Nouveau Monde Graphite Inc 6-K, filed Aug 12, 2026
Nouveau Monde Graphite Inc. (NMG)
About this 6-K
Nouveau Monde Graphite Inc filed this 6-K on August 12, 2026.
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 2026
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 ☒
Exhibits 99.1, 99.2 and 99.5 of this Form 6-K are hereby filed and incorporated by reference into the registrant’s Registration Statement on Form F-10 (File No. 333-291778).
DOCUMENTS TO BE FILED AS PART OF THIS FORM 6-K
99.1 | | |
| | |
99.2 | | Management’s Discussion and Analysis for the six-month period ended June 30, 2026 |
| | |
99.3 | | |
| | |
99.4 | | |
| | |
99.5 | |
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 12, 2026 | /s/ Josée Gagnon |
| Josée Gagnon |
| Vice President, Legal Affairs & Corporate Secretary |
Exhibit 99.1
FINANCIAL STATEMENTS |
Condensed consolidated interim unaudited financial statements
For the three and six-month periods ended June 30, 2026 and 2025
(Expressed in thousands of Canadian dollars, except where otherwise indicated)
1 | |
CONSOLIDATED STATEMENTS OF LOSS (INCOME) AND COMPREHENSIVE LOSS (INCOME) | 2 |
3 | |
4 | |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS | 5 |
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, 2026 | | As at December 31, 2025 |
ASSETS | | |
| |
| |
CURRENT | | |
| |
| |
Cash and cash equivalents | | |
| 460,597 |
| 73,940 |
Grants receivable and other current assets | | |
| 1,333 |
| 518 |
Restricted cash and deposits | | | | 620 | | 620 |
Sales taxes receivable | | |
| 4,069 |
| 928 |
Tax credits receivable | | 7 |
| 1,820 |
| 1,860 |
Prepaid expenses | | |
| 484 |
| 1,586 |
Total current assets | | |
| 468,923 |
| 79,452 |
| | | | | | |
NON-CURRENT | | |
| |
| |
Tax credits receivable | | 7 |
| 13,711 |
| 7,514 |
Investment - Listed shares | | |
| 300 |
| 450 |
Property, plant and equipment | | 6 |
| 118,039 |
| 85,426 |
Right-of-use assets | | | | 1,539 | | 1,552 |
Deferred financing costs | | 8 | | 5,301 | | — |
Deposits | | |
| 50 |
| 50 |
Total non-current assets | | |
| 138,940 |
| 94,992 |
Total assets | | |
| 607,863 |
| 174,444 |
| | | | | | |
LIABILITIES | | |
| |
| |
CURRENT | | |
| |
| |
Accounts payable | | 9 |
| 45,737 |
| 10,482 |
Deferred grants | | |
| 185 |
| 185 |
Convertible notes | | 10 |
| 17,522 |
| 16,948 |
Derivative warrant liability | | 11 | | 50,128 | | 62,957 |
Current portion of lease liabilities | | |
| 586 |
| 569 |
Current portion of borrowings | | |
| 272 |
| 265 |
Total current liabilities | | |
| 114,430 |
| 91,406 |
| | | | | | |
NON-CURRENT | | |
| |
| |
Asset retirement obligation | | |
| 1,992 |
| 1,584 |
Lease liabilities | | |
| 993 |
| 1,107 |
Borrowings | | |
| 362 |
| 499 |
Total non-current liabilities | | |
| 3,347 |
| 3,190 |
Total liabilities | | |
| 117,777 |
| 94,596 |
| | | | | | |
EQUITY | | |
| |
| |
Share capital | | |
| 838,291 |
| 436,475 |
Other reserves | | 10 |
| 6,280 |
| 5,357 |
Contributed surplus and warrants | | |
| 39,602 |
| 37,065 |
Deficit | | |
| (394,087) |
| (399,049) |
Total equity | | |
| 490,086 |
| 79,848 |
Total liabilities and equity | | |
| 607,863 |
| 174,444 |
Commitments | | 20 | | | | |
APPROVED BY THE BOARD OF DIRECTORS
/s/ Eric Desaulniers – “Director”
/s/ Paola Farnesi – “Director”
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
1
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, 2026 | | June 30, 2025 | | June 30, 2026 | | June 30, 2025 |
| | Notes | | $ | | $ | | $ | | $ |
EXPENSES | | | | | | | | | | |
Mining projects expenses |
| 13 | | 1,665 | | 1,409 | | 3,987 | | 3,375 |
Battery Material Plant project expenses |
| 14 | | 3,772 | | 8,601 | | 7,728 | | 18,182 |
General and administrative expenses |
| 15 | | 7,790 | | 6,555 | | 15,741 | | 13,640 |
Operating loss |
| |
| 13,227 |
| 16,565 |
| 27,456 |
| 35,197 |
Net financial costs (income) |
| 16 |
| (22,754) |
| 4,351 |
| (32,618) | | (1,939) |
Loss (income) before tax |
| |
| (9,527) |
| 20,916 |
| (5,162) | | 33,258 |
Income tax |
| |
| 100 |
| 100 |
| 200 | | 200 |
Net loss (income) and comprehensive loss (income) |
| |
| (9,427) |
| 21,016 |
| (4,962) |
| 33,458 |
| | | | | | | | | | |
Loss (earnings) per share | | | | | | | | | | |
Basic | | 12.2 | | (0.04) | | 0.14 | | (0.02) | | 0.22 |
Diluted | | 12.2 | | (0.04) | | 0.14 | | (0.02) | | 0.22 |
Weighted average number of shares outstanding | | | | | | | | | | |
Basic | | | | 246,446,308 | | 153,617,190 | | 204,520,824 | | 153,520,930 |
Diluted |
| |
| 247,430,636 | | 153,617,190 | | 205,562,231 | | 153,520,930 |
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
2
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, 2026 | ||||
| | | | | | | | surplus and | | | ||||
| | | | | | Share capital | | warrants | | Other reserves | | Deficit | | Total equity |
| | Notes | | Number | | $ | | $ | | $ | | $ | | $ |
Balance as at January 1, 2026 | | | | 160,761,539 |
| 436,475 |
| 37,065 |
| 5,357 |
| (399,049) | | 79,848 |
Common shares issued upon conversion of subscriptions receipts | | 12.1 | | 52,440,000 | | 111,594 | | — | | — | | — | | 111,594 |
Shares issued from Private Placements | | 12.1 | | 115,847,791 | | 294,555 | | — | | — | | — | | 294,555 |
Options exercised | | 12.3 | | 102,500 | | 385 | | (153) | | — | | | | 232 |
Release of performance share units (PSU) | | 12.3 | | 5,000 | | 17 | | (17) | | — | | — | | — |
Share-based compensation |
| 12.3 |
| — |
| — |
| 2,707 |
| — |
| — |
| 2,707 |
Settlement of interest on Convertible Notes |
| 10 |
| — |
| — |
| — |
| 923 |
| — |
| 923 |
Share issue costs |
| |
| — |
| (4,735) |
| — |
| — |
| — |
| (4,735) |
Net income (loss) and comprehensive income (loss) |
| |
| — |
| — |
| — |
| — |
| 4,962 |
| 4,962 |
Balance as at June 30, 2026 |
| |
| 329,156,830 |
| 838,291 |
| 39,602 |
| 6,280 |
| (394,087) |
| 490,086 |
| | | | | | | | Contributed | | For the six-month period ended June 30, 2025 | ||||
| | | | | | | | surplus and | | | ||||
| | | | | | Share capital | | warrants | | Other reserves | | Deficit | | Total equity |
| | Notes | | Number | | $ | | $ | | $ | | $ | | $ |
Balance as at January 1, 2025 | | | | 152,261,189 |
| 411,240 |
| 32,609 |
| 3,680 |
| (293,872) | | 153,657 |
Share-based compensation |
| |
| — |
| — |
| 3,331 |
| — |
| — |
| 3,331 |
Settlement of interest on Convertible Notes |
| 10 |
| — |
| — |
| — |
| 821 |
| — |
| 821 |
Net income (loss) and comprehensive income (loss) |
| |
| — |
| — |
| — |
| — |
| (33,458) |
| (33,458) |
Balance as at June 30, 2025 |
| |
| 152,261,189 |
| 411,240 |
| 35,940 |
| 4,501 |
| (327,330) |
| 124,351 |
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
3
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, 2026 | | June 30, 2025 |
| | Notes | | $ | | $ |
OPERATING ACTIVITIES |
| | | | | |
Net income (loss) |
| | | 4,962 | | (33,458) |
Adjustments for non-cash items: | | | | | | |
Depreciation and amortization |
| | | 695 | | 4,538 |
Change in fair value - Listed shares | | | | 150 | | 25 |
Change in fair value - Derivative warrant liability | | 11 | | (14,942) | | 41 |
Change in fair value - Embedded derivatives | | 10-12.1 | | (21,506) | | — |
Interest and accretion - Convertible notes | | 10 | | 462 | | 639 |
Accretion on subscription receipts | | 12.1 | | 7,701 | | — |
Transaction costs - derivative | | 12.1 | | 1,599 | | — |
Unrealized foreign exchange loss (gain) |
| | | (1,682) | | (985) |
Loss on write-off/disposal of property, plant and equipment | | | | — | | 2 |
Share-based compensation |
| 12.3 | | 2,612 | | 2,995 |
Other accretions included within financial costs |
| |
| 54 |
| 47 |
Net change in working capital |
| 17 |
| (893) |
| 810 |
Cash flows used in operating activities |
| |
| (20,788) |
| (25,346) |
| | | | | | |
INVESTING ACTIVITIES |
| |
| |
| |
Additions to property, plant, and equipment, net of grants |
| 6-17 |
| (12,740) |
| (5,860) |
Cash flows used in investing activities |
| |
| (12,740) |
| (5,860) |
| | | | | | |
FINANCING ACTIVITIES |
| |
| |
| |
Proceeds from private placements | | 12.1 | | 294,555 | | — |
Proceeds from the issuance of subscription receipts | | 12.1 | | 132,288 | | — |
Subscription receipts issuance costs | | 12.1 | | (7,637) | | — |
Repayment of borrowings |
| |
| (130) |
| (123) |
Repayment of lease liabilities | | | | (288) | | (375) |
Proceeds from the exercise of stock options | | 12.3 | | 232 | | — |
Deferred financing costs | | 8 | | (1,823) | | — |
Share issue costs |
| |
| (1,797) |
| (689) |
Cash flows from financing activities |
| |
| 415,400 |
| (1,187) |
| | | | | | |
Effect of exchange rate changes on cash |
| |
| 4,785 |
| (441) |
| | | | | | |
Net change in cash and cash equivalents |
| |
| 386,657 |
| (32,834) |
Cash and cash equivalents at the beginning of the period |
| |
| 73,940 |
| 106,296 |
Cash and cash equivalents at the end of the period |
| |
| 460,597 |
| 73,462 |
Non-cash investing and financing activities |
| 17 |
| |
| |
The accompanying notes are an integral part of the condensed consolidated interim financial statement.
4
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 LIQUIDITY RISK |
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 carbon-neutral advanced graphite materials.
The Company’s shares are listed under the symbol NOU on the Toronto Stock Exchange (“TSX”) and NMG on the New York Stock Exchange (“NYSE”). The Company’s registered office is located at 481 Brassard Street, Saint-Michel-des-Saints, Québec, Canada, J0K 3B0.
The Company’s consolidated financial statements have been prepared using International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”) (“IFRS Accounting Standards”) 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, 2026, the Company reported a net income after tax of $5.0 million and cash outflows from operating activities of $20.8 million and had an accumulated deficit of $394.1 million as of June 30, 2026. The Company has yet to generate positive cash flows.
On May 15, 2026, the Company completed a private placement with Canada Growth Fund Inc. (“CGF”), the Government of Québec through Investissement Québec (“IQ”), and ENI S.p.A. (“ENI”), for aggregate gross proceeds of $294.6M (US$213.2M) (the “Private Placement”). In addition, aggregate gross proceeds of $132.3M (US$96.5M) from the Company’s subscription receipts issued on April 16, 2026 were released upon satisfaction of the applicable escrow release conditions. These transactions formed part of an aggregate equity financing package of $426.9M (US$309.7M), which enabled the Company to reach a final investment decision (“FID”) for the Phase-2 Matawinie Mine.
In addition, the Company has secured a fully committed senior project debt commitment letter of US$335 million with Export Development Canada (“EDC”) and Canada Infrastructure Bank (“CIB”), subject to certain conditions precedent, with closing expected in the third quarter of 2026. Together, the equity and debt financings constitute the Company’s Matawinie Mine financing package.
As long as the Company closes the senior project debt and meets the draw down conditions, the Company anticipates that the proceeds from its financing package will be sufficient to fund its capital requirements up to the start of commercial production of the Matawinie Mine. In the event that the financing package is insufficient to complete the construction and the commissioning of the mine, the Company will be required to obtain additional financing. Following the achievement of commercial production, the Company expects to generate sufficient cash flows from its mining operations to meet its capital commitments and obligations and to fund its planned expenditures for the Project.
In parallel, the Company is advancing project financing activities for the Phase-2 Bécancour Battery Material Plant. The development of this project is subject to the Company securing additional financing, which has not yet been obtained. Although management believes that an FID for the Bécancour Battery Material Plant will be achieved, there can be no assurance that the Company will be able to do so or that such financing will be available to the Company on acceptable terms, or at all.
2. | BASIS OF PREPARATION AND STATEMENT OF COMPLIANCE |
The Company’s condensed consolidated interim financial statements have been prepared in accordance with IFRS Accounting Standards 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, 2025. 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, 2025, which have been prepared in accordance with IFRS Accounting Standards.
The condensed consolidated interim financial statements for the three and six-month periods ended June 30, 2026 (including comparative statements) were approved and authorized for publication by the Board of Directors on August 12, 2026.
5
NOUVEAU MONDE GRAPHITE INC.
Notes to the condensed consolidated interim financial statements
(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)
3. | MATERIAL ACCOUNTING POLICIES |
Basis of consolidation
The Company’s consolidated financial statements consolidate those of the parent company and its subsidiaries. The parent company controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary, and could affect those returns through its power over the subsidiary.
All transactions and balances between group companies are eliminated upon consolidation, accounting policies of subsidiaries are consistent with the policies adopted by the Company.
Subsidiaries
On June 20, 2025, NMG Bécancour Inc. and NMG Matawinie Inc. were incorporated.
Information on the Company’s subsidiaries as at June 30, 2026, all of which are wholly-owned, are as follows:
NAME OF SUBSIDIARY | PRINCIPAL ACTIVITY | COUNTRY OF INCORPORATION | YEAR OF INCORPORATION |
Quartier Nouveau Monde Inc. | Real estate | Canada | 2017 |
Nouveau Monde Europe LTD | Trading | England and Wales | 2020 |
NMG Bécancour Inc. | Active anode material operations | Canada | 2025 |
NMG Matawinie Inc. | Mining of natural flake graphite | Canada | 2025 |
Deferred Financing Fees
Deferred Financing Fees paid to obtain a financing are recognised as transaction costs when it is likely that some or all of the debt, to which the fees are related, will be drawn. Transaction costs are deferred until the facility is arranged and drawdown occurs, at which time the deferred financing fees will be offset against the proceeds of the credit facility. If it becomes likely that the credit facility will not be completed, the deferred financing fees will be expensed.
4. | NEW ACCOUNTING STANDARDS ADOPTED |
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. For qualifying financial liabilities settled throught an electronic cash transfer system, the Company has elected to derecognize the liability when an irrevocable payment instruction is submitted to payment system. The adoption of these amendments did not have a material impact on the Company's condensed interim 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 2025 consolidated audited annual financial statement. Actual results may differ significantly.
6
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, 2026 | ||||||||||||||||||
| | | | | | | Furniture | | | | | | | | Bécancour Battery | | | | |
| | | | | | | and other IT | | Mining | | | | Mine under | | Material Plant | | Other assets | | |
| Land | | Buildings | | Equipment | | equipment | | infrastructure | | Rolling stock | | construction [1] | | under construction [1] | | under construction [1] | | Total |
| $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ |
COST | | | | | | | | | | | | | | | | | | | |
January 1, 2026 | 2,455 | | 1,980 | | 21,246 | | 235 | | 1,478 | | 399 | | 76,020 | | 1,219 | | 842 | | 105,874 |
Additions, net of grants | 801 | | 1,383 | | — | | — | | — | | 77 | | 30,811 | | — | | 49 | | 33,121 |
Transfers | — | | — | | 93 | | — | | — | | — | | — | | — | | (93) | | — |
Write-Off/Disposals | — | | — | | (209) | | — | | — | | — | | — | | — | | — | | (209) |
June 30, 2026 | 3,256 | | 3,363 | | 21,130 | | 235 | | 1,478 | | 476 | | 106,831 | | 1,219 | | 798 | | 138,786 |
ACCUMULATED DEPRECIATION | | | | | | | | | | | | | | | | | | | |
January 1, 2026 | — | | 534 | | 19,383 | | 179 | | 20 | | 332 | | — | | — | | — | | 20,448 |
Depreciation | — | | 70 | | 366 | | 5 | | 51 | | 16 | | — | | — | | — | | 508 |
Write-Off/Disposals | — | | — | | (209) | | — | | — | | — | | — | | — | | — | | (209) |
June 30, 2026 | — | | 604 | | 19,540 | | 184 | | 71 | | 348 | | — | | — | | — | | 20,747 |
Net book value as at June 30, 2026 | 3,256 | | 2,759 | | 1,590 | | 51 | | 1,407 | | 128 | | 106,831 | | 1,219 | | 798 | | 118,039 |
| For the year ended December 31, 2025 | ||||||||||||||||||
| | | | | | | Furniture | | | | | | | | Bécancour Battery | | | | |
| | | | | | | and other IT | | Mining | | | | Mine under | | Material Plant | | Other assets | | |
| Land | | Buildings | | Equipment | | equipment | | infrastructure | | Rolling stock | | construction [1] | | under construction [1] | | under construction [1] | | Total |
| $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ |
COST | | | | | | | | | | | | | | | | | | | |
January 1, 2025 | 2,455 | | 2,028 | | 27,547 | | 235 | | — | | 350 | | 62,479 | | 1,175 | | 1,615 | | 97,884 |
Additions, net of grants | — | | 169 | | (1,100) | | — | | 115 | | 49 | | 13,541 | | 44 | | 1,884 | | 14,702 |
Transfers | — | | — | | 1,151 | | — | | 1,363 | | — | | — | | — | | (2,514) | | — |
Write-Off/Disposals | — | | (217) | | (6,352) | | — | | — | | — | | — | | — | | (143) | | (6,712) |
December 31, 2025 | 2,455 | | 1,980 | | 21,246 | | 235 | | 1,478 | | 399 | | 76,020 | | 1,219 | | 842 | | 105,874 |
ACCUMULATED DEPRECIATION | | | | | | | | | | | | | | | | | | | |
January 1, 2025 | — | | 644 | | 19,097 | | 170 | | — | | 307 | | — | | — | | — | | 20,218 |
Depreciation | — | | 105 | | 6,638 | | 9 | | 20 | | 25 | | — | | — | | — | | 6,797 |
Write-Off/Disposals | — | | (215) | | (6,352) | | — | | — | | — | | — | | — | | — | | (6,567) |
December 31, 2025 | — | | 534 | | 19,383 | | 179 | | 20 | | 332 | | — | | — | | — | | 20,448 |
Net book value as at December 31, 2025 | 2,455 | | 1,446 | | 1,863 | | 56 | | 1,458 | | 67 | | 76,020 | | 1,219 | | 842 | | 85,426 |
[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.
7
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 amount of borrowing costs included in Mine under construction for the three and six-month periods ended June 30, 2026 is $382 and $764, respectively ($561 and $1,122 for the three and six-month periods ended June 30, 2025). 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, 2026.
Included in additions to Mine under Construction are capitalized depreciation charges of $17 and $17 for the three and six months periods ended June 30, 2026, respectively (2025 – nil), relating to assets currently in service that support the development and construction activities of the Matawinie Mine Project.
The Company granted a hypothec to Pallinghurst Graphite International Limited on the Matawinie Mining Property, including the related mining claims, to secure the Company’s obligations under the remaining 2% NSR agreement.
7. | TAX CREDITS RECEIVABLE |
As at June 30, 2026, tax credits receivable totaled $15,531, including $13,711 classified as non-current assets (December 31, 2025: $9,374, including $7,514 classified as non-current assets). The increase mainly relates to investment tax credits of $3,117 generated on eligible expenditures incurred during the period for the Matawinie Mine Project, which are recognized as a reduction of the carrying amount of the Mine under Construction asset category within property, plant and equipment. The increase was also driven by $2,954 of tax credits related to the Scientific Research and Experimental Development ("SR&ED") tax incentive program, reflecting enhanced incentives introduced under both the Canadian and Québec SR&ED programs.
8. | DEFERRED FINANCING COSTS |
In connection with the committed senior project debt facilities with EDC and the CIB described in Note 1, the Corporation has a balance of deferred financing costs of $5,301 recorded as Deferred Financing Costs as of June 30, 2026. These costs of which $1,823 were paid in cash are directly attributable to the debt transaction that otherwise would have been avoided and will be offset against the proceeds when the Corporation draws down the funds.
9. | ACCOUNTS PAYABLE |
| | June 30, 2026 | | December 31, 2025 |
| | $ | | $ |
Trade payable and accrued liabilities |
| 43,701 | | 8,041 |
Wages and benefits liabilities |
| 2,036 | | 2,441 |
Accounts payable |
| 45,737 | | 10,482 |
10. | CONVERTIBLE NOTES |
On November 8, 2022, the Company completed a private placement of unsecured convertible notes (the “Notes”) for aggregate gross proceeds of $67.2 million (US$50 million) with Mitsui & Co., Ltd (“Mitsui”), Pallinghurst Bond Limited (“Pallinghurst”) and Investissement Québec (“IQ”). The Notes are denominated in U.S. Dollars with a term of 36 months and carry a quarterly coupon interest payment of the greater of the 3-month CME Term SOFR plus 4% and 6%.
Subsequently and effective January 1, 2023, the Notes contracts were amended by:
| - | Removing the interest capitalization provisions, such that accrued interest will be deemed paid in full in shares each quarter following the exchange’s approval; and |
| - | Increasing the interest rate to the greater of the 3-month CME Term SOFR plus 5% and 7%. |
The Notes include the following material conversion and settlement options available to the holders and the Company:
- | General conversion option: The holder of a Note, at any time before maturity, can convert the outstanding principal amount into units for US$5/unit. Each unit comprises one common share of the Company and one share warrant. The share warrant can be used to subscribe one common share of the Company at an exercise price of US$5.70/share for a period of 24 months from the date of conversion of the Note. |
8
NOUVEAU MONDE GRAPHITE INC.
Notes to the condensed consolidated interim financial statements
(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)
- | Repurchase option: The Company has, at its sole discretion, an option to repay the Notes at the Repurchase Amount (as defined in the subscription agreement) at the earlier of (i) December 31, 2023; or (ii) the date of a final investment decision (FID) as defined in the subscription agreement. Depending on the circumstances, the repurchase amount is affected by the remaining time to maturity and the cumulative interest paid to date to the Holders. |
- | Interest repayment option: Quarterly, the Company has an option to pay the interest due in (i) cash; or (ii) in Common Shares subject to the TSX’s approval, by delivering share certificates to the Holders upon maturity, conversion or redemption at a U.S. Dollar equivalent of the Company’s TSX market share price, determined at the quarter end on which such interest became payable. |
- | The Notes also include redemption mechanisms in favor of the holders in the event of a change of control or an event of default. |
On May 2, 2024, the Company closed a private placement with Mitsui and Pallinghurst for the surrender and cancellation of their convertible notes dated November 8, 2022, as amended and restated effective January 1, 2023. The Company issued 12,500,000 Common Shares and 12,500,000 Warrants to Mitsui and 6,250,000 Common Shares and 6,250,000 Warrants to Pallinghurst in exchange for their convertible notes totalling US$37.5 million. Concurrently with the redemption, surrender and cancellation of Mitsui’s and Pallinghurst’s convertible notes, the Company issued 1,579,043 Common Shares that had been reserved for issuance in connection with the interest calculated between November 8, 2022, and February 14, 2024, date on which the subscription agreement was concluded.
Convertible Notes – Amendment dated October 27, 2025:
| | Host (amortized cost) | | Derivative (FVTPL) | | Total |
| | $ | | $ | | $ |
Issuance |
| 16,844 |
| 651 |
| 17,495 |
Interest accretion | | 102 | | — | | 102 |
Fair value adjustment |
| — |
| (286) |
| (286) |
Settlement | | — | | — | | — |
Foreign exchange |
| (350) |
| (13) |
| (363) |
Balance as of December 31, 2025 |
| 16,596 |
| 352 |
| 16,948 |
Interest accretion | | 303 | | — | | 303 |
Fair value adjustment |
| — |
| (359) |
| (359) |
Foreign exchange |
| 620 |
| 10 |
| 630 |
Balance as of June 30, 2026 |
| 17,519 |
| 3 |
| 17,522 |
On October 27, 2025, the Company reached an agreement with Investissement Québec to extend the maturity date of their Convertible Note from November 8, 2025 to November 8, 2026. In consideration for the extension, the terms of the Notes were amended as follows:
| - | The interest rate was increased from the greater of 7% or 3-month CME Term SOFR + 5% to the greater of 7% or 3-month CME Term SOFR + 7%, effective November 9, 2025; and |
| - | The Company’s discretionary repurchase option was retained; however, the previous interest-related redemption clause (Redemption Premium Forward Rate – 7% and Redemption Premium Backward Rate – 12%) was removed. It was replaced with a new provision allowing the Company to redeem the Notes at any time up to maturity for the principal amount plus any unpaid accrued interest. |
Because the amendment occurred shortly before the original maturity date of November 8, 2025 and represented a renegotiation of the terms, the transaction was accounted for as an extinguishment of the original liability and the issuance of a new financial liability in accordance with IFRS 9. No additional costs were incurred in connection with the amendment.
9
NOUVEAU MONDE GRAPHITE INC.
Notes to the condensed consolidated interim financial statements
(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)
For the three and six-month periods ended June 30, 2026, the interest coupon totalled an aggregate amount of $467 (US$337) and $923 (US$670), respectively ($405 (US$293) and $821 (US$583)) for the three and six-month periods ended June 30, 2025). For the second quarter of 2026, the Company elected to pay the interest coupon with 227,924 common shares at a price of US$1.48 which will be issued at maturity or at conversion of IQ’s Note. The common shares to be issued are recorded as other reserves in the consolidated statements of changes in equity.
Below is a sensitivity analysis on inputs impacting the fair value revaluation of the derivative.
| | | | Reasonably | | Sensitivity [1] | | | | Reasonably | | Sensitivity [1] |
| | December 31, 2025 | | possible change | | (Derivative liability) | | June 30, 2026 | | possible change | | (Derivative liability) |
Observable inputs | | | | | | | | | | | | |
Share price |
| US$2.48 | | +/- 10% | | +29/-114 |
| US$1.50 | | +/- 10% | | +9/-1 |
Foreign Exchange rate |
| 1.37 | | +/-5% | | +/-18 |
| 1.39 | | +/-5% | | +/-0 |
Unobservable inputs |
| | | | | |
| | | | | |
Expected volatility |
| 59.9% | | +/- 10% | | +21/-109 |
| 65.0% | | +/- 10% | | +10/-1 |
Credit spread |
| 11.1% | | +/-5% | | +47/-72 |
| 11.1% | | +/-5% | | +0/0 |
[1]Holding all other variables constant.
11. | DERIVATIVE WARRANT LIABILITY |
| | |
| | Total |
| | $ |
Issuance | | 40,151 |
Fair value adjustment |
| (24,900) |
Foreign exchange |
| 338 |
Balance as of December 31, 2024 | | 15,589 |
Fair value adjustment |
| 64,723 |
Settlement |
| (16,151) |
Foreign exchange |
| (1,204) |
Balance as of December 31, 2025 | | 62,957 |
Fair value adjustment |
| (14,942) |
Foreign exchange |
| 2,113 |
Balance as of June 30, 2026 | | 50,128 |
Private placement with GM and Panasonic:
On February 28, 2024, the Company completed a private placement with General Motors holdings LLC (“GM”) and Panasonic Holdings Corporation (“Panasonic”). Each party subscribed for 12,500,000 Common Shares and 12,500,000 Warrants. The 25,000,000 Common Shares and Warrants were issued for aggregate gross proceeds of $67.9 million (US$50 million).
The Warrants are exercisable in connection with the Tranche 2 Investment at the final investment decision (“FID”) or at the latest on February 28, 2029. Each Warrant will entitle the holder to acquire one Common Share (a “Warrant Share”) at a price equal to US$2.38 per Warrant Share.
In October 2025, GM provided the Company with a termination notice indicating that, effective November 30, 2025, it was terminating both the Subscription Agreement and the Supply Agreement. The termination resulted in the derecognition of GM’s derivative warrant liability and a gain of $16,151 (US$11,554) recognized in the consolidated statement of loss related to the settlement of the derivative warrant liability.
In April 2026, the Company entered into an amendment agreement with Panasonic in respect of its warrants. Under the amended terms, the warrants are exercisable upon the final investment decision (“FID”) for the 13ktpy Bécancour Battery Material Plant (“Bécancour FID”) project, rather than upon an affirmative FID, which could previously have been interpreted as either the Matawinie Mine FID or the Bécancour FID.
10
NOUVEAU MONDE GRAPHITE INC.
Notes to the condensed consolidated interim financial statements
(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)
Private placement with Mitsui and Pallinghurst:
On May 2, 2024, the Company completed a private placement, with Mitsui and Pallinghurst for the surrender and cancellation of their convertible notes dated November 8, 2022. The Company issued 18,750,000 Common Shares and 18,750,000 Warrants to Mitsui and Pallinghurst for a total value of US$37.5 million.
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.
In April 2026, the Company entered into an amendment agreement with Mitsui in respect of its warrants. Under the amended terms, the warrants are exercisable upon the final investment decision (“FID”) for Bécancour FID, rather than upon an affirmative FID, which could previously have been interpreted as either the Matawinie Mine FID or the Bécancour FID.
Private placement with IQ and CGF:
On December 20, 2024, the Company completed a private placement, with Canada Growth Fund (“CGF”) and IQ. Each party subscribed for 19,841,269 Common Shares and 19,841,269 Warrants. The 39,682,538 Common Shares and Warrants were issued for aggregate gross proceeds of $71.2 million (US$50 million).
The Warrants are exercisable in connection with the final investment decision (“FID”) or at the latest on December 20, 2029. Each Warrant will entitle the holder to acquire one Common Share (a “Warrant Share”) at a price equal to US$2.38 per Warrant Share.
In May 2026, the Company amended the warrant certificates issued to CGF and IQ, to extend their expiry date from December 20, 2029 to December 20, 2030. The amended and restated warrant certificates became effective on May 28, 2026.
Upon closing of the private placement on May 15, 2026, acceleration notices were issued in respect of the CGF Warrants and IQ Warrants. Following the issuance of these notices, the IQ Warrants became exercisable after 30 days, while the CGF Warrants will become exercisable after 90 days, in accordance with the terms of the respective agreements.
The following assumptions were used to estimate the fair value of the derivative warrant liability:
| | | | June 30, 2026 |
| | IQ & CGF | | Bécancour FID |
Number of Warrants |
| 39,682,538 | | 31,250,000 |
Risk-Free Interest Rate |
| 4.19% | | 3.97% |
Expected Volatility |
| 73% | | 96% |
Stock Price at Valuation Date |
| US$1.50 | | US$1.50 |
Exercise Price |
| US$2.38 | | US$2.38 |
Average Fair Value per Warrant |
| US$0.75 | | US$0.17 |
| | | | December 31, 2025 |
| | Matawinie Mine FID | | Bécancour FID |
Number of Warrants | | 45,932,538 | | 25,000,000 |
Risk-Free Interest Rate | | 3.67% | | 3.54% |
Expected Volatility | | 98% | | 98% |
Stock Price at Valuation Date | | US$2.48 | | US$2.48 |
Exercise Price | | US$2.38 | | US$2.38 |
Average Fair Value per Warrant | | US$0.53 | | US$0.87 |
The main non-observable input used in the model is the expected volatility. An increase or decrease in the expected volatility used in the model of 10% would have resulted in the following change in the fair value of the warrants:
| | | | June 30, 2026 |
| | IQ & CGF | | Bécancour FID |
| | $ | | $ |
10% increase in volatility |
| 4,248 | | 1,647 |
10% decrease in volatility |
| (4,497) | | (1,588) |
11
NOUVEAU MONDE GRAPHITE INC.
Notes to the condensed consolidated interim financial statements
(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)
| | | | December 31, 2025 |
| | Matawinie Mine FID | | Bécancour FID |
| | $ | | $ |
10% increase in volatility |
| 2,840 | | 2,503 |
10% decrease in volatility |
| (2,854) | | (2,547) |
12. | EQUITY |
12.1 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, 2026 | | December 31, 2025 |
Shares issued at the start of the period |
| 160,761,539 |
| 152,261,189 |
Shares issued from offering | | — | | 8,333,334 |
Common shares issued upon conversion of subscriptions receipts | | 52,440,000 | | — |
Shares issued from Private Placements | | 115,847,791 | | — |
Options exercised (Note 12.3) | | 102,500 |
| 167,016 |
Release of performance share units (PSU) (Note 12.3) | | 5,000 | | |
Shares issued at the end of period |
| 329,156,830 | | 160,761,539 |
On April 16, 2026, the Company completed a bought deal public offering of 52,440,000 subscription receipts, which included the exercise in full of the over-allotment option, at a price of US$1.84 per Subscription Receipt, for gross proceeds of $132.3M (US$96.5M). Each Subscription Receipt represented the right to receive one common share upon satisfaction of certain release conditions, notably the approval of the concurrent private placement by the Company’s shareholders and the closing thereof. The gross proceeds from the offering were placed into escrow pending satisfaction of the release conditions. On May 15, 2026, the release conditions were met and the conversion of the Subscription Receipts into 52,440,000 common shares became unconditional.
Had the Financing Transaction not closed, the proceeds would have been refunded and the Subscription Receipts cancelled. As a result of this conditionality, the Subscription Receipts were classified as a financial liability with an embedded derivative upon initial recognition, as the Company was required to deliver a fixed number of common shares upon conversion, while the proceeds received were denominated in U.S. dollars and the Company's functional currency is the Canadian dollar, resulting in a variable amount of consideration in the Company's functional currency.
The derivative’s fair value of $23.5M (US$17.1M) was determined based on the difference between the Company’s share price on April 16, 2026 (US$2.17) and the US$1.84 Subscription Receipt issuance price. The residual amount of $108.8M (US$79.4M) was recorded as a financial liability, which was accounted for at amortized cost and accreted to the face value of the Subscription Receipts over the period from April 16, 2026 to July 31, 2026, being the ultimate date for conversion of the Subscription Receipts. Transaction costs were allocated on a pro rata basis between the host and the derivative.
Upon the closing of the Private Placement on May 15, 2026, the embedded derivative was revalued at $2.3M (US$1.7M) using the same methodology as described above, at which time the carrying value of the liability related to the Subscription Receipts and the fair value of the derivative were transferred to share capital as the conversion of the Subscription Receipts into common shares of the Company became unconditional.
| | Host (amortized cost) | | Derivative (FVTPL) | | Total |
| | $ | | $ | | $ |
Initial proceeds | | 108,828 | | 23,460 | | 132,288 |
Deduct : transaction fees [1] | | (7,418) | | — | | (7,418) |
Interest accretion | | 7,701 |
| — | | 7,701 |
Fair value adjustment | | — |
| (21,147) | | (21,147) |
Foreign exchange | | 143 |
| 27 | | 170 |
Transferred to Share Capital upon conversion of Subscription Receipts |
| 109,254 |
| 2,340 |
| 111,594 |
12
NOUVEAU MONDE GRAPHITE INC.
Notes to the condensed consolidated interim financial statements
(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)
[1] Transaction fees of $1,599 related to the derivative were recognized in the Consolidated Statement of loss.
On May 15, 2026, the Company closed the private placement with CGF, the Government of Québec via IQ and ENI, representing aggregate gross proceeds of $294.6M (US$213,2M). Pursuant to the Private Placement, each of CGF, IQ and ENI subscribed for 44,452,460 common shares of the Company, 33,351,853 Common Shares and 38,043,478 Common Shares, respectively, at a price of US$1.84 per Common Share. The closing of the Private Placement was conditional upon, among other things, the receipt of various shareholder approvals in accordance with applicable rules of the TSX and Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions, which were obtained on May 13, 2026.
12.2 LOSS (EARNINGS) PER SHARE
The calculation of the basic and diluted loss (earnings) per share is based on the loss (earnings) 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, 2026 | | June 30, 2025 | June 30, 2026 | | June 30, 2025 |
Net loss (income) and comprehensive loss (income) | | (9,427) | | 21,016 | (4,962) | | 33,458 |
| | | | | | | |
Basic weighted average number of shares outstanding |
| 246,446,308 |
| 153,617,190 | 204,520,824 |
| 153,520,930 |
Dilutive effect of share options and equity settled awards | | 984,328 |
| — | 1,041,407 |
| — |
Dilutive weighted average number of shares outstanding |
| 247,430,636 |
| 153,617,190 | 205,562,231 |
| 153,520,930 |
| | | | | | | |
Basic loss (earnings) per share |
| (0.04) |
| 0.14 | (0.02) |
| 0.22 |
Diluted loss (earnings) per share |
| (0.04) |
| 0.14 | (0.02) |
| 0.22 |
12.3 SHARE-BASED PAYMENTS
The Company maintains various share-based compensation incentives governed by the omnibus equity incentive plan available to eligible directors, officers, employees, and consultants, as determined by the Board of Directors. The objective of the Omnibus Equity Incentive Plan is to enhance the Company’s ability to attract and retain talented personnel, while aligning their interests with those of the Company’s shareholders. Under the Omnibus Equity Incentive Plan, the Company may grant Stock Option Awards, Restricted Share Unit (“RSU”) Awards, Performance Share Unit (“PSU”) Awards, and Deferred Share Unit (“DSU”) Awards. The Omnibus Equity Incentive Plan stipulates that the total number of share-based payments under this Plan shall not exceed 15% of the Company’s total issued and outstanding shares, with a maximum of 7.5% allocated to RSUs, PSUs, and DSUs, and a maximum of 7.5% allocated to Stock Options.
A summary of the share-based payments expense is detailed as follows:
| | For the six-month period ended | | For the six-month period ended |
| | June 30, 2026 | | June 30, 2025 |
Stock option |
| 1,167 |
| 3,331 |
RSU |
| 299 |
| — |
PSU | | 1,000 |
| — |
DSU | | 241 |
| — |
| | 2,707 | | 3,331 |
During the three and six-month periods ended June 30, 2026, the Company capitalized $48 and $95, respectively, of share-based payment expenses in property plant and equipment, under the category mine under construction ($4 and $336 for the three and six-month periods ended June 30, 2025).
13
NOUVEAU MONDE GRAPHITE INC.
Notes to the condensed consolidated interim financial statements
(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)
Stock options
The Company’s stock options are as follows:
| | For the six-month period ended June 30, 2026 | | For the year ended December 31, 2025 | ||||
| | | | Weighted average | | | | Weighted average |
| | Number of | | exercise price | | Number of | | exercise price |
| | Stock Options | | $ | | Stock Options | | $ |
Opening balance | | 7,690,750 | | 4.59 | | 7,994,500 | | 4.90 |
Granted | | 1,455,439 | | 2.68 | | 2,052,500 | | 2.18 |
Exercised | | (102,500) |
| 2.26 |
| (510,000) |
| 1.98 |
Expired | | (848,250) |
| 10.29 |
| (1,574,000) |
| 4.26 |
Forfeited | | (198,701) |
| 2.25 |
| (272,250) |
| 2.47 |
Ending balance | | 7,996,738 |
| 3.72 |
| 7,690,750 |
| 4.59 |
Options that can be exercised | | 5,092,500 |
| 4.35 |
| 3,845,750 |
| 6.53 |
The Company’s stock options include grants made to key employees in 2024 that vest upon the achievement of the Bécancour FID, subject to certain conditions.
Restricted share units
The Company’s RSU are as follows:
| | For the six-month period ended June 30, 2026 | | For the year ended December 31, 2025 | ||||
| | | | Weighted average | | | | Weighted average |
| | | | share price | | | | share price |
| | Number of RSUs | | $ | | Number of RSUs | | $ |
Opening balance | | 197,342 | | 3.42 | | — | | — |
Granted | | 678,949 | | 2.63 | | 197,342 | | 3.42 |
Forfeited | | (19,428) | | 2.97 |
| — | | — |
Ending balance | | 856,863 |
| 2.80 |
| 197,342 |
| 3.42 |
Vested - end of the period | | — |
| — |
| — |
| — |
They RSU vest annually in three equal tranches from the date of grant.
Performance share units
The Company assesses each reporting period if performance criteria on share-based units will be achieved in measuring the share-based payments. The actual share-based payment and the period over which the expense is being recognized may vary from the estimate.
The Company’s PSU are as follows:
| | For the six-month period ended June 30, 2026 | | For the year ended December 31, 2025 | ||||
| | | | Weighted average | | | | Weighted average |
| | | | share price | | | | share price |
| | Number of PSUs | | $ | | Number of PSUs | | $ |
Opening balance | | 394,658 | | 3.42 | | — | | — |
Granted | | — | | — | | 394,658 | | 3.42 |
Forfeited | | (8,333) | | 3.42 |
| — | | — |
Released through the issuance of ordinary shares | | (5,000) | | 3.42 |
| — | | — |
Ending balance | | 381,325 |
| 3.42 |
| 394,658 |
| 3.42 |
Vested - end of the period | | 192,329 |
| 3.42 |
| — |
| — |
14
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 PSUs vest upon the achievement of FID, with a portion having vested upon the achievement of the Matawinie Mine FID and the remaining portion vesting upon the achievement of the Bécancour FID.
Deferred share units
The Company’s DSU are as follows:
| | For the six-month period ended June 30, 2026 | | For the year ended December 31, 2025 | ||||
| | | | Weighted average | | | | Weighted average |
| | | | share price | | | | share price |
| | Number of DSUs | | $ | | Number of DSUs | | $ |
Opening balance | | — | | — | | — | | — |
Granted | | 91,629 | | 2.63 | | — | | — |
Ending balance | | 91,629 |
| 2.63 |
| — |
| — |
Vested - end of the period | | 91,629 |
| 2.63 |
| — |
| — |
DSUs are granted on a quarterly basis and vest immediately upon grant.
13. | MINING PROJECTS EXPENSES |
| | For the three-month periods ended | | For the six-month periods ended | ||||
| | June 30, 2026 | | June 30, 2025 | | June 30, 2026 | | June 30, 2025 |
| | $ | | $ | | $ | | $ |
Wages and benefits | | 1,237 | | 1,030 | | 2,626 | | 2,006 |
Share-based compensation |
| 307 | | 41 | | 584 | | 563 |
Engineering | | 48 | | — | | 143 | | — |
Consulting fees |
| 18 | | 20 | | 42 | | 51 |
Materials, consumables, and supplies |
| 158 | | 121 | | 316 | | 339 |
Maintenance and subcontracting |
| 320 | | 125 | | 731 | | 213 |
Utilities |
| 96 | | 93 | | 178 | | 185 |
Depreciation and amortization |
| 114 | | 61 | | 234 | | 121 |
Other |
| (16) | | 70 | | 39 | | 138 |
Uatnan Mining Project - Exploration and evaluation expenses | | 4 | | 4 | | 9 | | 14 |
Grants |
| — | | (37) | | — | | (42) |
Tax credits |
| (621) | | (119) | | (915) | | (213) |
Mining projects expenses |
| 1,665 |
| 1,409 | | 3,987 |
| 3,375 |
14. | BATTERY MATERIAL PLANT PROJECT EXPENSES |
| | For the three-month periods ended | | For the six-month periods ended | ||||
| | June 30, 2026 | | June 30, 2025 | | June 30, 2026 | | June 30, 2025 |
| | $ | | $ | | $ | | $ |
Wages and benefits | | 962 | | 1,208 | | 1,871 | | 2,553 |
Share-based compensation |
| 73 | | 63 | | 201 | | 333 |
Engineering |
| 3,088 | | 3,898 | | 6,401 | | 8,972 |
Consulting fees |
| 134 | | 248 | | 329 | | 456 |
Materials, consumables, and supplies |
| 72 | | 193 | | 155 | | 661 |
Maintenance and subcontracting | | 219 | | 714 | | 261 | | 872 |
Utilities |
| 3 | | 9 | | 15 | | 139 |
Depreciation and amortization |
| 199 | | 2,248 | | 384 | | 4,345 |
Other |
| 115 | | 104 | | 206 | | 185 |
Grants |
| — | | (154) | | (70) | | (404) |
Tax credits |
| (1,093) | | 70 | | (2,025) | | 70 |
Battery Material Plant project expenses |
| 3,772 |
| 8,601 | | 7,728 |
| 18,182 |
15
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. | GENERAL AND ADMINISTRATIVE EXPENSES |
| | For the three-month periods ended | | For the six-month periods ended | ||||
| | June 30, 2026 | | June 30, 2025 | | June 30, 2026 | | June 30, 2025 |
| | $ | | $ | | $ | | $ |
Wages and benefits | | 2,556 | | 2,213 | | 4,985 | | 4,281 |
Share-based compensation | | 841 | | 11 | | 1,827 | | 2,099 |
Professional fees | | 1,803 | | 1,180 | | 3,655 | | 1,711 |
Consulting fees | | 673 | | 1,176 | | 1,388 | | 1,834 |
Travelling, representation and convention | | 296 | | 359 | | 482 | | 561 |
Office and administration | | 1,468 | | 1,337 | | 3,101 | | 2,585 |
Stock exchange, authorities, and communication | | 115 | | 183 | | 219 | | 434 |
Depreciation and amortization | | 38 | | 36 | | 77 | | 72 |
Other financial fees | | 4 | | 60 | | 11 | | 63 |
Grants | | (4) | | — | | (4) | | — |
General and administrative expenses | | 7,790 |
| 6,555 | | 15,741 | | 13,640 |
16. | NET FINANCIAL COSTS (INCOME) |
| | For the three-month periods ended | | For the six-month periods ended | ||||
| | June 30, 2026 | | June 30, 2025 | | June 30, 2026 | | June 30, 2025 |
| | $ | | $ | | $ | | $ |
Foreign exchange loss (gain) | | (2,697) | | (977) | | (1,709) | | (1,001) |
Interest income |
| (2,295) | | (720) | | (2,850) | | (1,722) |
Interest expense on lease liabilities |
| 1 | | 2 | | 2 | | 5 |
Change in fair value - Listed shares | | 50 | | 25 | | 150 | | 25 |
Change in fair value - Embedded derivative and deferred amount amortization | | (21,341) | | — | | (21,506) | | — |
Change in fair value - Derivative warrant liability | | (4,452) | | 5,664 | | (14,942) | | 41 |
Interest and accretion on borrowings and notes |
| 7,980 | | 357 | | 8,237 | | 713 |
Net financial costs (income) |
| (22,754) |
| 4,351 | | (32,618) |
| (1,939) |
17. | ADDITIONAL CASH FLOW INFORMATION |
| | | | For the six-month periods ended | ||
| | | | June 30, 2026 | | June 30, 2025 |
| | | | $ | | $ |
Grants receivable and other current assets |
| |
| (969) |
| (32) |
Deferred grants |
| |
| — |
| (151) |
Mining tax credits |
| |
| (2,976) |
| (153) |
Sales taxes receivable |
| |
| (3,141) |
| 47 |
Prepaid expenses |
| |
| 1,102 |
| (991) |
Restricted cash and deposits | | | | — | | 2,680 |
Accounts payable and other |
| 9 |
| 5,091 |
| (590) |
Total net change in working capital |
| |
| (893) |
| 810 |
| | | | | | |
Other Cash Flow Information | | | | | | |
Tax credits received |
| |
| 40 |
| — |
Interest paid |
| |
| 10 | | 26 |
Deferred financing costs included in accounts payable and accrued liabilities | | | | 3,478 | | — |
Subscription receipts issuance costs included in accounts payable and accrued liabilities | | | | 1,380 | | — |
Share issue costs included in accounts payable and accrued liabilities | | | | 3,593 | | — |
16
NOUVEAU MONDE GRAPHITE INC.
Notes to the condensed consolidated interim financial statements
(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)
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, 2026 | | June 30, 2025 |
| | | | $ | | $ |
Additions of property, plant and equipment as per note 6 |
| |
| 33,121 |
| 9,805 |
Non-cash decrease (increase) of the asset rehabilitation obligation |
| |
| (354) |
| (37) |
Borrowing costs included in Mine under construction |
| |
| (764) |
| (1,122) |
Share-based compensation capitalized (non-cash) |
| |
| (95) |
| (336) |
Capitalized depreciation | | | | (17) | | — |
Grants recognized |
| |
| 46 |
| 73 |
Grants received | | | | (203) | | (596) |
Tax credits recognized | | | | 3,181 | | — |
Accounts payable variation related to property, plant and equipment |
| |
| (22,175) |
| (1,927) |
Net cash flow used in investing activities - purchase of property, plant and equipment |
| |
| 12,740 |
| 5,860 |
18. | 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, 2026 | | June 30, 2025 | | June 30, 2026 | | June 30, 2025 |
| | $ | | $ | | $ | | $ |
Key management compensation |
| |
| | | |
| |
Wages and short-term benefits |
| 967 |
| 545 | | 1,764 |
| 890 |
Share-based payments |
| 881 |
| (172) | | 1,893 |
| 1,923 |
Board fees |
| 209 |
| 240 | | 410 |
| 470 |
19. | 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 $17,166 (US$12,315) as at June 30, 2026 ($16,551 (US$12,076) as at December 31, 2025).
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). |
17
NOUVEAU MONDE GRAPHITE INC.
Notes to the condensed consolidated interim financial statements
(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)
| | As at June 30, 2026 | ||||||
| | Level 1 | | Level 2 | | Level 3 | | Total |
Financial Assets at FVTPL | | | | | | | | |
Non-current investments (Equity investment in publicly listed entities) |
| 300 |
| — |
| — |
| 300 |
Financial liabilities at FVTPL |
| |
| |
| |
| |
Convertible notes - Embedded derivatives (note 10) |
| — |
| — |
| 3 |
| 3 |
Warrants (note 11) |
| — |
| — |
| 50,128 |
| 50,128 |
| | As at December 31, 2025 | ||||||
| | Level 1 | | Level 2 | | Level 3 | | Total |
Financial Assets at FVTPL | | | | | | | | |
Non-current investments (Equity investment in publicly listed entities) |
| 450 |
| — |
| — |
| 450 |
Financial liabilities at FVTPL |
| |
| |
| |
| |
Convertible notes - Embedded derivatives (note 10) |
| — |
| — |
| 352 |
| 352 |
Warrants (note 11) |
| — |
| — |
| 62,957 |
| 62,957 |
There were no transfers between Level 1, Level 2 and Level 3 during the three and six-month periods ended June 30, 2026 (none in 2025).
Liquidity Risk
Liquidity risk (note 1) is the risk that the Company encounters difficulty in meeting its obligations associated with financial liabilities that are settled by delivering cash or another financial asset.
As at June 30, 2026, all of the Company’s short-term liabilities totalled $114,430 ($91,406 in 2025). These liabilities have contractual maturities of less than one year and are subject to normal trade terms, except for the Derivative warrants liability (Note 11), which are recorded in short-term liabilities due to their conversion features. The derivative warrant liability entails no liquidity risk. The Company regularly evaluates its cash position to ensure preservation and security of capital as well as maintenance of liquidity.
| | As at June 30, 2026 | ||||||||||
| | Carrying | | Contractual | | Remainder of | | Year | | Year | | 2029 and |
| | amount | | cash flow | | the year | | 2027 | | 2028 | | Onward |
Accounts payable and other |
| 45,737 |
| 45,737 |
| 45,737 |
| — |
| — | | — |
Lease liabilities |
| 1,579 |
| 1,737 |
| 349 |
| 488 |
| 314 | | 586 |
Borrowings |
| 634 |
| 675 |
| 150 |
| 300 |
| 225 | | — |
Convertible Notes – Host[i] | | 17,522 | | 17,763 | | 17,763 | | — | | — | | — |
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.
20.Commitments
The Company's contractual capital commitments related to the acquisition of equipment for the Matawinie Mine Project as at June 30, 2026 are as follows:
| | Total |
Equipment commitments – Matawinie Mine Project |
| 49,394 |
Balance as at June 30, 2026 | | 49,394 |
The timing of these capital payments is expected to occur between 2026 and 2028. Certain commitments included in the amount above may be cancelled at the discretion of the Company with little or no financial impact.
18
Exhibit 99.2
MANAGEMENT
DISCUSSION & ANALYSIS
For the six-month period ended June 30, 2026
This Management Discussion and Analysis (“MD&A”) dated August 12, 2026, 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, 2026, and the consolidated audited financial statements for the years ended December 31, 2025, and December 31, 2024, and related notes. The Company’s consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards, as published by the International Accounting Standards Board (“IASB”) (“IFRS Accounting Standards”). 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.
This MD&A report is for the six-month period ended June 30, 2026, with additional information up to August 12, 2026.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This MD&A contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities legislation (collectively, “forward-looking statements”), including, but not limited to, statements relating to future financial or operating events or future performance of the Company and reflect management’s expectations and assumptions regarding the Company’s growth, results, performance and business prospects and opportunities. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to it. In some cases, forward-looking statements can be identified by words such as “aim”, “anticipate”, “aspire”, “attempt”, “believe”, “budget”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “mission”, “plan”, “potential”, “predict”, “progress”, “outlook”, “schedule”, “should”, “study”, “target”, “will”, “would” or the negative of these terms or other similar expressions concerning matters that are not historical facts. In particular, statements regarding the Company’s future results, the intended construction and commissioning timeline of the Matawinie Mine Project and the ramp-up period or commercial production, the demonstration plants, the 13ktpy Bécancour Battery Material Plant, the intended strategy and development of the 13ktpy Bécancour Battery Material Plant, the intended strategy and development of Additional Material Plants, the possibility that the powerline may not be operational in due time for the Matawinie Mine Project commissioning phase, the intended development of the Uatnan Mining Project (as described herein), the economic performance and product development efforts, as well as the Company’s expected achievement of milestones, the ability to obtain sufficient financing for the development of the 13ktpy Bécancour Battery Material Plant Project on favorable terms for the Company, including the completion of the financing and the FID for the 13ktpy Bécancour Battery Material Plant Project, the satisfaction of the terms and conditions, conditions precedent, as well as qualification requirements of the product and the commercial operations as set forth in the offtake agreements entered into with the Company, including the Panasonic Energy Agreement and the amended and restated offtake and joint marketing agreement with Traxys, the satisfaction of the conditions precedent to the Panasonic Energy Agreement, the Company’s development activities and production plans, the ability to achieve the Company’s environmental, social and governance (“ESG”) initiatives, the execution and implementation of agreements with First Nations, communities and key stakeholders on favorable terms for the Company, the Company’s ability to provide advanced materials while promoting sustainability and supply chain traceability, including the Company’s green and sustainable lithium-ion active anode material initiatives, the Company’s ability to establish a local, carbon-neutral, and traceable turnkey supply of graphite for the Western World, the Company’s electrification strategy and its intended results, market trends, the consumers demand for components in
Management Discussion and Analysis | 3 |
lithium-ion batteries for electric vehicles, energy storage solutions, and consumer technology applications, as well as niche applications in traditional, specialized, defense industries, the Company’s competitive advantages, macroeconomic conditions, the impact of applicable laws and regulations, the results of the 2025 Matawinie Mine Feasibility Study, the results of the 2026 Class 3 AACE Project Cost Estimates (as defined herein) for the 13ktpy Bécancour Battery Material Plant, the results of the 2023 Uatnan Mining Project Report 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 development, engineering and planning activities, access to capital and future prices of graphite, new mining operation inherent risks, mineral exploration and development activities inherent risks, the speculative nature of mining development, changes in mineral production performance, the uncertainty of processing the Company’s technology on a commercial basis, development and production timetables; competition and market risks; pricing pressures; other risks of the mining industry, and additional engineering and other analysis as required to fully assess their impact; the fact that certain of the initiatives described in this MD&A are still in the early stages and may not materialize; business continuity and crisis management; political instability and international conflicts; and such other assumptions and factors as set out herein and in this MD&A, and additionally, such other factors discussed in the section entitled “Risk Factors” in the Company’s most recent annual information form, which is available under the Company’s profile on SEDAR+ (www.sedarplus.ca), and on EDGAR (www.sec.gov).
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that may cause results not to be as anticipated, estimated, or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and are cautioned that the list of risks, uncertainties, assumptions and other factors are not exhaustive. The Company does not undertake to update or revise any forward-looking statements that are included in this MD&A, whether as a result of new information, future events, or otherwise, except in accordance with applicable securities laws. Additional information regarding the Company can be found in the most recent annual information form, which is available under the Company’s profile on SEDAR+ (www.sedarplus.ca), and on EDGAR (www.sec.gov), under the Company’s issuer profile.
TECHNICAL INFORMATION AND CAUTIONARY NOTE TO U.S. INVESTORS
Scientific and technical information in this MD&A relating to the Matawinie Mine Project and the Uatnan Mining Project has been reviewed and approved by Eric Desaulniers, geo, President and CEO of NMG, a Qualified Person as defined by National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). Scientific and technical information relating to the Battery Material Plants Project contained in this MD&A has been reviewed and approved by Eric Desaulniers, geo, President and CEO of NMG, who is responsible for such information in his capacity as an officer of the Company. Further information about the Matawinie Mine 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: 2025 Feasibility Study for the Matawinie Graphite Mine, Saint-Michel-des-Saints, Québec, Canada” dated and effective November 12, 2025, and available on SEDAR+ and EDGAR (the “2025 Matawinie Mine Feasibility Study”). Further information about the Uatnan Mining Project, including a description of key assumptions, parameters, methods, and risks,
Management Discussion and Analysis | 4 |
is available in a technical report following NI 43-101 rules and guidelines, titled “NI 43-101 Technical Report – PEA Report for the Uatnan Mining Project”, effective January 10, 2023, and available on SEDAR+ and EDGAR (the “2023 PEA”).
Disclosure regarding Mineral Reserve and Mineral Resource estimates included herein were prepared in accordance with NI 43-101 and applicable mining terms are as defined in accordance with the CIM Definition Standards on Mineral Resources and Reserves adopted by the Canadian Institute of Mining, Metallurgy and Petroleum Council (the “CIM Definition Standards”), as required by NI 43-101. Unless otherwise indicated, all reserve and resource estimates included in this MD&A have been prepared in accordance with the CIM Definition Standards, as required by NI 43-101.
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 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 of 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.
Management Discussion and Analysis | 5 |
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.
In view of final investment decisions (“FID”) on its Phase 2 projects, the Company incorporated NMG Matawinie Inc. and NMG Bécancour Inc. on June 20, 2025, as well as NMG Holdings Inc. on July 17, 2026. The Company has five fully-owned subsidiaries namely:
The Company’s shares are listed under the symbol NOU on the Toronto Stock Exchange (“TSX”) and NMG on the New York Stock Exchange (“NYSE”).
The Company’s consolidated financial statements have been prepared using International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”) (“IFRS Accounting Standards”) 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.
On May 15, 2026, the Company completed a private placement with Canada Growth Fund Inc. (“CGF”), the Government of Québec through Investissement Québec (“IQ”), and ENI S.p.A. (“ENI”), for aggregate gross proceeds $294.6M (US$213.2M) (the “Private Placement”). In addition, aggregate gross proceeds of $132.3M (US$96.5M) from a public offering of subscription receipts of the Company issued on April 16, 2026 (“Public Offering”), were released upon satisfaction of the applicable escrow release conditions. These transactions formed part of an aggregate equity financing package of $426.9M (US$309.7M), which enabled the Company to reach a final investment decision (“FID”) for the Phase 2 Matawinie Mine.
In addition, the Company has secured a fully committed senior project debt commitment letter of US$335 million with Export Development Canada (“EDC”) and Canada Infrastructure Bank (“CIB”), subject to certain conditions precedent, with closing expected in the third quarter of 2026. Together, the equity and debt financings constitute the Company’s Matawinie Mine financing package.
The Company anticipates that the proceeds from the Matawinie Mine financing package will be sufficient to fund its capital requirements up to the start of commercial production of the Matawinie Mine, provided that the Company closes the senior project debt and meets the draw down conditions. In the event that the financing package is insufficient to complete the construction and the commissioning of the mine, the Company will be required to obtain additional financing. Following the achievement of commercial production, the Company expects to generate sufficient cash flows
Management Discussion and Analysis | 6 |
from its mining operations to meet its capital commitments and obligations and to fund its planned expenditures for the Project.
In parallel, the Company is advancing project financing activities for the Phase 2 13ktpy Bécancour Battery Material Plant (as defined below). The development of this project is subject to the Company securing additional financing, which has not yet been obtained. Although management believes that a FID for the 13ktpy Bécancour Battery Material Plant (as defined below) will be achieved, there can be no assurance that the Company will be able to do so or that such financing will be available to the Company on acceptable terms, or at all.
NMG aims to become an integrated company developing responsible mining and advanced processing operations to supply the global economy with carbon-neutral advanced graphite materials. The base case of the 2025 Matawinie Mine Feasibility Study presents a diesel operation, with the opportunity to develop a zero-emission fleet aiming for a transition when the equipment reaches viable technical and economic parameters. This transition is expected to occur during the first five consecutive years following the start of commercial operations at the Matawinie Mine. The Company is developing in Québec, Canada, a fully integrated ore-to-processed-graphite value chain to serve tomorrow’s industries in energy, advanced technology, and manufacturing. With recognized ESG standards (sources: Bloomberg Finance L.P., CDP and Benchmark Mineral Intelligence) and structuring partnerships with major customers, NMG is set to become a strategic supplier of advanced materials to leading specialized manufacturers while promoting sustainability, innovation, and supply chain traceability.
Vision | To accelerate the transition to a decarbonized and just future. |
Mission | To become the industry benchmark by producing high-quality graphite solutions responsibly and safely. |
Values | Caring, responsibility, openness, integrity, and entrepreneurial spirit. |
Based in Québec, Canada, the Company’s activities are focused on the Matawinie graphite mine and concentrator (the “Matawinie Mine” or “Phase 2 Matawinie Mine”), for which the final investment decision (“FID”) was declared on May 15, 2026, and the planned commercial value-added graphite products transformation facilities with an initial battery material plant for 13ktpy of active anode material (the “13ktpy Bécancour Battery Material Plant” or “Phase 2 13ktpy Bécancour Battery Material Plant”), which is progressing towards a targeted FID in H2 2026. NMG is continuing the development of additional battery material plants (the “Additional Battery Material Plants”), in smaller dedicated production capacity of active anode material instead of its previous second stage 44ktpy Bécancour battery material plant which will better serve customer needs. NMG is also planning the development of the Uatnan mining project (the “Uatnan Mining Project”) as a subsequent expansion phase. Underpinning these projects are NMG’s Matawinie and Uatnan deposits and clean hydroelectricity powering its operations. The Company is developing what is projected to be one of the first fully integrated natural graphite production in the G7.
Management Discussion and Analysis | 7 |
| » | Finalization of agreements and establishment of a strategic supply and marketing framework with the Government of Canada translating into a long-term take-or-pay agreements covering 30 ktpy of flake graphite to be produced at the Matawinie mine. The marketing structure allows NMG to market the Government of Canada’s committed volumes with an upside-sharing mechanism on proceeds above a fixed price, and the ability for Canada to store product. |
| » | On May 15, 2026, the Company completed a private placement with strategic investors for aggregate gross proceeds of $294.6M (US$213.2M). In addition, aggregate gross proceeds of $132.3M (US$96.5M) from the Company’s subscription receipts issued on April 16, 2026, were released upon satisfaction of the applicable escrow release conditions. These transactions formed part of an aggregate equity financing package of $426.9M (US$309.7M). |
| » | Following this successful equity financing and the previously announced debt financing commitment of US$335M, NMG confirmed the FID for the Phase 2 Matawinie Mine which is now under construction. |
| » | On May 19, 2026, an official groundbreaking ceremony of the Matawinie mine was held in the presence of the Right Honourable Mark Carney, Prime Minister of Canada, Bernard Drainville, Quebec Minister of Economy, Innovation and Energy and Minister responsible for the Maritime Strategy, as well as partners, elected officials, and key community stakeholders. |
| » | The Company recently completed a Class 3 AACE cost estimate (as defined herein) for the brownfield development of the 13ktpy Bécancour Battery Material Plant, with an estimated CAPEX of $374M (US$267M), and is pursuing the advancement of engineering and accelerating due diligence processes of its various stakeholders in support of a targeted FID in H2 2026, subject to the completion of technical deliverables, stakeholder due diligence processes, the securing of the required additional financing, and the completion of commercial arrangements related to Panasonic Energy. |
| » | Operational discipline, with no major environmental incidents, a 12-month rolling Total recordable injury frequency rate (TRIFR) of 0.95 for the Company’s employees and 0.0 for the contractors active at the Matawinie Mine construction site as of June 30, 2026. |
| » | Period-end cash position of $460,597. |
Management Discussion and Analysis | 8 |
Striving to establish a local and traceable turnkey supply of graphite for the Western World, the Company is advancing an integrated business operation, from responsible mining to advanced processing. The Company’s carbon-neutral status, along with its target to reach Net Zero, is disclosed in the Company’s annual ESG Report and does not depend on the electrification of its mining fleet. The base case of the 2025 Matawinie Mine Feasibility Study is a diesel operation, with the electrification strategy to be implemented when the equipment reaches viable technical and economic parameters. NMG is marketing its future production of graphite concentrate and active anode material to serve in lithium-ion batteries for EVs, energy storage solutions, and consumer technology applications, as well as niche applications in traditional, industrial, and specialized industries.
Matawinie Mine Project | ||||
Following preliminary work initiated earlier this year, the successful closing of the equity financing package, and the committed debt package conditional upon reaching certain conditions precedents, including among others, the finalization of the legal documentation of the credit facilities of the debt package, NMG is now fully engaged in the construction of the Phase 2 Matawinie Mine. | ||||
Phase 2 Matawinie Mine | Mining decree obtained. FID decision reached on May 15, 2026, with debt financing progressing towards closing. Construction activities have begun, with construction and commissioning expected to take approximately 31 months following FID. | |||
Battery Material Plants Projects | ||||
To support the development of the 13ktpy Bécancour Battery Material Plant, NMG plans to continue optimizing its processes, products, and operational practices to align with the technical requirements of its customer, Panasonic Energy; refine environmental performance and operational parameters of the chemical purification technology; advance engineering, construction planning, and procurement activities; and advance the project financing for the 13ktpy Bécancour Battery Material Plant with the various financial stakeholders engaged in the project to reach its FID and launch construction for this facility. A positive FID for the 13ktpy Bécancour Battery Material Plant is dependent on the financing structure in light of the Class 3 AACE Cost Estimate, the updated financial model, the conclusions of the due diligence processes, and negotiations with the various financial stakeholders, including the completion of the conditions precedent and the project-related agreement with Panasonic Energy. In addition, NMG pursues various workstreams for the development of Additional Battery Material Plants. | ||||
Phase 2 13ktpy Bécancour Battery Material Plant | Acquisition of a brownfield site located in Bécancour. Class 3 AACE Cost Estimate recently completed in support of a targeted FID for H2 2026. | |||
Management Discussion and Analysis | 9 |
Uatnan Mining Project | ||||
To support the advancement of the Uatnan Mining Project, NMG is already engaged with the Innu First Nation of Pessamit to establish a collaboration model in view of advancing a feasibility study along with an environmental and social impact assessment. Additional funding will be required to support this development. The Company also aims at formalizing commercial engagement for this contemplated production. The development of the project leading to governmental authorizations is dependent on positive studies results, successful public consultation and First Nation engagement, favorable market demand, and commercial interest. | ||||
Phase 3 – Uatnan Mining Project | Preliminary economic assessment (“2023 PEA”) completed; detailed work plan for subsequent studies ready for deployment. Assessment of potential sites for processing plants initiated. | |||
Since 2018, the Company has been operating demonstration plants to support its business plan, technological development, and commercialization strategy. In line with the Company’s long-standing plan, following the FID decision reached in May 2026 for the Phase 2 Matawinie Mine, processing activities at the Concentrator and Battery Material Demonstration plants are gradually being phased out.
Concentrator Demonstration Plant (Phase 1)
In anticipation of the completion of this phase out, current inventory of flake graphite is considered sufficient for all foreseen samples required from current and prospective customers.
Battery Material Demonstration Plants (Phase 1)
The Company is partnering with laboratories to produce samples of varying specifications to provide inputs for the engineering of the 13ktpy Bécancour Battery Material Plant and for the development of any Additional Battery Material Plants, support qualification efforts, and optimize technological and operational parameters of advanced refining processes.
MATAWINIE MINE PROJECT (Phase 2)
NMG is advancing the development of its Matawinie graphite property, in which the Company owns a 100% interest, to produce about 106,000 tonnes per year (“tpy”) of graphite concentrate over the 25-year life of mine.
The Phase 2 Matawinie Mine reached FID in May 2026 and construction activities are underway, with preliminary construction work initiated in April 2026. Construction and commissioning of the Phase 2 Matawinie Mine are expected to take approximately 31 months, leading to the start of the operation ramp-up by the end of 2028.
Overall, the Company reports ongoing progress across its construction activities at the Phase 2 Matawinie Mine, with no lost-time injuries recorded as of June 30, 2026, and approximately 21,747 cumulative on-site construction and engineering hours worked since the beginning of construction on April 13, 2026.
Construction is advancing as planned and remains within the overall budget.
The table below summarizes project expenditures incurred as of June 30, 2026, management's current estimate of the remaining costs to complete the project, and the forecasted total project cost at completion.
Management Discussion and Analysis | 10 |
All amounts presented in the table below are in millions of Canadian dollars, unless otherwise indicated.
| | As of June 30, 2026 | | | | |
| Budget ($CAD)1 | Commitments2 | Incurred3 | Estimate to complete (ETC)4 | Estimate at completion (EAC)5 | Variance as of June 30, 2026 |
Capital expenditure (CAPEX) for the construction of the Phase 2 Matawinie Mine | 649.4 | 166.9 | 33.3 | 616.1 | 649.4 | - |
| 1. | The above figures represent the budget disclosed in the prospectus supplement no. 2 in US Dollars and were converted in CAD amounts using the exchange rate of 1.37. |
| 2. | Certain commitments can be cancelled at the discretion of the Company with little or no financial impact. Accordingly, the commitment amounts presented in this table may not reconcile directly to the contractual capital commitments disclosed in the financial statements. |
| 3. | The incurred amounts presented in the table represent project cash expenditures and committed capital costs attributable to the Phase 2 Matawinie Mine Project. These amounts do not include non-cash capitalized items or other accounting adjustments recorded under IFRS. Accordingly, the amounts presented may not directly reconcile to the additions to property, plant and equipment reported in the Company’s financial statements. |
| 4. | Estimate to complete (ETC) represents management's current estimate of the costs expected to be incurred from July 1, 2026, through project completion based on awarded contracts, committed expenditures, and estimated future costs. |
| 5. | Estimate at completion (EAC) represents the total estimated project cost at completion, including trends, and is calculated as the sum of costs incurred as of June 30, 2026 and the ETC. |
Civil works have been the focus since the start of construction, with first concrete pours undertaken in July 2026. Key construction activities included excavation for the concentrator and associated infrastructure at the industrial platform, excavation of water control structures, and backfill of material into the overburden and organic stockpiles.
During the last quarter the following specific milestones were also achieved:
| » | Ongoing permit/authorization applications for the construction managed in line with the project execution schedule. |
| » | Deposits initiated on critical long lead equipment. |
| » | Continued advancement of detailed engineering and procurement of key equipment and construction packages. |
Overall project costs remain aligned with the approved budget, supported by contingency provisions.
In addition, the amendment to Decree 47-2021 for the Matawinie Mine (Phase 2) was officially published on August 5, 2026. It updates the initial government authorization issued in 2021 to reflect the project's evolution since then. It primarily relates to certain operational parameters of the project, including a minor southward extension of the open pit made possible through the acquisition of additional surface rights, and the corresponding increase in the authorized annual graphite production capacity from 100,000 tonnes to 106,000 tonnes.
BATTERY MATERIAL PLANTS PROJECTS
13ktpy Bécancour Battery Material Plant
The Company is advancing the development of its Phase 2 13ktpy Bécancour Battery Material Plant leveraging its newly acquired brownfield site.
Management Discussion and Analysis | 11 |
NMG will leverage a 143,000m2 brownfield property, part of and contiguous with its greenfield site, to build a first production capacity to refine graphite concentrate from the Company’s Phase 2 Matawinie Mine into 13 ktpy of active anode material dedicated to the 2025 Panasonic Energy Binding Offtake Agreement.
The Company’s Integrated Project Team (“IPT”) execution model extends to the 13ktpy Bécancour Battery Material Plant to advance the project development to FID and construction afterwards.
| » | Under this brownfield scenario, the industrial building and associated infrastructure should enable the Company to lower infrastructure costs and project timeline in comparison with a greenfield scenario and streamline permitting, engineering, and construction timelines to align the commissioning period with that of the Phase 2 Matawinie Mine Project. |
| » | The Company recently completed a Class 3 AACE Cost Estimate for the brownfield development of the 13ktpy Bécancour Battery Material Plant, with an estimated CAPEX of $374M (US$267M). This estimate updates the previously disclosed Class 5 AACE Cost Estimate of US$213M and reflects the progression of the project to a higher level of engineering and cost definition, consistent with the greater degree of project maturity associated with a Class 3 AACE Cost Estimate. The Company believes that the Class 3 AACE Cost Estimate provides a more accurate basis for estimating project costs and financing requirements. |
| » | Next steps include continuing to advance engineering development alongside local and Asian partners to refine and optimize the process design and an ongoing collaboration with Panasonic Energy to ensure that the plant design meets their key requirements and expectations. |
The Company completed the Class 3 AACE estimate as per the American Association of Cost Engineers (“AACE”) Recommended Practice 47R-11 (Cost Estimate Classification System – As Applied in Engineering, Procurement, and Construction for the Mining and Mineral Processing Industries) for the development of the 13 ktpy Bécancour Battery Material Plant (the “Class 3 AACE Cost Estimate”) to initially fulfill its committed volumes under the Panasonic Energy Binding Offtake Agreement.
Based on the Class 3 AACE Cost Estimate for the 13 ktpy Bécancour Battery Material Plant, the CAPEX is expected to be approximately US$267 million. The Class 3 AAEC Cost Estimate is classified as a Class 3 AACE estimate, which is typically prepared based on limited information and subsequently has an accuracy range. As such, the Class 3 AACE Cost Estimate forms the initial control estimate against which all actual costs and resources will be monitored. The CAPEX with respect to the 13 ktpy Bécancour Battery Material Plant is future-oriented financial information. Such projection is based on numerous assumptions, including the following material assumptions: (i) targeted production capacity and associated design and throughput; (ii) expected capital costs for major processing equipment, raw materials, and installations; (iii) projected labor costs and workforce availability during construction and commissioning; (iv) assumed foreign exchange rates; (v) anticipated costs of site preparation and building; and (vi) expected construction schedule, commissioning timeline, and ramp-up profile. The Class 3 AACE Cost Estimate has an accuracy range of -20% to +30%, based on cost data as of Q2 2026. CAD values were converted to USD at 1.40. For indicative purposes, applying a sensitivity range of CAD/USD 1.35 to 1.45, the estimated CAPEX are approximately US$273 million at an exchange rate of 1.35 CAD/USD and approximately US$261 million at an exchange rate of 1.45 CAD/USD.
To enable the development of the 13 ktpy Bécancour Battery Material Plant, the Company has acquired 143,000m2 brownfield property with an existing 22,000m2 building located in Bécancour adjacent to the Company’s current 200,000 m2 greenfield site in the Bécancour industrial park.
Due diligence processes are underway and are expected to accelerate with various stakeholders and financing partners in support of a targeted FID in H2 2026, subject to the completion of technical deliverables, the securing of the required additional financing, and the completion of commercial arrangements related to Panasonic Energy. Upon obtaining such
Management Discussion and Analysis | 12 |
FID, construction is now expected to commence and take approximately 24 months, followed by a 12 month ramp up period, with the objective of reaching commercial production within approximately 36 months following FID. NMG continues various workstreams to develop Additional Battery Material Plants of active anode material and/or advanced graphite materials production that could be developed on its existing 200,000-m2 adjacent greenfield or other strategically positioned sites either in North America or in Europe.
The Company is developing the Uatnan Mining Project as an expansion phase (Phase 3) with a view to produce up to 500ktpy of graphite concentrate over a 24-year life of mine, based on the PEA published in 2023 in accordance with NI 43-101. The 2023 PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. Mineral resources that are not mineral reserves have not demonstrated economic viability. Additional trenching and/or drilling will be required to convert inferred mineral resources to indicated or measured mineral resources. There is no certainty that the resource development, production, and economic forecasts on which the 2023 PEA is based will be realized. NMG is actively engaged with the Innu First Nation of Pessamit to define a shared development vision for the Uatnan Mining Project in view of the project’s next steps, namely the preparation of a feasibility study and an environmental and social impact assessment.
Management Discussion and Analysis | 13 |
With a diversified portfolio of products, NMG is aligning its business plan and associated commercial strategy to cater to energy, advanced technology, and manufacturing industries in the Western World and allied nations.
Panasonic Energy
The 2025 Panasonic Energy Binding Offtake Agreement covers an initial seven-year term for the production of 13,000 tpy of active anode material via NMG’s Phase 2 integrated value chain. NMG’s active anode material continues to progress through Panasonic Energy’s qualification protocol to confirm its quality and performance. 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 has reiterated its intent to support the development of NMG’s Phase 2 facility, which may entail an equity investment by Panasonic at the FID of the Phase 2 13ktpy Bécancour Battery Material Plant, in line with Panasonic’s initial investment in 2024.
Traxys
The 2025 Traxys Binding Offtake and Marketing Agreement aims to secure up to 20,000 tpy of graphite concentrate offtake from the Phase 2 Matawinie Mine for distribution to industrial customers. With an initial seven-year term, the agreement includes sales pricing based on market indices with 10,000 tpy of firm take-or-pay volume.
Government of Canada
NMG, through its NMG Matawinie Inc. (“NMGM”) subsidiary, and the Government of Canada, represented by Public Works and Government Services Canada (“Canada”), signed on May 13, 2026, a binding long-term Supply and Storage Agreement (“Offtake Agreement”), and a Marketing Agreement for the supply and resale by NMGM of 30,000 tpy of graphite concentrate from NMG’s Phase 2 Matawinie Mine. The seven-year Offtake Agreement is on a take-or-pay basis at a fixed North American market price for a basket of graphite concentrate products with the ability for Canada to store the products. Additionally, the marketing structure allows NMG to market and resell Canada’s purchased volumes with an upside-sharing mechanism on proceeds above the fixed price.
Business Development
In addition, the Company is actively engaged with other tier-1 potential customers interested in NMG’s Phase 2 production for natural flake graphite, active anode material, and/or specialized graphite materials for niche applications.
According to Benchmark Minerals Intelligence Ltd, at the end of 2025, the total worldwide market demand for flake graphite amounted to approximately 1.2 million tpy which can be divided into three distinct markets; lithium-ion batteries (54%), refractory and foundry (32%) and other industrial applications (14%). The lithium-ion battery segment can itself be split in two large categories, electric vehicles (“EVs”) and battery energy storage systems (“BESS”).
NMG through the updated binding long-form term sheet for the supply, storage, and resale of 30,000 tpy of graphite concentrate it has signed with the Government of Canada (industrial applications), Traxys (refractory and foundry) and Panasonic Energy (Lithion-ion batteries) will address all three of these segments aiming to diversify its revenue and cash-flow streams while seeking to align the demand of its customers with the production mix and characteristics of the Matawinie mine.
Management Discussion and Analysis | 14 |
Trends
EV adoption remains on a structural growth path despite regional divergence and policy-driven volatility, with global electric car sales exceeding 20 million units in 2025 and representing 25% of new car sales, while the IEA expects the global EV sales share to reach approximately 28% in 2026. (International Energy Agency)
At the same time, battery demand continues to expand beyond EVs as energy storage becomes a major second growth engine: global battery storage additions reached 108 GW in 2025, up 40% year over year, while BNEF (BloombergNEF) forecasts global storage deployments of 158 GW / 459 GWh in 2026.
This broadening of battery demand into utility-scale storage, behind-the-meter systems and data-centre-related applications supports a more diversified and resilient long-term demand base for battery materials, including graphite. (International Energy Agency, Energy-Storage.news)
Flake graphite pricing
Flake graphite prices are influenced by several factors, including carbon content, mesh size, delivery location and applicable Incoterms. According to Benchmark Mineral Intelligence, flake graphite prices on a DDP China basis remained generally stable throughout the second quarter of 2026, with benchmark prices for key flake grades showing little to no change during the period. (Benchmark Mineral Intelligence, June 2026).
The recent pricing picture is best described as stabilization not recovery. May showed modest weakness in finer mesh flake, while June showed flat pricing because supply Chinese curtailments temporarily offset weak demand. Overall, downstream demand remained soft, as natural graphite anode producers limited procurement to essential purchases, and weak refractory demand persisted because of softness in China’s steel industry. (Benchmark Minerals Flake Graphite Price assessment (June 2026)
Active Anode material pricing
Active anode material (AAM) prices can be impacted by several factors but not limited to graphite feedstock, product specifications, traceability, delivery location, applicable Incoterms and perceived security of supply.
Unlike flake graphite, which is generally traded as a commodity, AAM is a higher-value product tailored to customer requirements and battery performance standards. It typically cannot be easily substituted from one customer to another.
When assessing pricing trends, the Company uses amongst others Benchmark Mineral Intelligence price for high energy natural graphite AAM, (defined as high energy, ≥99.97% C, 360–370 mAh/g) (in combination of price guidance for high-end specifications anode material provided by another data provider).
Natural graphite active anode material prices on a DDP China basis were relatively unchanged from mid-May to mid-June despite modest improvement in downstream demand. As such, high-energy natural graphite Active Anode Material was priced in the (6512 US$ - 7696 US$) per tonne price range (RMB 44,000–52,000/t according to Benchmark Mineral Intelligence)
Recent Regulatory Announcements
At the Evian summit in France, G7 leaders issued a declaration on securing critical minerals supply chains, recognizing the strategic role of critical mineral value chains for economic prosperity, energy security and digital industries. The declaration emphasized the urgency of diversifying supply chains, reducing vulnerabilities arising from market concentration and arbitrary trade restrictions, and coordinating action with partner countries to strengthen resilient, standards-based markets for critical minerals. (June 2026)
Management Discussion and Analysis | 15 |
Building on prior G7 commitments and on the Critical Minerals Production Alliance established under Canada’s 2025 G7 Presidency, G7 leaders agreed to deepen industrial cooperation across mining, processing, recycling and related infrastructure. The expanded Critical Minerals Resilience and Production Alliance are intended to support coordinated project development, demand aggregation, financing, transparency, traceability, stockpiling and recycling, while creating a platform for cooperation among G7 members and like-minded partners. (June 2026)
Canada and Germany announced a strengthened bilateral partnership on critical minerals during the G7 Summit in Evian, France. Prime Minister Mark Carney and Chancellor Friedrich Merz agreed to cooperate both bilaterally and through the G7, with a focus on diversifying raw material supply chains, advancing supply-chain mapping, enhancing critical minerals stockpiling and supporting capital investments by the end of 2026. (June 2026)
Natural Resources Canada announced investments of up to $73 million for 12 projects across Canada to advance the mining sector and strengthen critical mineral supply chains. The package includes up to $51.57 million through the First and Last Mile Fund for infrastructure supporting critical minerals production and supply chains, $19.6 million through the Energy Innovation Program for clean energy and industrial decarbonization technologies, and nearly $2 million through the Indigenous Natural Resource Partnerships program to support Indigenous participation in major critical minerals resource projects. (June 2026)
Natural graphite is designated as a critical mineral in Canada, the United States, the European Union, Australia, and the United Kingdom, and is recognized as a strategic material within the defense and industrial supply chains of NATO allies.
For the twelve-month rolling period ended June 30, 2026, NMG reported a total recordable injury frequency rate of 0.95 and severity rate of 1.89 for all of the Company’s employees, and 0 for contractors at its worksite. There were no major environmental incidents during this period.
On May 13, 2026, NMG published its 2025 ESG Report reflecting its managerial approach to addressing material topics and highlight significant sustainability milestones and indicators. The Company’s established ESG disclosure practices provide shareholders, investors, and stakeholders with a transparent and complete portrait of the Company’s risks, opportunities, and perspectives.
The Company has increased engagement with First Nations, communities, and key stakeholders in the lead up to the start of construction of the Phase 2 Matawinie Mine. Dialogue on project progression, collaboration on joint initiatives, implementation of community-specific agreements, and advancement of project-related opportunities (business, training, employment, environmental stewardship, etc.) are ongoing.
Management Discussion and Analysis | 16 |
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 with the Canadian provincial securities’ regulatory authorities and on SEDAR+ and on EDGAR.
Closing of the previously announced private placements with CGF, IQ and ENI for an aggregate amount of $294.6M (US$213.2M) on May 15, 2026.
| » | Equity investment by CGF ($113 million (US$82 million)), the Government of Québec, through IQ ($85 million (US$61 million)), and ENI ($96 million (US$70 million)). |
| » | The closing of the private placements was conditional upon, among other things, the receipt of various shareholder approvals in accordance with applicable TSX requirements and Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions, which were obtained at the annual and special meeting of shareholders held on May 13, 2026. |
Release on May 15, 2026 of aggregate gross proceeds of $132.3M (US$96.5M) from the Company’s subscription receipts.
| » | Full exercise of the over-allotment option (15% additional subscription receipts). |
| » | The gross proceeds of the Public Offering, less 50% of the underwriters’ fees, held in escrow were released upon satisfaction of the applicable escrow release conditions, including the closing of the private placements with CGF, IQ and ENI. |
These transactions formed part of an aggregate equity financing package of $426.9 million (US$309.7 million), which enabled the Company to reach a FID for the Phase 2 Matawinie Mine Project.
Fully committed senior project debt commitment letter of US$335 million secured with EDC and CIB, subject to certain conditions precedents.
| » | Long-tenor, flexible project-finance structure with competitive rates and repayment terms for a US$290 million senior secured term loan facility and US$45 million senior secured cost overrun debt facility. |
| » | First-ranking security over the Matawinie Mine project and all material assets. |
| » | Facilities to be used to fund eligible project construction costs, working capital requirements prior to completion, and transaction costs associated with the financing. The cost overrun facility provides additional protection against construction cost overruns, subject to defined conditions. |
As is typical in project financings, the Company is required to fund eligible project expenditures using the equity proceeds first. The senior debt facilities are expected to become available and be drawn progressively during project execution, subject to the satisfaction of customary conditions precedent and the achievement of specified project milestones.
Phase 2 13ktpy Bécancour Battery Material Plant Financing
In parallel, the Company advances project financing activities for the 13ktpy Bécancour Battery Material Plant with targeted financial partners. NMG’s strategic shareholders, Panasonic and Mitsui & Co., Ltd (“Mitsui”), have reiterated their interest to continue diligently studying an equity investment into the 13ktpy Bécancour Battery Material Plant FID, pending among other things, customary due diligence including review of economics, agreement on relevant contracts, and lenders’ approval (if necessary).
Management Discussion and Analysis | 17 |
Although management believes that FID for the 13ktpy Bécancour Battery Material Plant will occur, no assurance can be given that those arrangements and expressions of interest will all become committed volumes and converted into a positive FID.
Use of Proceeds – December 2025 Public Offering
On December 19, 2025, NMG completed a public offering via the issuance of 8,333,334 of its common shares at a price of US$2.40 for aggregate gross proceeds of approximately $27.6M (US$20M). Proceeds enable procurement of long-lead equipment, initiate certain construction activities, cover advancement of the detailed engineering and indirect costs for the Matawinie Mine, fund engineering activities to deliver the Class 3 AACE Cost Estimate for the 13ktpy Bécancour Battery Material Plant, which is now complete, and fund general working capital and corporate expenditures.
From the filing date of Prospectus Supplement No. 1 dated December 18, 2025, through June 30, 2026, the following amounts were incurred in respect of the Matawinie Mine, the 13ktpy Bécancour Battery Material Plant Project, and general working capital and corporate expenses.
Planned Use of Proceeds:
| | In millions of CAD $ | | |
| | Planned in prospectus | Spent as at June | Variance |
| | supplement no. 1 (Note A) | 30, 2026 | (Spent minus Planned) |
Phase 2 – Matawinie Mine Project | | 14.7 | 5.3 | (9.4) |
Phase 2 – Bécancour Battery Material Plants Project | | 4.0 | 7.5 | 3.5 |
General Working Capital and Corporate Expenses | | 6.5 | 12.4 | 5.9 |
Total | | 25.2 | 25.2 | 0.0 |
Note A: The above figures represent the net proceeds disclosed in the prospectus supplement no. 1 in US Dollars and were converted in CAD amounts using the exchange rate of 1.3782 found in the prospectus supplement no. 1.
The amount incurred for the Phase 2 Matawinie Mine Project relates primarily to fees incurred prior to the closing of the Matawinie Mine Project financing package completed in May 2026. No additional amounts were used for the Phase 2 Matawinie Mine Project from the December 2025 public offering, as project expenditures incurred during the period were funded through the Matawinie Mine Project financing package completed in May 2026. The remaining balance of approximately $9.4 million originally allocated to the Matawinie Mine Project was redirected to support the development of the Phase 2 13 ktpa Bécancour Battery Material Plant Project, including activities required to advance the project toward a final investment decision (FID), and additional general working capital and corporate expenditures. The Company anticipates that the proceeds from the Matawinie Mine financing package will be sufficient to fund its capital requirements up to the start of commercial production of the Matawinie Mine, provided that the Company closes the senior project debt and meets the draw down conditions.
Management Discussion and Analysis | 18 |
Use of Proceeds – Matawinie Mine Project Financing and Final Investment Decision
The net proceeds from the Public Offering and concurrent Private Placement closed on May 15, 2026 are expected to be used primarily to fund the construction of the Phase 2 Matawinie Mine, including project capital expenditures and contingencies. The proceeds will also support financing-related costs, general and administrative expenses, working capital requirements, and closure and rehabilitation costs associated with the Matawinie Mine Project.
As at June 30, 2026, the following amounts were incurred to advance project development and construction activities related to the Phase 2 Matawinie Mine. All amounts presented in the table below are in millions of Canadian dollars, unless otherwise indicated.
Planned Use of Proceeds:
| | In millions of CAD $ | | |
| | Planned in prospectus | Spent as at June | Variance |
| | supplement no. 21 | 30, 2026 | (Spent minus Planned) |
Capital expenditure (CAPEX) for the construction of the Phase-2 Matawinie Mine & Contingency | | 649.4 | 33.3 | (616.1) |
Financing costs, general and administrative expenses and general working capital | | 60.3 | - | (60.3) |
Closure and rehabilitation costs2 | | 32.9 | - | (32.9) |
Cost overrun facility | | 116.5 | - | (116.5) |
Total | | 859.1 | 33.3 | (825.8) |
| 1) | The above figures represent the net proceeds disclosed in the prospectus supplement no. 2 in US Dollars and were converted in CAD amounts using the exchange rate of 1.37 found in the prospectus supplement no. 2. |
| 2) | Represents the estimated amount of financial guarantee required under Québec mining regulations, based on the 2025 Updated Feasibility Study, to secure the Company's mine closure and site rehabilitation obligations. |
The Company is materially tracking on the planned use of proceeds disclosed in the prospectus, and there are currently no indications that the variances observed will cause any impact on the Company’s ability to achieve its business objectives.
Management Discussion and Analysis | 19 |
During the three-month period ended June 30, 2026, the Company recorded a net income of $9,427 (net loss of $21,016 in 2025), a basic and diluted earnings per share of $0.04 (basic and diluted loss per share of $0.14 in 2025).
Description | | Q2-2026 | | Q1-2026 | | Q4-2025 | | Q3-2025 |
| | (note a) | | (note b) | | (note c) | | (note d) |
|
| $ |
| $ |
| $ |
| $ |
Net loss (income) | | (9,427) | | 4,466 | | (4,988) | | 76,707 |
Basic loss (earnings) per share | | (0.04) | | 0.03 | | (0.03) | | 0.50 |
Diluted loss (earnings) per share | | (0.04) | | 0.03 | | (0.03) | | 0.50 |
Description | | Q2-2025 | | Q1-2025 | | Q4-2024 | | Q3-2024 |
| | $ | | $ | | $ | | $ |
Net loss (income) | | 21,016 | | 12,442 | | 21,904 | | 8,062 |
Basic loss (earnings) per share | | 0.14 | | 0.08 | | 0.19 | | 0.07 |
Diluted loss (earnings) per share | | 0.14 | | 0.08 | | 0.19 | | 0.07 |
| a) | The net income in Q2-2026 increased by $30,443 compared to Q2-2025, mainly due to the fair value revaluation of the embedded derivative of the Subscription Receipts, which resulted in a gain of $21,147 in 2026, combined with the fair value revaluation of derivative warrant liabilities, which resulted in a gain of $4,452 in 2026, compared to a loss of $5,664 in 2025. The decrease was also driven by lower engineering study expenses, lower depreciation expenses, and higher federal and Quebec Scientific Research and Experimental Development (SR&ED) tax credits. These impacts were partially offset by interest accretion on the debt host component of the Subscription Receipts, resulting in an interest accretion expense of $7,701. |
| b) | The net loss in Q1-2026 decreased by $7,976 compared to Q1-2025, mainly due to the fair value revaluation of derivative warrant liabilities (gain of $10,490 in 2026 compared to a gain of $5,623 in 2025), combined with lower engineering study expenses, lower depreciation expenses following the end of depreciation of the coating demonstration plant, and a decrease in share-based compensation expenses resulting from revised assumptions related to performance-based stock options. These impacts were partially offset by higher legal costs associated with progress on the project financing and a foreign exchange loss of $991 in 2026, compared to a gain in 2025. |
| c) | The net loss in Q4-2025 decreased by $26,892 compared to Q4-2024 mainly due to a $4,787 gain related to the fair value revaluation of derivative warrant liabilities and a $16,151 gain on the settlement of the derivative warrant liability related to the termination of GM’s warrant exercisable at FID. For more details on the accounting treatment of this transaction, refer to Note 15 of the Company’s audited consolidated financial statements for the year ended December 31, 2025. |
| d) | The net loss in Q3-2025 increased by $68,645 compared to Q3-2024, mainly due to the fair value revaluation of the derivative warrant liabilities. This revaluation resulted in a non-cash loss of $63,550 in 2025, compared to a gain in 2024, and is mainly correlated with the increase in the Company’s market share price during the quarter. Additionally, the increase in the net loss can be explained by increased activities in connection with technical audits and due diligence processes from potential lenders. These impacts were partially offset by a decrease in engineering expenses following a change in project strategy with a focus on refining engineering for an initial capacity of active anode material production of 13,000 tpy to fulfill Panasonic Energy’s offtake volume. |
Management Discussion and Analysis | 20 |
Description | | June 30, 2026 | | December 31, 2025 |
| | $ | | $ |
Total assets (a) |
| 607,863 |
| 174,444 |
Mine under construction included in Property, plant and equipment (b) | | 106,831 | | 76,020 |
Bécancour Battery Material Plant under construction included in Property, plant and equipment | | 1,219 | | 1,219 |
Non-current liabilities |
| 3,347 |
| 3,190 |
a) | The increase of $433,419 in total assets between June 30, 2026, and December 31, 2025, is mainly explained by an increase of $386,657 in cash and cash equivalents. The variance in cash and cash equivalents is mainly due to the closing on May 15, 2026 of a private placement with CGF, the Government of Québec through IQ, and ENI, for aggregate gross proceeds of $294.6 (US$213.2M) combined with the aggregate gross proceeds of $132.3M (US$96.5M) from the Company’s subscription receipts issued on April 16, 2026, in connection with the Public Offering, were released upon satisfaction of the applicable escrow release conditions. |
b) | The increase of $30,811 in the Mine under construction between June 30, 2026, and December 31, 2025, relates to expenditures incurred for the Matawinie Mine Project, which have been capitalized as property, plant and equipment. For further details on the construction progress of the Matawinie Mine Project and the costs incurred and estimated costs to complete, refer to the Matawinie Mine Project (Phase 2) section above. |
SECOND QUARTER AND HALF YEAR RESULTS
| | For the three-month periods ended | | For the six-month periods ended | ||||
Description | | June 30, 2026 | | June 30, 2025 | | June 30, 2026 | | June 30, 2025 |
| | $ | | $ | | $ | | $ |
Wages and benefits (a) | | 1,237 | | 1,030 | | 2,626 | | 2,006 |
Share-based compensation (b) | | 307 | | 41 | | 584 | | 563 |
Engineering | | 48 | | — | | 143 | | — |
Consulting fees | | 18 | | 20 | | 42 | | 51 |
Materials, consumables, and supplies | | 158 | | 121 | | 316 | | 339 |
Maintenance and subcontracting (c) | | 320 | | 125 | | 731 | | 213 |
Utilities | | 96 | | 93 | | 178 | | 185 |
Depreciation and amortization | | 114 | | 61 | | 234 | | 121 |
Other | | (16) | | 70 | | 39 | | 138 |
Uatnan Mining Project - Exploration and evaluation expenses | | 4 | | 4 | | 9 | | 14 |
Grants | | — | | (37) | | — | | (42) |
Tax credits (d) | | (621) | | (119) | | (915) | | (213) |
Mining projects expenses | | 1,665 | | 1,409 | | 3,987 | | 3,375 |
Management Discussion and Analysis | 21 |
BATTERY MATERIAL PLANT PROJECT EXPENSES
| | For the three-month periods ended | | For the six-month periods ended | ||||
Description | | June 30, 2026 | | June 30, 2025 | | June 30, 2026 | | June 30, 2025 |
| | $ | | $ | | $ | | $ |
Wages and benefits (a) | | 962 | | 1,208 | | 1,871 | | 2,553 |
Share-based compensation | | 73 | | 63 | | 201 | | 333 |
Engineering (b) | | 3,088 | | 3,898 | | 6,401 | | 8,972 |
Consulting fees | | 134 | | 248 | | 329 | | 456 |
Materials, consumables, and supplies (c) | | 72 | | 193 | | 155 | | 661 |
Maintenance and subcontracting (c) | | 219 | | 714 | | 261 | | 872 |
Utilities | | 3 | | 9 | | 15 | | 139 |
Depreciation and amortization (d) | | 199 | | 2,248 | | 384 | | 4,345 |
Other | | 115 | | 104 | | 206 | | 185 |
Grants | | — | | (154) | | (70) | | (404) |
Tax credits (e) | | (1,093) | | 70 | | (2,025) | | 70 |
Battery Material Plant project expenses | | 3,772 | | 8,601 | | 7,728 | | 18,182 |
| a) | The decrease of $682 in wages and benefits for the six-month period ended June 30, 2026, is mainly due to the end of operational activities at the purification demonstration plant and the coating demonstration plant, partially offset by increased headcount to support the development of the 13ktpy Bécancour Battery Material Plant. |
| b) | The decrease of $810 in engineering expenses for the three-month periods ended June 30, 2026, is mainly due to lower costs incurred at third-party facilities to purify production samples using chemical processes in support of engineering activities, as well as lower costs for specialized Asian firms in the graphite and anode material industry in 2026 vs 2025. The $2,571 decrease in engineering expenses for the six-month period ended June 30, 2026, was primarily attributable to higher engineering activities incurred in 2025 in connection with the feasibility study for the 44 ktpy Bécancour Battery Material Plant, which was completed and published on March 31, 2025. The decrease was partially offset by engineering activities initiated in the first quarter of 2026 to support the development of the Class 3 AACE Cost Estimate for the 13ktpy Battery Material Plant project. Overall engineering expenditures in 2026 were lower than in the prior year, reflecting the reduced scope and level of effort associated with the Class 3 estimate compared to the feasibility study completed in 2025. |
Management Discussion and Analysis | 22 |
| c) | The decrease of $506 in materials, consumables, and supplies expenses for the six-month period ended June 30, 2026, and the decrease of $495 and $611 in maintenance and subcontracting expenses for the three and six-month periods ended June 30, 2026, respectively, is mainly due to the completion of operational activities at the purification and coating demonstration plants, which led to lower spending on materials, consumables and supplies, as well as decreased maintenance and subcontracting expenses. |
| d) | The decrease of $2,049 and $3,961 in depreciation expense for the three and six-month periods ended June 30, 2026, respectively, was primarily attributable to the completion of depreciation on the coating demonstration plant and certain other equipment. This reduction is consistent with the phased wind-down plan for the Phase 1 demonstration plants initiated in 2026. |
| e) | The increase of $1,163 and $2,095 in tax credits for the three and six-month periods ended June 30, 2026, is due to changes to the Canadian Scientific Research and Experimental Development ("SR&ED") tax incentive program, which expanded access to refundable tax credits for eligible Canadian public corporations for taxation years beginning after December 15, 2024. The increase also reflects enhanced incentives under the Québec SR&ED tax credit program, including higher applicable tax credit rates. In addition, following these changes to the SR&ED programs, the Company began recognizing quarterly tax provisions in 2026, whereas no such provisions were recorded during the comparable periods in 2025. |
GENERAL AND ADMINISTRATIVE EXPENSES
| | For the three-month periods ended | | For the six-month periods ended | ||||
Description | | June 30, 2026 | | June 30, 2025 | | June 30, 2026 | | June 30, 2025 |
| | $ | | $ | | $ | | $ |
Wages and benefits (a) | | 2,556 | | 2,213 | | 4,985 | | 4,281 |
Share-based compensation (b) | | 841 | | 11 | | 1,827 | | 2,099 |
Professional fees (c) | | 1,803 | | 1,180 | | 3,655 | | 1,711 |
Consulting fees (d) | | 673 | | 1,176 | | 1,388 | | 1,834 |
Travelling, representation and convention | | 296 | | 359 | | 482 | | 561 |
Office and administration (e) | | 1,468 | | 1,337 | | 3,101 | | 2,585 |
Stock exchange, authorities, and communication | | 115 | | 183 | | 219 | | 434 |
Depreciation and amortization | | 38 | | 36 | | 77 | | 72 |
Other financial fees | | 4 | | 60 | | 11 | | 63 |
Grants | | (4) | | — | | (4) | | — |
General and administrative expenses | | 7,790 | | 6,555 | | 15,741 | | 13,640 |
a) | The increase of $343 and $704 in wages and benefits for the three and six-month periods ended June 30, 2026, respectively, was primarily attributable to increased headcount within administrative functions to support the advancement of the Phase 2 Matawinie Mine Project and the Phase 2 13ktpy Bécancour Battery Material Plant Project. |
b) | The increase of $830 in share-based compensation expenses for the three-month period ended June 30, 2026, is mainly due to a revised assumption related to performance-based stock options granted to key employees, combined with costs recognized for Restricted Share Units (RSUs), Performance Share Units (PSUs) and Deferred Share Units (DSUs) granted in December 2025 and in Q2 2026, for which there were no comparable grants in the three-month period ended June 30, 2025. |
c) | The increase in professional fees of $623 and $1,944 for the three and six-month periods ended June 30, 2026, respectively, is mainly due to $1,599 of transaction costs related to the embedded derivative of the subscription receipts from the Public Offering. These costs, primarily legal fees incurred in connection with the completion of the Public Offering, were recognized as professional fees. The increase for the three-month period ended June 30, 2026, |
Management Discussion and Analysis | 23 |
was partially offset by lower legal costs associated with the project financing, as the equity financing closed on May 15, 2026, and costs related to the ongoing negotiation of the debt facilities were recorded as deferred financing costs.
d) | The decrease in consulting fees of $503 and $446 for the three and six-month periods ended June 30, 2026, respectively, is mostly due to decreased activities in connection with technical audits and due diligence processes in connection with the Matawinie Mine project financing. |
e) | The increase in office and administration fees of $516 for the six-month period ended June 30, 2026, is mainly due to a milestone payment of $200 made in January 2026 under the agreement with Espace Nature Haute-Matawinie ("Espace Nature"), combined with higher recruiting fees and advertising and promotion costs. |
The $27,105 and $30,679 decreases in financial costs for the three and six-month periods ended June 30, 2026, respectively, are mainly due to the fair value revaluation of the embedded derivative of the Subscription Receipts, which resulted in a gain of $21,147 in 2026, combined with the fair value revaluation of derivative warrant liabilities, which resulted in gains of $4,452 and $14,942 for the three and six-month periods ended June 30, 2026, respectively, compared to a losses of $5,664 and $41 for the corresponding periods in 2025. The decreases were also driven by higher interest income following the closing of the equity financing on May 15, 2026. These favorable variances were partially offset by interest accretion on the debt host component of the Subscription Receipts, resulting in an interest accretion expense of $7,701. For more details on the accounting treatment of the Subscription Receipts, refer to Note 12.1 to the unaudited condensed interim consolidated financial statements for the three and six-month periods ended June 30, 2026.
As at June 30, 2026, the difference between the Company’s current assets and current liabilities was $354,493, including $460,597 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. Additional information regarding the Company's liquidity risk is provided under the "Liquidity Risk" section in the Company Overview. Based on the Company's current cash position and the senior project debt expected to close in the third quarter of 2026, management believes that the Company will have sufficient funding to meet its capital requirements through the commencement of commercial production of the Matawinie Mine.
As at June 30, 2026, all of the Company’s current liabilities totalling $114,430 ($91,406 as at December 31, 2025) have contractual maturities of less than one year, except for the derivative warrants liabilities, which are recorded in current liabilities due to their conversion features. The Company regularly evaluates its cash position to ensure preservation and security of capital as well as maintenance of liquidity.
| | | | | | | | As at June 30, 2026 | ||||
| | Carrying | | Contractual | | Remainder of | | Year | | Year | | 2029 and |
| | amount | | cash flows | | the year | | 2027 | | 2028 | | Onward |
| | $ | | $ | | $ | | $ | | $ | | $ |
Accounts payable and other | | 45,737 | | 45,737 | | 45,737 | | — | | — | | — |
Lease liabilities |
| 1,579 |
| 1,737 |
| 349 |
| 488 | | 314 | | 586 |
Borrowings |
| 634 |
| 675 |
| 150 |
| 300 | | 225 | | — |
Convertible Notes – Host[i] |
| 17,522 |
| 17,763 |
| 17,763 |
| — | | — | | — |
[i]The Convertible Notes are translated at the spot rate as of June 30, 2026.
Management Discussion and Analysis | 24 |
For the six-month period ended June 30, 2026, the Company had an average monthly cash expenditure rate of approximately $5,588, including additions to property, plant and equipment, deposits to suppliers, and all operating expenses. This expenditure rate can be adjusted to preserve liquidity.
| For the six-month periods ended | ||
Cash flows provided by (used in) | June 30, 2026 | | June 30, 2025 |
| $ | | $ |
Operating activities before the net change in working capital items | (19,895) |
| (26,156) |
Net change in working capital items | (893) |
| 810 |
Operating activities | (20,788) |
| (25,346) |
Investing activities | (12,740) |
| (5,860) |
Financing activities | 415,400 |
| (1,187) |
Effect of exchange rate changes on cash and cash equivalents | 4,785 |
| (441) |
Increase (decrease) in cash and cash equivalents | 386,657 |
| (32,834) |
For the six-month period ended June 30, 2026, cash outflows from operating activities totaled $20,788, while cash outflows totaled $25,346 for the same period in 2025. The decrease in cash outflows is mainly due to the lower net loss incurred during the period, excluding non-cash items, as discussed above.
For the six-month period ended June 30, 2026, cash used in investing activities totaled $12,740, compared to $5,860 for the same period in 2025. The increase is mainly due to higher additions to property, plant and equipment related to the Phase 2 Matawinie Mine following the successful equity financing and the confirmation of the FID, which led to increased construction activities at Phase 2 Matawinie Mine. Further details regarding the net cash flow used in investing activities are provided in Note 17 of the condensed consolidated interim financial statements.
For the six-month period ended June 30, 2026, the Company had a net inflow of $415,400 related to financing, compared to a cash outflow of $1,187 for the same period in 2025. The variance is mainly due to the closing on May 15, of a private placement with CGF, the Government of Québec through IQ, and ENI, for aggregate gross proceeds of $294.6 (US$213.2M). In addition, aggregate gross proceeds of $132.3M (US$96.5M) from the Company’s subscription receipts issued on April 16, 2026 were released upon satisfaction of the applicable escrow release conditions. These transactions formed part of an aggregate equity financing package of $426.9M (US$309.7M).
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, 2026 | | June 30, 2025 | | June 30, 2026 | | June 30, 2025 |
| | $ | | $ | | $ | | $ |
Key management compensation |
| |
| | | |
| |
Wages and short-term benefits |
| 967 |
| 545 | | 1,764 |
| 890 |
Share-based payments |
| 881 |
| (172) | | 1,893 |
| 1,923 |
Board fees |
| 209 |
| 240 | | 410 |
| 470 |
Management Discussion and Analysis | 25 |
OFF-BALANCE SHEET TRANSACTIONS
There are no off-balance sheet transactions.
CRITICAL ACCOUNTING ESTIMATES, NEW ACCOUNTING POLICIES, JUDGEMENTS AND ASSUMPTIONS
Refer to notes 3, 4, and 5 in the condensed consolidated interim unaudited financial statements for the three and six-month periods ended June 30, 2026, and notes 3, 4, and 5 in the Company’s audited consolidated financial statements for the year ended December 31, 2025.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Refer to note 19 in the condensed consolidated interim unaudited financial statements for the three and six-month periods ended June 30, 2026.
| | As at August 11, 2026 |
Common shares | | 329,156,830 |
Options |
| 7,933,738 |
RSU/PSU/DSU | | 1,329,817 |
Warrants |
| 70,932,538 |
Warrants - Convertible Notes |
| 2,500,000 |
Convertible Notes |
| 2,500,000 |
Other reserves - settlement of interests on Convertible Notes |
| 2,148,100 |
Fully diluted |
| 416,501,023 |
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING
Disclosure Controls and Procedures
The Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") of the Company have designed, or caused to be designed, disclosure controls and procedures ("DC&P") under their supervision, to provide reasonable assurance that material information pertaining to the Company is promptly communicated to Management, particularly during the period in which the filings are being prepared. These procedures ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by the Company under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation.
Internal Controls over Financial Reporting
Internal controls over financial reporting (“ICFR”) are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS Accounting Standards. Management is also responsible for the design of the Company's internal controls over financial reporting in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards.
There have been no changes in the Company's ICFR that occurred during the period beginning on January 1, 2026, and ending on June 30, 2026, which have materially affected or are reasonably likely to materially affect the company’s ICFR. The CEO and CFO have signed form 52‐109F2, Certification of Interim Filings, which can be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
Management Discussion and Analysis | 26 |
Because of their inherent limitations, internal controls over financial reporting can provide only reasonable, and not absolute, assurance with respect to the reliability of the financial reporting and financial statements preparation. Accordingly, management, including the CEO and CFO, does not expect that the internal controls over financial reporting of the Company will prevent or detect all errors and all frauds. Furthermore, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The control framework used to evaluate the effectiveness of the design and operation of the Company's internal controls over financial reporting is the 2013 Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission.
ADDITIONAL INFORMATION AND CONTINUOUS DISCLOSURE
Additional information on the Company is available through regular filings of press releases, financial statements, and the most recent annual information form on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov). These documents and other information about NMG may also be found on our website at www.nmg.com.
August 12, 2026
/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 | 27 |
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, 2026.
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, 2026 and ended on June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: August 12, 2026 |
|
|
|
/s/ Éric Desaulniers |
|
Éric Desaulniers |
|
President & Chief Executive Officer |
|
1
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, 2026.
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, 2026 and ended on June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: August 12, 2026 |
|
|
|
/s/ Charles-Olivier Tarte |
|
Charles-Olivier Tarte |
|
Chief Financial Officer |
|
1
Exhibit 99.5
CONSENT OF Eric Desaulniers
August 12, 2026
VIA EDGAR
United States Securities and Exchange Commission
Re:Nouveau Monde Graphite Inc. (the “Company”)
I, Eric Desaulniers, hereby consent to
1. | the inclusion in this current report on Form 6-K of the Company of the scientific and technical information contained in the Company’s Management Discussion and Analysis for the six-month period ended June 30, 2026 (the “Technical Information”) being filed with the United States Securities and Exchange Commission (the “SEC”) under cover of Form 6-K; and |
2. | the filing of this consent under cover of Form 6-K with the SEC and of the incorporation by reference of this consent, the use of my name and the Technical Information into the Company’s the registration statement (No. 333-291778) on Form F-10 incorporating by reference the Company’s Management Discussion and Analysis for the six-month period ended June 30, 2026. This consent extends to any amendments to the Form F-10, including post-effective amendments. |
/s/ Eric Desaulniers | |
Eric Desaulniers, CEO | |