NMG 6-K
Nouveau Monde Graphite Inc. (NMG)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the monthof November 2025
Commission File Number: 001-40416
Nouveau MondeGraphite Inc.****(Translation of registrant’s name into English)
481 rue BrassardSaint-Michel-des-Saints, QuebecCanada J0K 3B0
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ¨ Form 40-F x
DOCUMENTS TO BE FILED AS PART OF THIS FORM 6-K
| 99.1 | Press Release dated October 1, 2025 |
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| 99.2 | Press Release dated October 31, 2025 |
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| 99.3 | Press Release dated October 31, 2025 |
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| 99.4 | Press Release dated October 31, 2025 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
| Nouveau Monde Graphite Inc. | |
|---|---|
| (Registrant) | |
| Date: November 7, 2025 | /s/ Josée Gagnon |
| Josée Gagnon | |
| Vice President, Legal Affairs & Corporate Secretary |
Exhibit 99.1
NMG Pays Accrued Interests
MONTRÉAL--(BUSINESS WIRE)--October 1, 2025--Nouveau Monde Graphite Inc. (“NMG” or the “Company”) (NYSE: NMG, TSX: NOU) announces the payment of accrued interests as part of a previously announced private placement.
Settlement of Accrued Interests
Upon the approval of the Toronto Stock Exchange and the New York Stock Exchange (the “Exchanges”), the accrued interests owed to Investissement Québec (“Holder”) for the third quarter of 2025 under the unsecured convertible note, as amended and restated, (the “Note”) issued in connection with the private placement announced by press release dated November 8, 2022, will be deemed paid.
106,161 common shares at a price of US$2.79 (each, a “Common Share”) representing an aggregate amount of US$296,189 will be issued and share certificates will be delivered to the Holder at the maturity, conversion or redemption of the Note in payment of the accrued interests due on September 30, 2025, for the third quarter of the year. The issuance of Common Shares is subject to the approval of the Exchanges and, when issued, will be subject to a hold period of four (4) months and one day.
The payment of interest in the form of Common Shares of the Corporation takes place in favor of Investissement Québec, a holder of more than 10% of the securities of the Company, which constitutes a “transaction with a related party” within the meaning of Regulation 61-101 on measures to protect minority holders during specific transactions (“Regulation 61-101”). However, the directors of the Company, who voted, have determined that the exemptions from the official valuation obligation and the approval of minority holders, provided for in sections 5.5 a) and 5.7 1) a) of Regulation 61-101 respectively, may be invoked as neither the fair market value of the shares issued to this insider nor the fair market value of the consideration paid does not exceed 25% of the market capitalization of the Company. No director of the Company has expressed a contrary opinion or disagreement in connection with the foregoing.
About Nouveau Monde Graphite
Nouveau Monde Graphite is an integrated company developing responsible mining and advanced processing operations to supply the global economy with carbon-neutral active anode material to power 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 recognized 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 advanced materials while promoting sustainability and supply chain traceability. www.NMG.com
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Cautionary Note Regarding Forward-Looking Information
All statements, other than statements of historical fact, containedin this press release including, but not limited to those describing the potential conversion of the Notes, the issuance of the CommonShares and those statements which are discussed under the “About Nouveau Monde Graphite” paragraph and elsewhere in the pressrelease which essentially describe the Company’s outlook and objectives, constitute “forward- looking information” or “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of Canadian and UnitedStates securities laws, and are based on expectations, estimates and projections as of the time of this press release. Forward-lookingstatements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of thetime of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Theseestimates and assumptions may prove to be incorrect. Moreover, these forward-looking statements were based upon various underlying factorsand assumptions, including the current technological trends, the business relationship between the Company and its stakeholders, the abilityto operate in a safe and effective manner, the timely delivery and installation of the equipment supporting the production, the Company’sbusiness prospects and opportunities and estimates of the operational performance of the equipment, and are not guarantees of future performance.
Forward-looking statements are subjectto known or unknown risks and uncertainties that may cause actual results to differ materially from those anticipated or implied in theforward-looking statements. Risk factors that could cause actual results or events to differ materially from current expectations include,among others, delays in the scheduled delivery times of the equipment, the ability of the Company to successfully implement its strategicinitiatives and whether such strategic initiatives will yield the expected benefits, the availability of financing or financing on favorableterms for the Company, the dependence on commodity prices, the impact of inflation on costs, the risks of obtaining the necessary permits,the operating performance of the Company’s assets and businesses, competitive factors in the graphite mining and production industry,changes in laws and regulations affecting the Company’s businesses, political and social acceptability risk, environmental regulationrisk, currency and exchange rate risk, technological developments, the impacts of the global COVID-19 pandemic and the governments’responses thereto, and general economic conditions, as well as earnings, capital expenditure, cash flow and capital structure risks andgeneral business risks. A further description of risks and uncertainties can be found in NMG’s Annual Information Form datedMarch 30, 2025, including in the section thereof captioned “Risk Factors”, which is available on SEDAR+ at www.sedarplus.caand on EDGAR at www.sec.gov. Unpredictable or unknown factors not discussed in this Cautionary Note could also have material adverseeffects on forward-looking statements.
Many of these uncertainties and contingencies can directly orindirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-lookingstatements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future eventscould differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose ofproviding information about management’s expectations and plans relating to the future. The Company disclaims any intention orobligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual eventsand such forward-looking statements, except to the extent required by applicable law.
Neither the Toronto Stock Exchange nor its Regulation ServicesProvider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracyof this release.
Further information regarding the Company is available in the SEDAR+database (www.sedarplus.ca), and for United States readers on EDGAR (www.sec.gov),and on the Company’s website at: www.NMG.com
Contacts
MEDIA
Julie Paquet
VP Communications & ESG Strategy
+1-450-757-8905 #140
INVESTORS
Marc Jasmin
Director, Investor Relations
+1-450-757-8905 #993
Exhibit 99.2
PRESS RELEASE
For immediate release
NMG FinalizesMultiple Offtake Agreements for its Phase-2 Graphite Production Demonstrating Strong Support from
Canadian Government and Customers
| + | Signature of binding supply and marketing term sheets with the<br>Government of Canada providing for an aggregate 30,000 tpa of graphite concentrate to be placed with Canada and allied countries or entities<br>for strategic applications, with a seven-year offtake term. |
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| + | Revised binding offtake agreement with Panasonic Energy to fast-track<br>the construction and launch of production of 13,000 tpa of active anode material via NMG’s Phase-2 integrated value chain. |
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| + | Finalized updated commercial and marketing agreement with Traxys<br>for 20,000 tpa of graphite concentrate for the refractory market, including a firm take-or-pay volume, to be executed subject to Traxys<br>board approval. |
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| + | Ongoing negotiations with an established anode manufacturer<br>to secure up to 30,000 tpa of graphite concentrate, which would include a firm take-or-pay volume, from the Phase-2 Matawinie Mine to<br>potentially support GM active anode material needs and other customers. |
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| + | Matawinie Mine Project financing process progressing well with<br>due diligence exercises nearing completion and long-form term sheet negotiations ongoing ahead of respective lenders’ credit committees. |
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MONTRÉAL, CANADA, October 31,2025 – While western leaders are gathered in Canada for the G7 Energy and Environment Ministers’ Meeting, Nouveau Monde Graphite Inc. (collectively with its wholly owned subsidiaries, “NMG” or the “Company”) (NYSE: NMG, TSX: NOU) announces commercial agreements with the Government of Canada; Panasonic Energy Co., Ltd. (“Panasonic Energy”), a wholly owned subsidiary of Panasonic Holdings Corporation (“Panasonic”) (TYO: 6752); and Traxys North America LLC (“Traxys”); as well as ongoing negotiations with an established anode manufacturer (the “Manufacturer”). With these commercial agreements and arrangement potentially covering almost 100% of the future Phase-2 Matawinie Mine flake graphite volumes, NMG is set to advance project financing discussions towards a final investment decision (“FID”) to launch the construction of its commercial production for serving strategic growth industries in the Western World, including energy, defense, technology, and manufacturing.
Eric Desaulniers, Founder, President, and CEO of NMG, stated: “In today’s dynamic environment, we have demonstrated our agility and market relevance by diversifyingour commercial base and streamlining the path to securing bankable, multiyear agreements. Commercial agreements crystalized around thefuture graphite production volumes of the Phase-2 Matawinie Mine now provide our targeted financial partners with visibility on the project’sbankability and risk profile, helping move forward with confidence toward a final investment decision and the launch of commercial operations.Our development plan is ever stronger and timed to lessen risks and capitalize on firm orders. NMG stands as a strategic player for supportingenergy autonomy, national security, and manufacturing efforts of governments and industries across the Western World.”
The Honourable Tim Hodgson, Minister of Energy and Natural Resources, Government of Canada, said: “Canada is proud to support Nouveau Monde Graphite in advancing critical mineraldevelopment that aligns with our national priorities and international commitments and sign a strategic offtake agreement that will strengtheneconomic and national security. Through the Critical Minerals Production Alliance, we are working to deploy sovereign tools, mobilizeinvestments and financing, and secure offtake arrangements to accelerate the development of secure, resilient critical minerals supplychains. These minerals will power the clean energy transition, strengthen our defence and manufacturing capabilities, and position Canadaas a trusted supplier to our allies.”
Claude Guay, Parliamentary Secretary to the Minister of Energy and Natural Resources, added: “Canada’s support for Nouveau Monde Graphite reflects our commitment to responsibleresource development and international collaboration. By advancing projects that align with the goals of the Critical Minerals ProductionAlliance, we are helping to build resilient supply chains, drive innovation, and bolster Canada’s position as a trusted global partnerin the continued development of more clean energy and advanced manufacturing.”
Eric Desaulniers, added: “We are exceptionallypleased to welcome the Government of Canada as an offtake partner. Government of Canada’s proactive role in aggregating demand fromallied nations and strategic industrial stakeholders reinforces the credibility of our commercial strategy. This endorsement providesa strong signal to our lenders and investors as we accelerate toward a final investment decision for the Phase-2 Matawinie Mine.”
Canadian Leadership for Allied Nations andStrategic Markets
NMG has signed a binding term sheet with the Government of Canada for a seven-year offtake of 30,000 tonnes per annum (“tpa”) of graphite concentrate reserved for Canada and allied countries and entities for strategic applications and commercialization in domestic markets.
Through this commitment, the Government of Canada is set to secure 15,000 tpa of graphite concentrate on a take-or-pay basis at a fixed North American market price for a basket of products ranging from fine to large and jumbo flakes at a minimum 94% Cg purity level. This offtake framework is subject to NMG entering into offtake(s) with allied countries or entities on substantially the same terms for aggregate annual commitments equal to 15,000 tpa, and to satisfaction of all conditions precedent.
A marketing term sheet in relation to the Government of Canada’s committed volume allows NMG to market their volume and includes a 50-50 profit split above the agreed upon fixed price net of any losses that the Government of Canada may have incurred and any marketing fees paid to NMG.
NMG and the Government of Canada will actively work towards finalizing the definitive agreements and obtaining the relevant governmental approvals, which includes the treasury board approval, due diligence, and the appropriation process. No assurance can be given that NMG will be able to conclude definitive agreements with allied countries, entities and/or the Government of Canada and will be able to satisfy all conditions precedent.
The Canadian Critical Minerals Strategy places graphite among a prioritized group of minerals designated to stimulate domestic manufacturing and build integrated supply chains. Supporting local graphite production and value-added processing is aligned with Canada’s strategy to develop critical minerals to fuel industrial growth, advance climate action, expand trade partnerships, and fulfill its investment commitment to NATO.
Updated Commercial Agreements with Major Customers
In view of evolving market conditions and project financing requirements, NMG has worked with its main customers to update existing commercial agreements.
PANASONIC ENERGY ACTIVE ANODE MATERIAL
The commercial agreement with Panasonic Energy has been revised (the “2025 Panasonic Energy Binding Offtake Agreement”) with the objective of advancing the production of 13,000 tpa of active anode material via NMG’s Phase-2 integrated value chain. An estimated 25,000 tpa of graphite concentrate from the Phase-2 Matawinie Mine will be required to produce the active anode material volume for Panasonic Energy. The 2025 Panasonic Energy Binding Offtake Agreement sets out conditions precedent that are customary for agreements of this nature. Details of the 2025 Panasonic Energy Binding Offtake Agreement is available in a simultaneous announcement: https://nmg.com/panasonic-offtake-2025/.
TRAXYS GRAPHITE CONCENTRATE
The joint marketing and offtake agreement with Traxys is to be updated (“2025 Traxys Binding Offtake and Marketing Agreement”) to secure up to 20,000-tpa of graphite concentrate offtake from the Phase-2 Matawinie Mine, 10,000 tpa of which is on a take-or-pay basis. The execution of the 2025 Traxys Binding Offtake and Marketing Agreement is subject solely to Traxys Board approval. Details of the 2025 Traxys Binding Offtake and Marketing Agreement are available in a simultaneous announcement: https://nmg.com/traxys-offtake-2025/.
UPDATE ON GM AGREEMENTS & OTHER ACTIVE NEGOTIATIONS
NMG is in active negotiations with the Manufacturer to secure up to 30,000 tpa of graphite concentrate from the Phase-2 Matawinie Mine over an initial six-year period. The take-or-pay portion of this volume is expected to represent approximately 15,000 tpa, with sales pricing based on market indices with a floor price, which is intended to serve as feedstock for active anode material production.
NMG has and will continue to work towards a definitive agreement with the Manufacturer, which may entail an equity investment by the Manufacturer. In connection with this process, GM and NMG have agreed to terminate their previously announced supply and investment agreements effective November 30, 2025. GM is exploring with the Manufacturer, on a non-binding basis, a potential supply arrangement whereby GM would purchase a portion of the active anode material for use in the manufacture of GM’s electric vehicle (“EV”) batteries. The remainder of the volume is intended to be jointly commercialized by NMG and the Manufacturer to a list of lithium-ion battery customers. There can be no assurance that NMG will be able to conclude the definitive agreement with the Manufacturer nor that GM and Manufacturer will reach a definitive agreement.
Project Execution Strategy Update to LaunchCommercial Production
With these combined offtake agreements and commercial arrangements announced today, NMG has rounded up commercial interest for potentially close to 100% of the entire future output of flake graphite from the Phase-2 Matawinie Mine, in addition to 13,000-tpa volume of active anode material from the Phase-2 Bécancour Battery Material Plant.
In light of this, NMG intends to confirm the support of its strategic investors and targeted lenders toward the project financing, either for a combined FID encompassing the Phase-2 Matawinie Mine and the Phase-2 Bécancour Battery Material Plant, or for a sequenced FID starting with the Phase-2 Matawinie Mine followed by the Phase-2 Bécancour Battery Material Plant. Considering the 2025 Panasonic Energy Binding Offtake Agreement announced today, NMG is also assessing the commercial and technical feasibility of an initial capacity in the Phase-2 Bécancour Battery Material Plant, with a view to efficiently fulfilling its committed volumes upon reaching either a combined FID or sequenced FID for the Phase-2 Bécancour Battery Material Plant. There is no assurance that the Company will be able to secure additional commitments, nor that NMG will be able to meet the conditions precedent of the 2025 Panasonic Energy Binding Offtake Agreement at the time of FID.
The project financing process has significantly advanced in recent months. The due diligence processes are now nearing completion, supported by specialized advisory firms, which are proceeding concurrently to assess the corporate, technical, market, and ESG components of NMG’s planned Phase-2 operations and to guide financial stakeholders’ risk assessment. The due diligence outcomes will feed into the structuring of legal documentation and a project debt package ahead of investment committee reviews. This workstream will be finalized upon having signed definitive agreements with the various offtakers. Negotiations of a long-form term sheet are ongoing ahead of the lenders’ respective investment committees to seek credit approval in the coming months.
The Company has significantly derisked the Phase-2 Matawinie Mine in recent years through the steady advancement of key developmental stages, including:
| » | obtaining a ministerial decree<br> and key permits required thus far; |
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| » | signing an impact<br> and benefit agreement with the Atikamekw First Nation as well as a collaboration and<br> benefit sharing agreement with the local community; |
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| » | partnering with Caterpillar<br> Inc. for the development and procurement of a zero-emission fleet and infrastructure<br> for the future mine; |
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| » | advancing detailed<br> engineering, now over 80%, and securing key contracts for strategic equipment and services; |
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| » | carrying out early works to have the site shovel-ready for construction upon reaching a positive FID and<br>completing project financing; |
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| » | issuing an updated<br> feasibility study in March 2025; |
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| » | optimizing its tailings management approach and advancing environmental stewardship at the site through<br>proactive water management, biodiversity initiatives, and continued surveillance; and |
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| » | training and hiring an operational crew at its Phase-1 demonstration plant, thus setting the foundation<br>for its commercial operations. |
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In parallel, the Company continues to actively advance the engineering and execution strategy for the Phase-2 Bécancour Battery Material Plant, which is modular by design.
Cautionary Note
There can be no assurance that NMG will be able to conclude the definitive agreements with the Government of Canada and/or the Manufacturer, that the Manufacturer and GM will be able to conclude a definitive agreement, or that NMG will be able to meet the conditions precedent of the definitive agreements once executed or the conditions precedent of any or all of the offtake and marketing agreements mentioned above.
About Nouveau Monde Graphite
Nouveau Monde Graphite is an integrated company developing responsible mining and advanced processing operations to supply the global economy with carbon-neutral advanced graphite materials. The Company is developing in Québec, Canada, a fully integrated ore-to-processed-graphite value chain to serve tomorrow’s industries in energy, defense, technology, and manufacturing. With recognized ESG standards and structuring partnerships with major customers, NMG is set to become a strategic supplier of advanced materials to leading specialized manufacturers while promoting sustainability, innovation, and supply chain traceability. www.NMG.com
| Contact<br><br> <br>MEDIA | INVESTORS |
|---|---|
| Julie Paquet<br><br> <br>VP Communications & ESG Strategy<br><br> <br>+1-450-757-8905 #140<br><br> <br>[email protected] | Marc Jasmin<br><br> <br>Director, Investor Relations<br><br> <br>+1-450-757-8905 #993<br><br> <br>[email protected] |
Subscribe to our news feed: https://bit.ly/3UDrY3X
Cautionary Note RegardingForward-Looking Information
This press release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities legislation(collectively, “forward-looking statements”), including, but not limited to, statements relating to future events or futurefinancial or operating performance of the Company and reflect management’s expectations and assumptions regarding the Company’sgrowth, results, performance and business prospects and opportunities. Such forward-looking statements reflect management’scurrent beliefs and are based on information currently available to it. These forward-looking statements include, but are not limitedto, the Company’s ability to conclude definitive agreements with the Government of Canada, allied countries or other entities,the Manufacturer, and other offtakers, Traxys’ ability to obtain the approval of the 2025 Traxys Binding Offtake and MarketingAgreement, the ability to secure its project financing and to secure a positive combined or sequenced FID for the Phase-2 Matawinie Mineand or the Phase-2 Bécancour Battery Material Plant (including the initial capacity for the Phase-2 Bécancour Battery MaterialPlant to aligned with committed volumes), the commercial and technical feasibility of an initial reduction in the Phase-2 BécancourBattery Material Plant production capacity, the ability of the Corporation to meet the conditions precedent of the definitive agreementsonce executed with the Government of Canada, the Manufacturer, and other offtakers by the dates to be specified in those agreement orthe conditions precedent of the 2025 Panasonic Energy Binding Offtake Agreement and the 2025 Traxys Binding Offtake and Marketing Agreementby the dates specified in those agreements, the conclusion of a binding agreement between GM and the Manufacturer and the commercializationof the remainder of the volume by NMG and the Manufacturer to a list of lithium-ion battery customers, the ability to complete the long-formterm sheet and the results of the negotiations with the Company’s lender, the development a fully integrated ore-to-battery-materialsource of graphite-based active anode material in the Province of Québec, including the possibility of sequencing the financingin stages, the ability to explore and secure various financing and commercial scenarios to lessen risk exposure and facilitate its marketentry, the completion of the Phase-2 Matawinie Mine and Bécancour Battery Material Plant, and the expected results of the initiativesdescribed in this press release, and those statements which are discussed under the “About Nouveau Monde” paragraphand elsewhere in the press release which essentially describe the Company’s outlook and objectives.
Forward-looking statementsare based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the time of such statements,are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptionsare not guarantees of future performance and may prove to be incorrect. Moreover, these forward-looking statements are based upon variousunderlying factors and assumptions, including the business relationship between the Company and its stakeholders, the ability toobtain sufficient financing for the development of the Matawinie Mine and the Bécancour Battery Material Plant, the Company’sability to satisfy the due diligence processes of the stakeholders, and are not guarantees of future performance.
Forward-looking statements are subject toknown or unknown risks and uncertainties that may cause actual results to differ materially from those anticipated or implied in theforward-looking statements. Risk factors that could cause actual results or events to differ materially from current expectations include,among others, availability financing or financing on favorable terms for the Company, delays in finalizing the definitive agreements,delays in reaching FID, and general economic conditions, as well as earnings, capital expenditure, cash flow and capital structure risksand general business risks. A further description of risks and uncertainties can be found in NMG’s Annual Information Form datedMarch 31, 2025, including in the section thereof captioned “Risk Factors”, which is available on SEDAR+ at www.sedarplus.caand on EDGAR at www.sec.gov. Unpredictable or unknown factors not discussed in this Cautionary Note could also have material adverseeffects on forward-looking statements.
Many of these uncertaintiesand contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or impliedin any forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual resultsand future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for thepurpose of providing information about management’s expectations and plans relating to the future. The Company disclaims any intentionor obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual eventsand such forward-looking statements, except to the extent required by applicable law.
Further information regarding the Companyis available in the SEDAR+ database (www.sedarplus.ca), and for United States readers on EDGAR (www.sec.gov), and on theCompany’s website at: www.NMG.com.
Exhibit 99.3
PRESS RELEASE
For immediate release
NMG and PanasonicEnergy Update Their Commercial Agreement; Plan to Launch a Dedicated Initial Capacity of
Active Anode Material Production
| + | Revised binding offtake agreement with Panasonic Energy to advance<br>the production of active anode material via NMG’s Phase-2 integrated value chain. |
|---|---|
| + | Concomitant announcement with signature of multiple commercial<br>agreements covering potentially 100% of NMG’s future Phase-2 Matawinie Mine production. |
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MONTRÉAL, CANADA, October 31,2025 – Nouveau Monde Graphite Inc. (“NMG” or the “Company”) (NYSE: NMG, TSX: NOU), through its wholly owned subsidiary, NMG Bécancour Inc. (“NMG Bécancour” collectively referred to as “NMG”), and Panasonic Energy Co., Ltd. (“Panasonic Energy”), a wholly owned subsidiary of Panasonic Holdings Corporation (“Panasonic”) (TYO: 6752), have successfully revised and updated their multiyear binding offtake (the “2025 Panasonic Energy Binding Offtake Agreement”) with the objective of advancing the production of active anode material. As a customer and strategic shareholder, Panasonic Energy reaffirm their support for the development of NMG’s Phase-2 integrated ore-to-battery-materials value chain.
Kazuo Tadanobu, President and CEO of Panasonic Energy, announced: “We’re pleased to see our partnership with NMG moving into thenext phase. Built on mutual trust and shared goals, this collaboration is an important step toward establishing a more sustainable andreliable battery materials supply chain. Together, we’re combining our expertise and resources to strengthen supply stability, enhanceinnovation, and meet the growing needs of the industry. This partnership underscores our shared commitment to long-term growth, responsibleprogress, and building a foundation for future technologies.”
Eric Desaulniers, Founder, President, and CEO of NMG, stated: “Panasonic Energy has been a steady and invaluable partner in the technological development of our business strategy.With this revised offtake, we are setting the path for launching the initial capacity of the Phase-2 Bécancour Battery MaterialPlant, tailored to Panasonic Energy’s specifications and in tune with the North American gradual market growth. From electric vehicles(“EVs”) to energy storage systems for renewable energies and data centers, Panasonic Energy’s commercial reach providesNMG with solid footings for our market entry.”
The 2025 Panasonic Energy Binding Offtake Agreement
In view of evolving market conditions, results from NMG’s Updated Feasibility Study, and project financing requirements, NMG has worked with Panasonic Energy to update their existing commercial agreement and conditions precedent. The 2025 Panasonic Energy Binding Offtake Agreement covers 13,000 tonnes per annum (“tpa”) of NMG active anode material for an initial seven-year term from the commencement of the Company’s Phase-2 production. Approximately 25,000 tpa of graphite concentrate is being reserved of the future Phase-2 Matawinie Mine production to execute this Panasonic Energy volume. NMG’s active anode material continues to progress through Panasonic Energy’s qualification protocol to confirm its quality and performance.
The sales price will be based on an agreed upon price formula linked to future prevailing market prices as well as a pricing mechanism to satisfy project financing ratios and ensure stable procurement for Panasonic Energy. The 2025 Panasonic Energy Binding Offtake Agreement is subject to conditions precedent which are standard for a project of this nature, including among others, the successful start of commercial operation and final product qualification. It also contains standard termination rights for an agreement of this nature.
Panasonic Energy reiterates its intend to support the development of NMG’s Phase-2 facilities, which may entail an equity investment by Panasonic at the Phase-2 Bécancour Battery Material Plant final investment decision (“FID”), in line with Panasonic’s initial investment in 2024.
Through the 2025 Panasonic Energy Binding Offtake Agreement, Panasonic Energy is set to leverage NMG’s fully integrated North American production, carbon neutrality profile, and proactive ESG practices for the establishment of a reliable, local, and responsible battery manufacturing value chain.
Complementary Information
With potentially close to 100% of the future Phase-2 Matawinie Mine graphite concentrate production now allocated between multiple customers across diversified applications, the Company is working toward bringing its mining project to a FID, concurrently with or prior to its Phase-2 Bécancour Battery Material Plant that might be adjusted for the appropriate capacity to fulfill the secured multi-year offtake agreements with customers prior to FID.
Information on NMG’s execution strategy to launch its Phase-2 commercial production along with details of parallel commercial agreements with the Government of Canada and Traxys North America LLC, plus ongoing negotiations with an established anode manufacturer, can be accessed here: https://nmg.com/multiple-offtakes-2025/.
Cautionary Note
There can be no assurance that NMG will be able to meet the condition precedents of the 2025 Panasonic Energy Binding Offtake Agreement or to reach the successful start of commercial operation and final product qualification.
About Nouveau Monde Graphite
Nouveau Monde Graphite is an integrated company developing responsible mining and advanced processing operations to supply the global economy with carbon-neutral advanced graphite materials. The Company is developing in Québec, Canada, a fully integrated ore-to-processed-graphite value chain to serve tomorrow’s industries in energy, defense, technology, and manufacturing. With recognized ESG standards and structuring partnerships with major customers, NMG is set to become a strategic supplier of advanced materials to leading specialized manufacturers while promoting sustainability, innovation, and supply chain traceability. www.NMG.com
About Panasonic Energy
Panasonic Energy Co., Ltd., established in April 2022 as part of the Panasonic Group's switch to an operating company system, provides innovative battery technology-based products and solutions globally. Through its automotive lithium-ion batteries, storage battery systems and dry batteries, the company brings safe, reliable, and convenient power to a broad range of business areas, from mobility and social infrastructure to medical and consumer products. Panasonic Energy is committed to contributing to a society that realizes happiness and environmental sustainability, and through its business activities the Company aims to address societal issues while taking the lead on environmental initiatives. www.panasonic.com/global/energy/
| Contact<br><br> <br>MEDIA | INVESTORS |
|---|---|
| Julie Paquet<br><br> <br>VP Communications & ESG Strategy<br><br> <br>+1-450-757-8905 #140<br><br> <br>[email protected] | Marc Jasmin<br><br> <br>Director, Investor Relations<br><br> <br>+1-450-757-8905 #993<br><br> <br>[email protected] |
Subscribe to our news feed: https://bit.ly/3UDrY3X
Cautionary Note Regarding Forward-LookingInformation
This press release contains “forward-lookinginformation” and “forward-looking statements” within the meaning of applicable securities legislation (collectively, “forward-looking statements”), including, but not limited to, statements relating to future events or future financial oroperating performance of the Company and reflect management’s expectations and assumptions regarding the Company’s growth,results, performance and business prospects and opportunities. Such forward-looking statements reflect management’s currentbeliefs and are based on information currently available to it. These forward-looking statements include, but are not limited to,the Company’s ability to meet the conditions precedent the 2025 Panasonic Binding Offtake Agreement, to secure its project financingand to secure a positive FID, including to complete the term sheet and finalize the legal documentation for the financing, to securethe additional potential equity investment from Panasonic, to develop an ore-to-battery-material source of graphite-based active anodematerial in the Province of Québec, including the possibility of sequencing financing for the Phase-2 Matawinie Mine, and thePhase-2 Bécancour Battery Material Plant, the completion of the Phase-2 Matawinie Mine and Bécancour Battery Material Plant,and the expected results of the initiatives described in this press release, and those statements which are discussed underthe “About Nouveau Monde” paragraph and elsewhere in the press release which essentially describe the Company’s outlookand objectives.
Forward-looking statements are based upona number of estimates and assumptions that, while considered reasonable by the Company as of the time of such statements, are inherentlysubject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions are not guaranteesof future performance and may prove to be incorrect. Moreover, these forward-looking statements are based upon various underlying factorsand assumptions, including the business relationship between the Company and its stakeholders, the ability to obtain sufficientfinancing for the development of the Matawinie Mine and the Bécancour Battery Material Plant, the Company’s ability to satisfythe due diligence processes of the stakeholders, and are not guarantees of future performance.
Forward-looking statements are subject toknown or unknown risks and uncertainties that may cause actual results to differ materially from those anticipated or implied in theforward-looking statements. Risk factors that could cause actual results or events to differ materially from current expectations include,among others, availability financing or financing on favorable terms for the Company, delays in the reaching FID, and general economicconditions, as well as earnings, capital expenditure, cash flow and capital structure risks and general business risks. A further descriptionof risks and uncertainties can be found in NMG’s Annual Information Form dated March 31, 2025, including in the sectionthereof captioned “Risk Factors”, which is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.Unpredictable or unknown factors not discussed in this Cautionary Note could also have material adverse effects on forward-looking statements.
Many of these uncertainties and contingenciescan directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-lookingstatements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future eventscould differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providinginformation about management’s expectations and plans relating to the future. The Company disclaims any intention or obligationto update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-lookingstatements, except to the extent required by applicable law.
Further information regarding the Companyis available in the SEDAR+ database (www.sedarplus.ca), and for United States readers on EDGAR (www.sec.gov), and on theCompany’s website at: www.NMG.com.
Exhibit 99.4
PRESS RELEASE
For immediate release
NMG and TraxysFinalize Offtake and Marketing Agreement for Natural Flake Graphite for
Refractory Markets in North America and Europe
| + | Updated joint marketing and offtake agreement with Traxys to<br>cover the North American and European refractory markets with an exclusive list of end-users. |
|---|---|
| + | Offtake for 20,000-tpa of graphite concentrate, including a<br>10,000 tpa firm take-or-pay volume, to be produced at NMG’s Phase-2 Matawinie Mine. |
| --- | --- |
| + | NMG to benefit from Traxys’ market intelligence, customer<br>relationships, and logistics infrastructure to deliver its flake graphite production into existing western supply chains. |
| --- | --- |
| + | Concomitant announcement with signature of multiple commercial<br>agreements covering potentially 100% of NMG’s future Phase-2 Matawinie Mine production. |
| --- | --- |
MONTRÉAL, CANADA, October 31,2025 – Nouveau Monde Graphite Inc. (“NMG” or the “Company”) (NYSE: NMG, TSX: NOU) and Traxys North America LLC (“Traxys”), an international metals and minerals trading house, have updated and strengthened their existing relationship by finalizing a binding amended and restated joint marketing and offtake agreement (the “2025 Traxys Binding Offtake and Marketing Agreement”) for 20,000 tonnes per annum (“tpa”) of graphite concentrate from the Company’s Phase-2 Matawinie Mine, the execution of which is subject only to the approval of the Traxys board. The collaboration targets the refractory market, a US$45-billion global market with a projected compound annual growth rate of 9.1% to 2033 (Grand View Research, 2025), to serve steelmaking industries with refractory applications such as bricks, electric arc furnaces, crucibles, and carbon raisers.
Dennis Gates, Traxys’ Head of Industrial Metals, announced: “Traxys has supported NMG’s vision for many years. We are excited to see the positive results of theteam's long-term vision and look forward to working with NMG for many years in the future.”
Eric Desaulniers, Founder, President, and CEO of NMG, stated: “Across the Western World, the transformation of the steel and manufacturing sectors is creating strong, sustaineddemand for high-performance refractory materials — and graphite sits at the heart of it. Industries are seeking reliable, high-purity,and responsibly produced graphite to ensure supply security and continued growth. With North American and European economies reshoringcritical mineral value chains and manufacturing capacities, we see compelling opportunities to partner with Traxys to serve steelmakersand refractory producers. Traxys’ global presence and insight help us accelerate market access, optimize our sales strategy, anddeliver long-term value to our customers and shareholders.”
Offtake and Marketing Agreement
The 2025 Traxys Binding Offtake and Marketing Agreement is intended to cover the purchase and commercialization of 20,000 tpa of graphite concentrate to be sourced from NMG’s Phase-2 Matawinie Mine. With an initial seven-year term following the start of full-scale production, the agreement is expected to include sales pricing based on market indices with respect to the 10,000 tpa firm take-or-pay volume.
Traxys’ established relationships with hundreds of industrial customers enables NMG to tap into a stable, growing industry for refractory products in North America and Europe.
Complementary Information
With potentially close to 100% of the future Phase-2 Matawinie Mine graphite concentrate production now allocated between multiple customers across diversified applications and the project appreciably derisked through years of development, the Company is working toward advancing the financing process underway to reach FID.
Information on NMG’s execution strategy to launch its Phase-2 commercial production along with details of parallel commercial agreements with the Government of Canada; Panasonic Energy Co., Ltd., a wholly owned subsidiary of Panasonic Holdings Corporation (TYO: 6752); and an established anode manufacturer can be accessed here: https://nmg.com/multiple-offtakes-2025/.
About Nouveau Monde Graphite
Nouveau Monde Graphite is an integrated company developing responsible mining and advanced processing operations to supply the global economy with carbon-neutral advanced graphite materials. The Company is developing in Québec, Canada, a fully integrated ore-to-processed-graphite value chain to serve tomorrow’s industries in energy, defense, technology, and manufacturing. With recognized ESG standards and structuring partnerships with major customers, NMG is set to become a strategic supplier of advanced materials to leading specialized manufacturers while promoting sustainability, innovation, and supply chain traceability. www.NMG.com
About Traxys Group
Traxys is a physical commodity trader and merchant in the metals and natural resources sectors. Its logistics, marketing, distribution, supply chain management, and trading activities are conducted by over 450 employees in over 20 offices worldwide, and its annual turnover is in excess of USD 8 billion. Headquartered in Luxembourg, Traxys is engaged in sourcing, trading, marketing, and distributing non-ferrous metals, ferro-alloys, minerals, industrial raw materials, and energy. The Group serves a broad base of industrial customers and offers a full range of commercial and financial services. Traxys is committed to the highest internationally recognized principles for responsible business conduct, and to ensuring that its operations are equitable, sustainable, and transparent. Traxys premises its practices on environmental, social, and governance (ESG) standards that enable Traxys to set a leading example for the responsible sourcing and trading of metals and minerals. www.traxys.com
| Contact<br><br> <br>MEDIA | INVESTORS |
|---|---|
| Julie Paquet<br><br> <br>VP Communications & ESG Strategy<br><br> <br>+1-450-757-8905 #140<br><br> <br>[email protected] | Marc Jasmin<br><br> <br>Director, Investor Relations<br><br> <br>+1-450-757-8905 #993<br><br> <br>[email protected] |
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Cautionary Note Regarding Forward-LookingInformation
This press release contains “forward-lookinginformation” and “forward-looking statements” within the meaning of applicable securities legislation (collectively, “forward-looking statements”), including, but not limited to, statements relating to future events or future financial oroperating performance of the Company and reflect management’s expectations and assumptions regarding the Company’s growth,results, performance and business prospects and opportunities. Such forward-looking statements reflect management’s current beliefsand are based on information currently available to it. These forward-looking statements include, but are not limited to, the Company’sability to conclude definitive agreements with the Government of Canada, allied countries or other entities, the Manufacturer, and otherofftakers, Traxys’ ability to obtain the approval of the 2025 Traxys Binding Offtake and Marketing Agreement, the ability to secureits project financing and to secure a positive combined or sequenced FID for the Phase-2 Matawinie Mine and or the Phase-2 BécancourBattery Material Plant (including the initial capacity for the Phase-2 Bécancour Battery Material Plant to aligned with committedvolumes), the commercial and technical feasibility of an initial reduction in the Phase-2 Bécancour Battery Material Plant productioncapacity, the ability of the Company to meet the conditions precedent of the definitive agreements once executed with the Governmentof Canada, the Manufacturer, and other offtakers by the dates to be specified in those agreement or the conditions precedent of the 2025Panasonic Energy Binding Offtake Agreement and the 2025 Traxys Binding Offtake and Marketing Agreement by the dates specified in thoseagreements, the conclusion of a binding agreement between GM and the Manufacturer and the commercialization of the remainder of the volumeby NMG and the Manufacturer to a list of lithium-ion battery customers, the ability to complete the long-form term sheet and the resultsof the negotiations with the Company’s lender, the development a fully integrated ore-to-battery-material source of graphite-basedactive anode material in the Province of Québec, including the possibility of sequencing the financing in stages, the abilityto explore and secure various financing and commercial scenarios to lessen risk exposure and facilitate its market entry, the completionof the Phase-2 Matawinie Mine and Bécancour Battery Material Plant, and the expected results of the initiatives described in thispress release, and those statements which are discussed under the “About Nouveau Monde” paragraph and elsewherein the press release which essentially describe the Company’s outlook and objectives.
Forward-looking statements are based upona number of estimates and assumptions that, while considered reasonable by the Company as of the time of such statements, are inherentlysubject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions are not guaranteesof future performance and may prove to be incorrect. Moreover, these forward-looking statements are based upon various underlying factorsand assumptions, including the business relationship between the Company and its stakeholders, the ability to obtain sufficientfinancing for the development of the Matawinie Mine and the Bécancour Battery Material Plant, the Company’s ability to satisfythe due diligence processes of the stakeholders, and are not guarantees of future performance.
Forward-looking statements are subject toknown or unknown risks and uncertainties that may cause actual results to differ materially from those anticipated or implied in theforward-looking statements. Risk factors that could cause actual results or events to differ materially from current expectations include,among others, availability financing or financing on favorable terms for the Company, delays in finalizing the definitive agreements,delays in reaching FID, and general economic conditions, as well as earnings, capital expenditure, cash flow and capital structure risksand general business risks. A further description of risks and uncertainties can be found in NMG’s Annual Information Form datedMarch 31, 2025, including in the section thereof captioned “Risk Factors”, which is available on SEDAR+ at www.sedarplus.caand on EDGAR at www.sec.gov. Unpredictable or unknown factors not discussed in this Cautionary Note could also have material adverseeffects on forward-looking statements.
Many of these uncertainties and contingenciescan directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-lookingstatements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future eventscould differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providinginformation about management’s expectations and plans relating to the future. The Company disclaims any intention or obligationto update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-lookingstatements, except to the extent required by applicable law.
Further information regarding the Companyis available in the SEDAR+ database (www.sedarplus.ca), and for United States readers on EDGAR (www.sec.gov), and on theCompany’s website at: www.NMG.com.