, 2024
Common shares		112,553,651
Options		8,192,500
Warrants		43,750,000
Warrants - Convertible Notes		2,500,000
Convertible Notes		2,500,000
Other reserves - settlement of interests on Convertible Notes		762,785
Fully diluted	****	170,258,936

SUBSEQUENT EVENTS TO June 30, 2024

There are no subsequent events to report.

ADDITIONAL INFORMATION AND CONTINUOUS DISCLOSURE

The Company is required to comply with National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings. The certification of interim filings requires us to disclose in the MD&A any changes in our internal controls over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. We confirm that no such changes were made to the internal controls over financial reporting during the three and six-month periods ended June 30, 2024. The Chief Executive Officer and Chief Financial Officer have signed form 52-109F1, Certification of Annual Filings, which can be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

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.

August 14, 2024


/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	19

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 June 30, 2024.

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 April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 14, 2024
/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 June 30, 2024.

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: August 14, 2024
/s/ Charles-Olivier Tarte
Charles-Olivier Tarte
Chief Financial Officer

NMG 6-K