NMG 6-K
Nouveau Monde Graphite Inc. (NMG)
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
Forthe month of November 2025
Commission File Number: 001-40416
NouveauMonde 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 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 FORM6-K
| 99.1 | Material Change Report dated November 19, 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. | |
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| (Registrant) | |
| /s/ Josée Gagnon | |
| Date: November 20, 2025 | Josée Gagnon |
| Vice President, Legal Affairs & Corporate Secretary |
Exhibit 99.1
SCHEDULE 51-102F3
MaterialChange Report
| 1. | Name and Address of the Corporation |
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NOUVEAUMONDE GRAPHITE INC. (the “Corporation”)
481 Rue Brassard
Saint-Michel-des-Saints QC, J0K 3B0
| 2. | Date of Material Change |
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November 12, 2025
| 3. | News Release |
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A news release, in French and English versions, was issued on November 12, 2025 through Business Wire and filed on SEDAR+.
| 4. | Summary of Material Change |
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The Corporation announced the issuance of the results of a segregated and updated feasibility study for the Phase-2 Matawinie Mine.
| 5. | Full Description of Material Change |
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Matawinie Mine Feasibility Study Results
The Corporation released the results of its feasibility study completed in accordance with the National Instrument 43-101 – Standards of Disclosure for Mineral Projects(“NI 43-101”) for the Phase-2 Matawinie Mine (“NI 43-101 Technical Report: 2025 Feasibility Study forthe Matawinie Graphite Mine”). The Corporation tasked BBA Inc. and various specialized consultants with the preparation of a segregated and updated feasibility study in light of the contemplated potential sequenced final investment decision starting with the Phase-2 Matawinie Mine followed by the Phase-2 Bécancour Battery Material Plant.
With a project globally unchanged, other than the exclusion of Phase 2 of the Bécancour Battery Material Plant, the NI 43-101 Technical Report: 2025 Feasibility Study for the Matawinie Graphite Mine refined some financial parameters to reflect the commercial agreements and latest capital expenditures (“CAPEX”) projections in line with ongoing procurement activities. Results continue to demonstrate technical and economic viability of the Phase-2 Matawinie Mine.
Table 1: Operationaland Economic Highlights of the Matawinie Mine
| Parameters | ||
|---|---|---|
| OPERATIONAL | Life of Mine (“LOM”) | 25 years |
| Nominal annual processing rate | 2.56 M tonnes | |
| Stripping ratio (LOM) | 1.16:1 | |
| Average grade (LOM) | 4.23% Graphitic Carbon (“C(g)”) | |
| Average mill recovery | 93% | |
| Nominal annual graphite concentrate production | 105,882 tonnes | |
| Finished product purity | 97.5%C(t) | |
| ECONOMIC | CAPEX | US$421M |
| Annual OPEX | US$44M | |
| OPEX cost per tonne of graphite concentrate | US$419/tonne | |
| Pre-tax NPV (8% discount rate) | US$379M | |
| After-tax NPV (8% discount rate) | US$238M | |
| Pre-tax IRR | 17.3% | |
| After-tax IRR | 15.8% | |
| Pre-tax payback | 5.7 years | |
| After-tax payback | 5.3 years |
Costs reflect steady-state production, exclude the initial ramp-up period, and are based on normalized operations. The after-tax internal rate of return (“IRR”) includes favorable impact of eligible tax credits, such as the Canadian Clean Technology Manufacturing Investment Tax Credit tax measures, provincial tax holidays for large investment projects and other available incentives.
Table 2: CurrentPit-Constrained Mineral Resource Estimate for the West Zone
| Current Resources (November 12, 2025)^5, 6, 7^ | ||||||
|---|---|---|---|---|---|---|
| Mineral Resources Category^1, 2^ | Tonnage (Mt) | C(g) Grade (%)^3^ | Contained<br><br> Graphite (Mt) | |||
| Measured | 28.5 | 4.28 | 1.22 | |||
| Indicated | 101.8 | 4.26 | 4.33 | |||
| Measured + Indicated | 130.3 | 4.26 | 5.55 | |||
| Inferred^4^ | 23.0 | 4.28 | 0.98 | |||
| 1 | The<br> Mineral Resources provided in this table were estimated by Yann Camus P.Eng., Qualified Person<br> of SGS Geological Services, using current Canadian Institute of Mining, Metallurgy and Petroleum<br> (“CIM”) Standards on Mineral Resources and Reserves, Definitions and Guidelines. | |||||
| --- | --- | |||||
| 2 | Mineral<br> Resources that are not Mineral Reserves have not demonstrated economic viability. Additional<br> trenching and/or drilling will be required to convert Inferred and Indicated Mineral Resources<br> to Measured Mineral Resources. There is no certainty that any part of a Mineral Resource<br> will ever be converted into Reserves. | |||||
| 3 | All<br> analyses used for the Resource Estimates were performed by ALS Minerals Laboratories and<br> delivered as % C(g), internal analytical code C-IR18. | |||||
| 4 | Inferred<br> Mineral Resources represent material that is considered too speculative to be included in<br> economic evaluations. Additional trenching and/or drilling will be required to convert Inferred<br> Mineral Resources to Indicated or Measured Mineral Resources. It cannot be assumed that all<br> or any part of the Inferred Resources will ever be upgraded to a higher Resource category. | |||||
| 5 | Current<br> Resources effective November 12, 2025. | |||||
| 6 | Mineral<br> Resources are stated at a cut-off grade of 1.78% C(g). | |||||
| 7 | Quality<br> control standards used for these Mineral Resources returned within acceptable limits, no<br> significant bias was found. |
Table 3: MineralReserve Estimate for the West Zone
| Category | Tonnage (Mt) | C(g) Grade (%) | Contained<br><br> Graphite (Mt) | |||
|---|---|---|---|---|---|---|
| Proven | 17.3 | 4.16 | 0.7 | |||
| Probable | 44.3 | 4.26 | 1.9 | |||
| Proven & Probable | 61.7 | 4.23 | 2.6 | |||
| 1 | The<br> Qualified Person for the Mineral Reserve Estimate is Jeffrey Cassoff, P.Eng., of BBA<br> Inc. | |||||
| --- | --- | |||||
| 2 | The<br> effective date of the estimate is November 12, 2025. | |||||
| 3 | Mineral<br> Reserves were estimated using a graphite concentrate selling price of US$1,334/t, and consider<br> a 2% royalty, and selling costs of US$34.23/t. An average grade of 97% C(t) was considered<br> for the graphite concentrate. | |||||
| 4 | A<br> metallurgical recovery of 93% was used. | |||||
| 5 | A<br> cut-off grade of 2.20% C(g) was used. | |||||
| 6 | The<br> strip ratio for the open pit is 1.16 to 1. | |||||
| 7 | The<br> Mineral Reserves are inclusive of mining dilution and ore loss. | |||||
| 8 | The<br> reference point for the Mineral Reserves is the primary crusher. | |||||
| 9 | Totals<br> may not add due to rounding. |
There is no certainty that the economic forecasts on which the NI 43-101 Technical Report: 2025 Feasibility Study for the Matawinie Graphite Mine is based will be realized. There are a number of risks and uncertainties identifiable to any new project and usually cover the mineralization, process, financial, environment and permitting aspects. Following an analysis of the major risks to the project, a P50 management risk reserve of $21M is recommended. This reserve is not included in the capital cost estimate but is within the range of the financial sensitivity analysis of the capital cost. The top risks are 1) construction productivity differing from baseline estimate; 2) longer-than-expected specialized equipment delivery times; and 3) contractor bids differing from the budget.
A sensitivity analysis reveals that the viability of the Phase-2 Matawinie Mine will not be significantly vulnerable to variations in capital and operating costs within the margins of error associated with the NI 43-101 Technical Report: 2025 Feasibility Study for the Matawinie Graphite Mine estimates. However, the viability of the Phase-2 Matawinie Mine remains more vulnerable to the USD/CAD exchange rate and the larger uncertainty in future market prices.
Scientific and technical information presented in this material change report was reviewed and approved by Jean L’Heureux, P.Eng. (BBA), Yann Camus, P.Eng. (SGS Geological Services) and Jeffrey Cassoff, P.Eng. (BBA), Qualified Persons as defined under NI 43-101.
| 6. | Reliance on subsection 7.1(2) of Regulation 51-102 |
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Not applicable.
| 7. | Omitted Information |
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Not applicable.
| 8. | Executive Officer |
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For all additional information, please contact:
Ms. Josée Gagnon Vice President – Legal Affairs and Corporate Secretary
Telephone: (450) 757-8905 #405
| 9. | Date of Report |
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November 19, 2025
Cautionary Note
This report contains “forward-lookinginformation” or “forward-looking statements” within the meaning of applicable securities laws and other statementsthat are not historical facts. Forward-looking statements are included to provide information about management’s current expectationsand plans that allows investors and others to have a better understanding of the Corporation's business plans and financial performanceand condition. All statements included in this report regarding the Corporation’s strategy, future operations, financial position,prospects, plans and objectives of management are forward-looking statements that involve risks and uncertainties. Forward-looking statementsare typically identified by words such as “plan”, “expect”, “estimate”, “anticipate”, “believe”, “may”, “could”, “would”, “achieve”, “explore”, “develop”, “establish” or “will”. In particular and without limitation, this report contains forward-looking statementspertaining to information provided under “Table 1: Operational and Economic Highlights of the Matawinie Mine”, the estimatedvalue of the Phase-2 Matawinie Mine, the planned open-pit operations development scenarios for the Phase-2 Matawinie, price estimates,the recommended risk reserve, LOM plans, deliverables and milestones described in this material change report and their expected results,the Mineral Resource and Mineral Reserve estimates (including assumptions and estimates used in preparing the Mineral Resource and MineralReserve estimates) and the general business and operational outlook of the Corporation.
Forward-looking information is based uponcertain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Corporationto be materially different from future results, performance or achievements expressed or implied by such information or statements. Therecan be no assurance that such information or statements will prove to be accurate. Key assumptions upon which the Corporation’sforward-looking information is based include the current technological trends, the business relationship between the Corporation andits stakeholders, the ability to operate in a safe and effective manner, the timely delivery and installation at estimated prices ofthe equipment supporting the production, assumed sales prices for high-purity flakes and advanced graphite materials, the accuracy ofany Mineral Reserve and Mineral Resource estimates, future currency exchange rates and interest rates, political and regulatory stability,prices of commodity and production costs, the receipt of governmental, regulatory and third party approvals, licenses and permits onfavorable terms, sustained labor stability, stability in financial and capital markets, availability of equipment and critical supplies,spare parts and consumables, the various tax assumptions, the capital cost estimates, the Matawinie Mine projects permits’ status,all economic and operational projections relating to the Matawinie Mine, local infrastructures, the Corporation’s business prospectsand opportunities and estimates of the operational performance of the equipment, and are not guarantees of future performance. Readersare cautioned that the foregoing list is not exhaustive of all factors and assumptions considered by the Corporation.
Forward-looking statements are also subjectto risks and uncertainties facing the Corporation’s business, any of which could have a material adverse effect on the Corporation’sbusiness, financial condition, results of operations and growth prospects. Some of the risks and the uncertainties that could cause theCorporation’s actual results to differ materially from those expressed in the forward-looking statements include, among others,the construction productivity differing from baseline estimate, longer-than-expected specialized equipment delivery times, contractorbids differing from the budget, the ability of the Corporation to receive governmental, regulatory and third party approvals, licensesand permits on favorable terms, the ability of the Corporation to achieve either the combined or sequential FID for Phase-2 of the MatawinieMine and Phase-2 of the Bécancour Plant and the development of the Phase-2 of the Matawinie Mine. In addition, readers are directedto carefully review the detailed risk discussion in the Corporation’s most recent Annual Information Form, which is available onn SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov., which discussion is incorporated by reference in this report, for a fullerunderstanding of the risks and uncertainties that affect the Corporation’s business and operations.
Although the Corporation believes its expectationsare based upon reasonable assumptions and has attempted to identify important factors that could cause actual actions, events or resultsto differ materially from those described in forward-looking statements, there may be factors unknown to the Corporation that could causeevents or results to differ from management’s expectations. There can be no assurance that forward-looking information will proveto be accurate, as actual results and future events could differ materially from those anticipated in such information. If any of theserisks or uncertainties materialize, actual results may vary materially from those anticipated in the forward-looking statements referencedherein. Due to the risks, uncertainties and assumptions inherent in forward-looking statements, readers should not place undue relianceon forward-looking statements.
Forward-looking statements referenced hereinare presented for the purpose of assisting investors in understanding the Corporation’s business plans, financial performance andcondition and may not be appropriate for other purposes. The Corporation disclaims any intention or obligation to update or revise anyforward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicablelaw. The Corporation qualifies all of the forward-looking statements in this report by reference to these cautionary statements.
Disclosure regarding Mineral Reserve and MineralResource estimates included in this material change report were prepared in accordance with NI 43-101. The disclosure included in thismaterial change report use the terms “Feasibility Study,” “Mineral Resource,” “Inferred Mineral Resource,” “Indicated Mineral Resource,” “Measured Mineral Resource,” “Mineral Reserve,” “Proven MinealReserve” and “Probable Mineral Reserve” in connection with the presentation of resources, as each of these terms isdefined in accordance with the CIM Standards on Mineral Resources and Reserves, as required by NI 43-101. Unless otherwise indicated,all reserve and resource estimates included in this material change report have been prepared in accordance with the CIM Standards onMineral Resources and Reserves, Definitions and Guidelines, as required by NI 43-101.
NI 43-101 is a rule developed by the CanadianSecurities Administrators that establishes the Canadian standards for all public disclosure an issuer makes of scientific and technicalinformation concerning mineral projects. These standards differ from the requirements of the United Securities and Exchange Commission(the “SEC”). Accordingly, mineral resource and reserve information included in this material change report may notbe comparable to similar information made public by United States companies reporting pursuant to SEC reporting and disclosure requirements.