NMG 0001558370-25-011584 6-K Filing: Aug 14, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-40416

Nouveau Monde Graphite Inc.

(Translation of registrant’s name into English)

481 rue Brassard

Saint-Michel-des-Saints, Quebec

Canada J0K 3B0

(Address of principal executive office)

Indicate by check mark file annual reports under cover of file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐Form 40-F ☒

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


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

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

99.3		Certification of Interim Filings by the CEO

99.4		Certification of Interim Filings by the CFO

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.


	Nouveau Monde Graphite Inc.
	(Registrant)

Date: August 14, 2025	/s/ Josée Gagnon
	Josée Gagnon
	Vice President, Legal Affairs & Corporate Secretary

Table of Contents Exhibit 99.1


FINANCIAL STATEMENTS

Condensed consolidated interim unaudited financial statements

For the three and six-month periods ended June 30, 2025 and 2024

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

Table of Contents

TABLE OF CONTENTS

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION	1
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS	2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	3
CONSOLIDATED STATEMENTS OF CASH FLOWS	4
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS	5

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NOUVEAU MONDE GRAPHITE INC.

Consolidated statements of financial position

(Amounts expressed in thousands of Canadian dollars - unaudited)

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION


	Notes		As at June 30, 2025	As at December 31, 2024
ASSETS
CURRENT
Cash and cash equivalents			73,462	106,296
Grants receivable and other current assets			810	1,010
Restricted cash			—	3,000
Sales taxes receivable			1,609	1,656
Tax credits receivable			1,828	515
Prepaid expenses			2,520	1,529
Total current assets		****	80,229	114,006

NON-CURRENT
Tax credits receivable			9,087	10,247
Investment - Listed shares			300	325
Property, plant and equipment	5		83,290	77,666
Right-of-use assets			1,227	1,505
Deposits			671	351
Total non-current assets		****	94,575	90,094
Total assets		****	174,804	204,100

LIABILITIES
CURRENT
Accounts payable and other	6		14,257	13,642
Deferred grants			925	785
Convertible notes	7		16,308	16,240
Derivative warrant liability	8		15,109	15,589
Current portion of lease liabilities			305	470
Current portion of borrowings			257	250
Total current liabilities		****	47,161	46,976

NON-CURRENT
Asset retirement obligation			1,547	1,463
Lease liabilities			1,111	1,240
Borrowings			634	764
Total non-current liabilities		****	3,292	3,467
Total liabilities		****	50,453	50,443

EQUITY
Share capital			411,240	411,240
Other reserves	7		4,501	3,680
Contributed surplus and warrants			35,940	32,609
Deficit			(327,330)	(293,872)
Total equity		****	124,351	153,657
Total liabilities and equity		****	174,804	204,100
Going Concern	1
Commitments	17

APPROVED BY THE BOARD OF DIRECTORS

/s/ Eric Desaulniers – “Director”

/s/ Daniel Buron – “Director”

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

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NOUVEAU MONDE GRAPHITE INC.

Consolidated statements of loss and comprehensive loss

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

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS


				For the three-month periods ended		For the six-month periods ended
				June 30, 2025	June 30, 2024	June 30, 2025	June 30, 2024
		Notes	****				$
EXPENSES
Mining projects expenses		10		1,644	1,843	3,794	22,066
Battery Material Plant project expenses		11		8,650	8,951	18,276	16,765
General and administrative expenses		12		6,271	6,835	13,127	13,018
Operating loss	****		****	16,565	17,629	35,197	51,849
Net financial costs (income)		13		4,351	(6,647)	(1,939)	(8,729)
Loss before tax	****		****	20,916	10,982	33,258	43,120
Income tax				100	100	200	200
Net loss and comprehensive loss	****		****	21,016	11,082	33,458	43,320

Basic and diluted loss per share				0.14	0.10	0.22	0.48
Weighted average number of shares outstanding				153,617,190	106,079,801	153,520,930	90,243,051

All values are in US Dollars.

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

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NOUVEAU MONDE GRAPHITE INC.

Consolidated statements of changes in equity

(Amounts expressed in thousands of Canadian dollars - unaudited)

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY


	****		****		****		****	Contributed	****	For the six-month period ended June 30, 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		7		—		—		—		821		—	821
Net loss and comprehensive loss				—		—		—		—		(33,458)	(33,458)
Balance as at June 30, 2025	****		****	152,261,189	****	411,240	****	35,940	****	4,501	****	(327,330)	124,351


	****		****		****		****	Contributed	****	For the six-month period ended June 30, 2024
								surplus and
						Share capital		warrants		Other reserves		Deficit	Total equity
		Notes		Number		$		$		$		$	$
Balance as at January 1, 2024				60,903,898		238,823		28,502		7,692		(220,587)	54,430
Shares issued - Lac Guéret Property acquisition		10		6,208,210		18,625		—		—		—	18,625
Shares issued from Private Placement		8		43,750,000		82,388		—		—		—	82,388
Options exercised		9.2		112,500		416		(152)		—			264
Share-based compensation				—		—		3,751		—		—	3,751
Settlement of interest on Convertible Notes		7		1,579,043		6,417		—		(4,884)		—	1,533
Share issue costs				—		(2,807)		—		—		—	(2,807)
Net loss and comprehensive loss				—		—		—		—		(43,320)	(43,320)
Balance as at June 30, 2024	****		****	112,553,651	****	343,862	****	32,101	****	2,808	****	(263,907)	114,864

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

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NOUVEAU MONDE GRAPHITE INC.

Consolidated statements of cash flow

(Amounts expressed in thousands of Canadian dollars - unaudited)

CONSOLIDATED STATEMENTS OF CASH FLOWS


				For the six-month periods ended
				June 30, 2025	June 30, 2024
	****	Notes			$
OPERATING ACTIVITIES
Net loss				(33,458)	(43,320)
Adjustments for non-cash items:
Depreciation and amortization				4,538	5,144
Change in fair value - Listed shares				25	550
Change in fair value - Derivative warrant liability		8		41	(20,565)
Interest and accretion - Convertible notes		7		639	1,533
Lac Guéret Property acquisition		10		—	18,625
Loss on convertible notes settlement		7		—	7,548
Unrealized foreign exchange loss (gain)				(985)	2,103
Loss on write-off/disposal of property, plant and equipment		5		2	—
Share-based compensation		9.2		2,995	3,443
Other accretions included within financial costs				47	1,926
Net change in working capital		14		810	(488)
Cash flows used in operating activities				(25,346)	(23,501)

INVESTING ACTIVITIES
Additions to property, plant, and equipment, net of grants		5-14		(5,860)	(3,784)
Cash flows used in investing activities	****		****	(5,860)	(3,784)

FINANCING ACTIVITIES
Proceeds from private placements		8		—	67,870
Repayment of borrowings				(123)	(623)
Repayment of lease liabilities				(375)	(229)
Proceeds from the exercise of stock options		9.2		—	264
Share issue costs				(689)	(2,452)
Cash flows from financing activities	****		****	(1,187)	64,830

Effect of exchange rate changes on cash				(441)	(1)

Net change in cash and cash equivalents	****		****	(32,834)	37,544
Cash and cash equivalents at the beginning of the period				106,296	36,332
Cash and cash equivalents at the end of the period				73,462	73,876
Non-cash investing and financing activities		14

All values are in US Dollars.

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

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1.	NATURE OF OPERATIONS AND GOING CONCERN

Nouveau Monde Graphite Inc. (the “Company”, or “parent company”) was established on December 31, 2012, under the Canada Business Corporations Act. The Company specializes in exploration, evaluation and development of mineral properties located in Québec and is developing a natural graphite-based anode material that would qualify as battery-grade material to supply the lithium-ion industry.

The Company’s shares are listed under the symbol NOU on the Toronto Stock Exchange (“TSX”) and NMG on the New York Stock Exchange (“NYSE”). The Company’s registered office is located at 481 Brassard Street, Saint-Michel-des-Saints, Québec, Canada, J0K 3B0.

The Company’s consolidated financial statements have been prepared using International Financial Reporting Standards (“IFRS Accounting Standards”) as issued by the International Accounting Standards Board (“IASB”) applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due for the foreseeable future.

During the six-month period ended June 30, 2025, the Company reported a net loss after tax of $33.5 million and cash outflows from operating activities of $25.3 million and had an accumulated deficit of $327.3 million as of June 30, 2025. The Company has yet to generate positive cash flows or earnings. Based on all available information about the future, which includes at least, but not limited to, the next twelve months, management believes that without additional funding, the Company does not have sufficient liquidity to pursue its planned expenditures.

These circumstances indicate the existence of material uncertainties that cast substantial doubt as to the ability of the Company to continue as a going concern and accordingly, the appropriateness of the use of accounting principles applicable to a going concern.

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

These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, expenses and financial position classifications that would be necessary if the going concern assumption was not appropriate. These adjustments could be significant.

2.	BASIS OF PREPARATION AND STATEMENT OF COMPLIANCE

The Company’s condensed consolidated interim financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS Accounting Standards”), as published by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting, and also using the same accounting policies and procedures as those used for the Company’s audited consolidated financial statements as at December 31, 2024. These condensed consolidated interim financial statements do not include all the disclosures and notes required for annual consolidated financial statements and should therefore be read with the Company’s audited consolidated financial statements as at December 31, 2024, which have been prepared in accordance with IFRS Accounting Standards.

The condensed consolidated interim financial statements for the three and six-month periods ended June 30, 2025 (including comparative statements) were approved and authorized for publication by the Board of Directors on August 14, 2025.

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

3.	MATERIAL ACCOUNTING POLICIES

Basis of consolidation

The Company’s consolidated financial statements consolidate those of the parent company and its subsidiaries. The parent company controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary, and could affect those returns through its power over the subsidiary.

All transactions and balances between group companies are eliminated upon consolidation, accounting policies of subsidiaries are consistent with the policies adopted by the Company.

Subsidiaries

On June 20, 2025, NMG Bécancour Inc. and NMG Matawinie Inc. were incorporated.

Information on the Company’s subsidiaries as at June 30, 2025, all of which are wholly-owned, is as follows:


NAME OF SUBSIDIARY	PRINCIPAL ACTIVITY	COUNTRY OF INCORPORATION	YEAR OF INCORPORATION
Quartier Nouveau Monde Inc.	Real estate	Canada	2017
Nouveau Monde Europe LTD	Trading	England and Wales	2020
NMG Bécancour Inc.	Active anode material operations	Canada	2025
NMG Matawinie Inc.	Mining of natural flake graphite	Canada	2025

4.	ESTIMATES, JUDGEMENTS AND ASSUMPTIONS

In preparing its consolidated financial statements, management makes several judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, and expenses.

Information about the significant estimates and assumptions that have the greatest impact on the recognition and measurement of assets, liabilities, and expenses can be found in the note 5 of the 2024 consolidated audited annual financial statement. Actual results may differ significantly. 6

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

5.	PROPERTY, PLANT AND EQUIPMENT


	For the six-month period ended June 30, 2025
				Furniture			Bécancour Battery
				and other IT		Mine under	Material Plant	Other assets
	Land	Buildings	Equipment	equipment	Rolling stock	construction [1]	under construction [1]	under construction [1]	Total
									$
COST
January 1, 2025	2,455	2,028	27,547	235	350	62,479	1,175	1,615	97,884
Additions	—	—	26	—	10	9,065	43	661	9,805
Transfers	—	—	1,119	—	—	—	—	(1,119)	—
Write-Off/Disposals	—	(15)	—	—	—	—	—	—	(15)
June 30, 2025	2,455	2,013	28,692	235	360	71,544	1,218	1,157	107,674
ACCUMULATED DEPRECIATION
January 1, 2025	—	644	19,097	170	307	—	—	—	20,218
Depreciation	—	52	4,111	5	11	—	—	—	4,179
Write-Off/Disposals	—	(13)	—	—	—	—	—	—	(13)
June 30, 2025	—	683	23,208	175	318	—	—	—	24,384
Net book value as at June 30, 2025	2,455	1,330	5,484	60	42	71,544	1,218	1,157	83,290

All values are in US Dollars.


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

All values are in US Dollars.

[1]	Assets under construction are not being depreciated as they are not in the condition necessary to be capable of being operated in the manner intended by management.

The amount of borrowing costs included in Mine under construction for the three and six-month periods ended June 30, 2025 is $561 and $1,122, respectively ($513 and $957 for the three and six-month periods ended June 30, 2024). The rate used to determine the amount of borrowing costs to be capitalized is the weighted average interest rate applicable to the entity’s general borrowings during the three and six-month periods ended June 30, 2025.

In August 2024, the Company exercised its buyback option to repurchase 1% of the 3% net smelter royalty (“NSR”) initially issued to Pallinghurst Graphite International Limited on August 28, 2020, for a total amount of $1,869. The NSR applies to both first transformation proceeds of the 7

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

Matawinie Mine and second transformation proceeds less allowable deductions of the Battery Material Plant. Based on the anticipated NSR payments over the project lifespan, the Company split its buyback consideration of $1,869 by allocating $963 to the "Mine under construction" asset category and $906 to the "Bécancour Battery Material Plant under construction" asset category. Additionally, the Matawinie Property was also subject to a 0.2% NSR agreement, initially contracted in 2014, and transferred to Pallinghurst Bond Limited in 2023, which the Company decided to exercise its buyback option for a consideration of $200. The buyback consideration was recorded under the "Mine under construction” asset category as the royalty was only related to the Matawinie Mine proceeds.

The Company granted a hypothec to Pallinghurst Graphite International Limited on the Matawinie Mining Property, including the related mining claims, to secure the Company’s obligations under the remaining 2% NSR agreement.

6.	ACCOUNTS PAYABLE AND OTHERS

---	---	---	---	---
		June 30, 2025	****	December 31, 2024
		$		$
Trade payable and accrued liabilities		12,644		10,929
Wages and benefits liabilities		1,613		2,713
Accounts payable and others	****	14,257		13,642

7.	CONVERTIBLE NOTES

---	---	---	---	---	---	---	---	---
		Host (amortized cost)		Derivative (FVTPL)		Deferred amount		Total
		$		$		$		$
Issuance ^[1]^		48,703		20,453		(2,773)		66,383
Interest accretion		732		—		—		732
Fair value adjustment		—		(11,199)		—		(11,199)
Amortization		—		—		140		140
Foreign exchange		382		127		(21)		488
Balance as of December 31, 2022		49,817		9,381		(2,654)		56,544
Interest accretion		5,082		—		—		5,082
Fair value adjustment		—		(8,049)		—		(8,049)
Amortization		—		—		1,453		1,453
Foreign exchange		(1,275)		(163)		32		(1,406)
Balance as of December 31, 2023	****	53,624	****	1,169	****	(1,169)	****	53,624
Interest accretion		3,044		—		—		3,044
Fair value adjustment		—		(1,191)		—		(1,191)
Amortization		—		—		1,191		1,191
Foreign exchange		2,710		30		(30)		2,710
Settlement		(43,138)		—		—		(43,138)
Balance as of December 31, 2024	****	16,240	****	8	****	(8)	****	16,240
Interest accretion		940		—		—		940
Fair value adjustment		—		(8)		—		(8)
Amortization ^[2]^		—		—		8		8
Foreign exchange		(872)		—		—		(872)
Balance as of June 30, 2025	****	16,308	****	—	****	—	****	16,308

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

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

On November 8, 2022, the Company completed a private placement of unsecured convertible notes (the “Notes”) for aggregate gross proceeds of $67.2 million (US$50 million) with Mitsui & Co., Ltd (“Mitsui”), Pallinghurst Bond Limited (“Pallinghurst”) and Investissement Québec (“IQ”). The Notes are denominated in U.S. Dollars with a term of 36 months and carry a quarterly coupon interest payment of the greater of the 3-month CME Term SOFR plus 4% and 6%.

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

Subsequently and effective January 1, 2023, the Notes contracts were amended by:

-	Removing the interest capitalization provisions, such that accrued interest will be deemed paid in full in shares each quarter following the exchange’s approval; and
-	Increasing the interest rate to the greater of the 3-month CME Term SOFR plus 5% and 7%.
---	---

The Notes include the following material conversion and settlement options available to the holders and the Company:

-	General conversion option: The holder of a Note, at any time before maturity, can convert the outstanding principal amount into units for US$5/unit. Each unit comprises one common share of the Company and one share warrant. The share warrant can be used to subscribe one common share of the Company at an exercise price of US$5.70/share for a period of 24 months from the date of conversion of the Note.
-	Repurchase option: The Company has, at its sole discretion, an option to repay the Notes at the Repurchase Amount (as defined in the subscription agreement) at the earlier of (i) December 31, 2023; or (ii) the date of a final investment decision (FID) as defined in the subscription agreement. Depending on the circumstances, the repurchase amount is affected by the remaining time to maturity and the cumulative interest paid to date to the Holders.
---	---
-	Interest repayment option: Quarterly, the Company has an option to pay the interest due in (i) cash; or (ii) in Common Shares subject to the TSX’s approval, by delivering share certificates to the Holders upon maturity, conversion or redemption at a U.S. Dollar equivalent of the Company’s TSX market share price, determined at the quarter end on which such interest became payable.
---	---
-	The Notes also include redemption mechanisms in favor of the holders in the event of a change of control or an event of default.
---	---

On May 2, 2024, the Company closed a private placement with Mitsui and Pallinghurst for the surrender and cancellation of their convertible notes dated November 8, 2022, as amended and restated effective January 1, 2023. The Company issued 12,500,000 Common Shares and 12,500,000 Warrants to Mitsui and 6,250,000 Common Shares and 6,250,000 Warrants to Pallinghurst in exchange for their convertible notes totalling US$37.5 million. Concurrently with the redemption, surrender and cancellation of Mitsui’s and Pallinghurst’s convertible notes, the Company issued 1,579,043 Common Shares that had been reserved for issuance in connection with the interest calculated between November 8, 2022, and February 14, 2024, date on which the subscription agreement was concluded.

For the three and six-month periods ended June 30, 2025, the interest coupon totalled an aggregate amount of $405 (US$293) and $821 (US$583) respectively ($445 (US$325) and $1,533 (US$1,132) for the three and six-month periods ended June 30, 2024). For the second quarter of 2025, the Company elected to pay the interest coupon with 178,531 common shares at a price of US$1.64 which will be issued at maturity or at conversion of IQ’s Note. The common shares to be issued are recorded as other reserves in the consolidated statements of changes in equity.

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


	****		****	Reasonably	****	Sensitivity ^[1]^	****		****	Reasonably	****	Sensitivity ^[1]^
		December 31, 2024		possible change		(Derivative liability)		June 30, 2025		possible change		(Derivative liability)
Observable inputs
Share price		US$1.59		+/- 10%		+0M/0M		US$1.64		+/- 10%		+0M/0M
Foreign Exchange rate		1.44		+/-5%		+/-0M		1.36		+/-5%		+/-0M
Unobservable inputs
Expected volatility		47.3%		+/- 10%		+0M/0M		48.7%		+/- 10%		+0/0M
Credit spread		3.0%		+/-5%		+/-0M		4.0%		+/-5%		+/-0M

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

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

8.	DERIVATIVE WARRANT LIABILITY

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

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


			June 30, 2025
	GM and Panasonic	Mitsui and Pallinghurst	IQ and CGF
Number of Warrants	25,000,000	18,750,000	39,682,538
Risk-Free Interest Rate	4.29%	4.29%	4.29%
Expected Volatility	69%	69%	69%
Stock Price at Valuation Date	US$1.64	US$1.64	US$1.64
Exercise Price	US$2.38	US$2.38	US$2.38
Average Fair Value per Warrant	US$0.13	US$0.13	US$0.13


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

The main non-observable input used in the model is the expected volatility. An increase or decrease in the expected volatility used in the model of 10% would have resulted in the following change in the fair value of the warrants as of June 30, 2025:


			June 30, 2025
	GM and Panasonic	Mitsui and Pallinghurst	IQ and CGF
	$	$	$
10% increase in volatility	1,007	756	1,599
10% decrease in volatility	(963)	(722)	(1,529)


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

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

Private placement with GM and Panasonic: ****

On February 28, 2024, the Company completed a private placement with General Motors holdings LLC (“GM”) and Panasonic Holdings Corporation (“Panasonic”). Each party subscribed for 12,500,000 Common Shares and 12,500,000 Warrants. The 25,000,000 Common Shares and Warrants were issued for aggregate gross proceeds of $67.9 million (US$50 million).

The Warrants are exercisable in connection with the Tranche 2 Investment at the final investment decision (“FID”) or at the latest on February 28, 2029. Each Warrant will entitle the holder to acquire one Common Share (a “Warrant Share”) at a price equal to US$2.38 per Warrant Share.

The transaction represents a compound financial instrument that is accounted for based on the residual method under IAS 32 Financial Instruments: Presentation. The liability component which represents the warrants was evaluated based on the Black-Scholes option pricing model and totalled $25.8M (US$19M). The residual balance of $42.1M (US$31M) was then allocated to the equity component (common shares issued). The transaction costs of $2.6M were allocated proportionally between the financial liability and the equity component. Transaction costs allocated to the equity component were accounted for as a deduction from equity. Transaction costs allocated to the warrants were recorded directly in the consolidated statement of loss and comprehensive loss.

Private placement with Mitsui and Pallinghurst:

On May 2, 2024, the Company completed a private placement, with Mitsui and Pallinghurst for the surrender and cancellation of their convertible notes dated November 8, 2022. The Company issued 18,750,000 Common Shares and 18,750,000 Warrants to Mitsui and Pallinghurst for a total value of US$37.5 million. For more details on the transaction, refer to Note 7 – Convertible Notes.

The Warrants are exercisable in connection with the final investment decision (“FID”) or at the latest on May 2, 2029. Each Warrant will entitle the holder to acquire one Common Share (a “Warrant Share”) at a price equal to US$2.38 per Warrant Share.

The transaction represents a compound financial instrument that is accounted for based on the residual method under IAS 32 Financial Instruments: Presentation. The liability component which represents the warrants was evaluated based on the Black-Scholes option pricing model and totalled $11.1M (US$8.1M). The residual balance of $40.3M (US$29.4M) was then allocated to the equity component (common shares issued). The transaction costs of $1.2M were allocated proportionally between the financial liability and the equity component. Transaction costs allocated to the equity component were accounted for as a deduction from equity. Transaction costs allocated to the warrants were recorded directly in the consolidated statement of loss and comprehensive loss.

Private placement with IQ and CGF:

On December 20, 2024, the Company completed a private placement, with Canada Growth Fund (“CGF”) and IQ. Each party subscribed for 19,841,269 Common Shares and 19,841,269 Warrants. The 39,682,538 Common Shares and Warrants were issued for aggregate gross proceeds of $71.2 million (US$50 million).

The Warrants are exercisable in connection with the final investment decision (“FID”) or at the latest on December 20, 2029. Each Warrant will entitle the holder to acquire one Common Share (a “Warrant Share”) at a price equal to US$2.38 per Warrant Share.

The transaction represents a compound financial instrument that is accounted for based on the residual method under IAS 32 Financial Instruments: Presentation. The liability component which represents the warrants was evaluated based on the Black-Scholes option pricing model and totalled $3.3M (US$2.3M). The residual balance of $67.9M (US$47.7M) was then allocated to the equity component (common shares issued). The transaction costs of $761 were allocated proportionally between the financial liability and the equity component. Transaction costs allocated to the equity component were accounted for as a deduction from equity. Transaction costs allocated to the warrants were recorded directly in the consolidated statement of loss and comprehensive loss.

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

9.	EQUITY

9.1 SHARE CAPITAL

Authorized share capital

Unlimited number of common shares voting and participating, with no par value. All issued ordinary shares are fully paid.


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

9.2 SHARE-BASED PAYMENTS

The Company maintains various share-based compensation incentives governed by the omnibus equity incentive plan (“Omnibus Equity Incentive Plan”) available to eligible directors, officers, employees, and consultants, as determined by the Board of Directors. The objective of the Omnibus Equity Incentive Plan is to enhance the Company’s ability to attract and retain talented personnel, while aligning their interests with those of the Company’s shareholders. Under the Omnibus Equity Incentive Plan, the Company may grant Stock Option Awards, Restricted Share Unit (RSU) Awards, Performance Share Unit (PSU) Awards, and Deferred Share Unit (DSU) Awards. The Omnibus Equity Incentive Plan stipulates that the total number of share-based payments under this Plan shall not exceed 15% of the Company’s total issued and outstanding shares, with a maximum of 7.5% allocated to RSUs, PSUs, and DSUs, and a maximum of 7.5% allocated to Stock Options.

Stock options

The Company’s stock options are as follows:


	For the six-month period ended June 30, 2025		For the year ended December 31, 2024
		Weighted average		Weighted average
		exercise price		exercise price
	Number	$	Number	$
Opening balance	7,994,500	4.90	4,908,548	6.79
Granted	1,972,500	2.15	4,317,500	3.07
Exercised	—	—	(137,500)	2.35
Expired	(221,500)	8.68	(346,000)	6.64
Forfeited	(207,250)	2.54	(295,000)	3.51
Cancelled	—	—	(453,048)	8.20
Ending balance	9,538,250	4.30	7,994,500	4.90
Options that can be exercised	4,489,750	6.06	3,174,750	7.30

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


		For the six-month period ended	****	For the year ended
	****	June 30, 2025	****	December 31, 2024
Directors		262,500		262,500
Officers		600,000		2,200,000
Employees		1,110,000		1,705,000
Consultants		—		150,000
Total granted share options		1,972,500		4,317,500

The vesting period for the stock options granted during the six-month period ended June 30, 2025 occurs in two annual tranches. The Company’s stock options include grants made to key employees in 2024 that vest upon a positive FID, subject to certain conditions. 12

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

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

●	Stock price at date of grant: $2.15
●	Expected life: 5 years
---	---
●	Risk-free interest rate: 2.60%
---	---
●	Expected volatility: 80.22%
---	---
●	Expected dividend: nil
---	---
●	Fair value per option: $1.40
---	---

10.	MINING PROJECTS EXPENSES

---	---	---	---	---	---	---	---	---
		For the three-month periods ended				For the six-month periods ended
		June 30, 2025	****	June 30, 2024	****	June 30, 2025	****	June 30, 2024
		$		$		$		$
Wages and benefits		1,242		1,023		2,387		2,073
Share-based compensation		55		385		585		524
Consulting fees		20		22		59		43
Materials, consumables, and supplies		121		185		339		336
Maintenance and subcontracting		125		176		213		288
Utilities		93		91		185		180
Depreciation and amortization		61		65		121		128
Other		79		68		146		110
Uatnan Mining Project - Exploration and evaluation expenses		4		7		14		18,654
Grants		(37)		(9)		(42)		(26)
Tax credits		(119)		(170)		(213)		(244)
Mining projects expenses	****	1,644	****	1,843		3,794	****	22,066

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

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

11.	BATTERY MATERIAL PLANT PROJECT EXPENSES

---	---	---	---	---	---	---	---	---
	****	For the three-month periods ended				For the six-month periods ended
		June 30, 2025	****	June 30, 2024	****	June 30, 2025	****	June 30, 2024
		$		$		$		$
Wages and benefits		1,253		1,414		2,643		2,684
Share-based compensation		67		211		337		270
Engineering		3,898		3,743		8,972		6,362
Consulting fees		248		243		456		400
Materials, consumables, and supplies		193		525		661		1,191
Maintenance and subcontracting		714		477		872		1,139
Utilities		9		91		139		279
Depreciation and amortization		2,248		2,401		4,345		4,896
Other		104		85		185		140
Grants		(154)		(134)		(404)		(257)
Tax credits		70		(105)		70		(339)
Battery Material Plant project expenses	****	8,650	****	8,951		18,276	****	16,765

12.	GENERAL AND ADMINISTRATIVE EXPENSES

---	---	---	---	---	---
		For the three-month periods ended		For the six-month periods ended
		June 30, 2025	June 30, 2024	June 30, 2025	June 30, 2024
	****				$
Wages and benefits		1,956	1,767	3,810	3,630
Share-based compensation		(7)	1,992	2,073	2,649
Professional fees		1,180	673	1,711	2,108
Consulting fees		1,176	425	1,826	889
Travelling, representation and convention		352	332	554	452
Office and administration		1,335	1,383	2,583	2,925
Stock exchange, authorities, and communication		183	199	434	283
Depreciation and amortization		36	59	72	120
Other financial fees		60	5	64	8
Grants		—	—	—	(46)
General and administrative expenses		6,271	6,835	13,127	13,018

All values are in US Dollars.

13.	NET FINANCIAL COSTS (INCOME)

---	---	---	---	---	---
		For the three-month periods ended		For the six-month periods ended
		June 30, 2025	June 30, 2024	June 30, 2025	June 30, 2024
	****				$
Foreign exchange loss (gain)		(977)	717	(1,001)	2,120
Interest income		(720)	(1,139)	(1,722)	(1,891)
Interest expense on lease liabilities		2	4	5	7
Change in fair value - Listed shares		25	100	25	550
Change in fair value - Derivative warrant liability		5,664	(14,611)	41	(20,565)
Interest and accretion on borrowings and notes		357	734	713	3,502
Loss on convertible notes settlement		—	7,548	—	7,548
Net financial costs (income)	****	4,351	(6,647)	(1,939)	(8,729)

All values are in US Dollars.

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

14.	ADDITIONAL CASH FLOW INFORMATION

---	---	---	---	---	---	---
				For the six-month periods ended
				June 30, 2025		June 30, 2024
				$		$
Grants receivable and other current assets				(32)		264
Deferred grants				(151)		(254)
Mining tax credits				(153)		423
Sales taxes receivable				47		(105)
Prepaid expenses				(991)		(923)
Restricted cash and deposits				2,680		—
Accounts payable and other		6		(590)		107
Total net change in working capital	****	****	****	810	****	(488)

Income tax received				—		1,006
Interest paid				26		43

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

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, 2025		June 30, 2024
				$		$
Additions of property, plant and equipment as per note 5	****		****	9,805	****	5,506
Non-cash decrease (increase) of the asset rehabilitation obligation				(37)		52
Borrowing costs included in Mine under construction				(1,122)		(957)
Share-based compensation capitalized (non-cash)				(336)		(308)
Grants recognized				73		6
Grants received				(596)		(104)
Accounts payable variation related to property, plant and equipment				(1,927)		(411)
Net cash flow used in investing activities - purchase of property, plant and equipment	****	****	****	5,860	****	3,784

15.	RELATED PARTY TRANSACTIONS

The Company considers its directors and officers to be key management personnel. Transactions with key management personnel are set out as follows:


	For the three-month periods ended		For the six-month periods ended
	June 30, 2025	June 30, 2024	June 30, 2025	June 30, 2024
		$		$
Key management compensation
Wages and short-term benefits	545	570	890	1,120
Share-based payments	(172)	1,419	1,923	1,856
Board fees	240	224	470	447

All values are in US Dollars.

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

16.	FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

FAIR VALUE

Current financial assets and financial liabilities are valued at their carrying amounts, which are reasonable estimates of their fair value due to their relatively short-maturities; this includes cash and cash equivalents, other receivables and accounts payable and accrued liabilities. Borrowings and the convertible debt host are accounted for at amortized cost using the effective interest method, and their fair value approximates their carrying value except for the convertible debt host for which fair value is estimated at $16,753 (US$12,280) as at June 30, 2025 ($17,908 (US$12,446) as at December 31, 2024).

Fair Value Hierarchy

Subsequent to initial recognition, the Company uses a fair value hierarchy to categorize the inputs used to measure the financial instruments at fair value grouped into the following levels based on the degree to which the fair value is observable.

-	Level 1: Inputs derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
-	Level 2: Inputs derived from other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
---	---
-	Level 3: Inputs that are not based on observable market data (unobservable inputs).
---	---


	As at June 30, 2025
	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 7)	—	—	—	—
Warrants (note 8)	—	—	15,109	15,109


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

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

Financial Instruments Measured at FVTPL

Non-Current investments

Equity instruments publicly listed are classified as a Level 1 in the fair value hierarchy. Their fair values are a recurring measurement and are estimated using the closing share price observed on the relevant stock exchange.

Table of Contents

NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

17.	COMMITMENTS

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


		Total
Capital expenditure obligations		11
Commercial projects long-lead item obligations		2,824
Balance as at June 30, 2025		2,835

Table of Contents Exhibit 99.2

MANAGEMENT DISCUSSION & ANALYSIS

For the six-month period ended June 30, 2025

Table of Contents

TABLE OF CONTENTS


TABLE OF CONTENTS‌1<br><br>PREAMBLE‌3<br><br>PERIOD COVERED‌3<br><br>CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS‌3<br><br>TECHNICAL INFORMATION AND CAUTIONARY NOTE TO U.S. INVESTORS‌4<br><br>MARKET AND INDUSTRY DATA‌5<br><br>THE COMPANY‌5<br><br>CORPORATE STRUCTURE‌5<br><br>VALUE PROPOSITION‌6<br><br>HIGHLIGHTS‌7<br><br>BUSINESS LINES‌7<br><br>Projects Overview‌8<br><br>MATAWINIE MINE PROJECT‌10<br><br>Phase-1 Matawinie Mine Demonstration Plant‌10<br><br>Phase-2 Matawinie Mine‌10<br><br>BÉCANCOUR BATTERY MATERIAL PLANT PROJECT‌10<br><br>Phase-1 Battery Material Demonstration Plants‌10<br><br>Phase-2 Bécancour Battery Material Plant‌10<br><br>UATNAN MINING PROJECT‌11<br><br>COMMERCIAL STRATEGY‌11<br><br>SALES‌11<br><br>MARKET UPDATE‌11<br><br>RESPONSIBILITIES‌13<br><br>GOVERNANCE‌13<br><br>RISKS‌13<br><br>FINANCING‌13<br><br>QUARTERLY RESULTS‌14<br><br>OTHER FINANCIAL INFORMATION‌15<br><br>SECOND QUARTER AND HALF YEAR RESULTS‌15<br><br>MINING PROJECTS EXPENSES‌15<br><br>BATTERY MATERIAL PLANT PROJECT EXPENSES‌16<br><br>GENERAL AND ADMINISTRATIVE EXPENSES‌17<br><br>NET FINANCIAL COSTS‌17

TABLE OF CONTENTS‌1 PREAMBLE‌3 PERIOD COVERED‌3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS‌3 TECHNICAL INFORMATION AND CAUTIONARY NOTE TO U.S. INVESTORS‌4 MARKET AND INDUSTRY DATA‌5 THE COMPANY‌5 CORPORATE STRUCTURE‌5 VALUE PROPOSITION‌6 HIGHLIGHTS‌7 BUSINESS LINES‌7 Projects Overview‌8 MATAWINIE MINE PROJECT‌10 Phase-1 Matawinie Mine Demonstration Plant‌10 Phase-2 Matawinie Mine‌10 BÉCANCOUR BATTERY MATERIAL PLANT PROJECT‌10 Phase-1 Battery Material Demonstration Plants‌10 Phase-2 Bécancour Battery Material Plant‌10 UATNAN MINING PROJECT‌11 COMMERCIAL STRATEGY‌11 SALES‌11 MARKET UPDATE‌11 RESPONSIBILITIES‌13 GOVERNANCE‌13 RISKS‌13 FINANCING‌13 QUARTERLY RESULTS‌14 OTHER FINANCIAL INFORMATION‌15 SECOND QUARTER AND HALF YEAR RESULTS‌15 MINING PROJECTS EXPENSES‌15 BATTERY MATERIAL PLANT PROJECT EXPENSES‌16 GENERAL AND ADMINISTRATIVE EXPENSES‌17 NET FINANCIAL COSTS‌17

Management Discussion and Analysis	1

Table of Contents

LIQUIDITY AND FUNDING‌17 OPERATING ACTIVITIES‌18 INVESTING ACTIVITIES‌18 FINANCING ACTIVITIES‌19 ADDITIONAL INFORMATION‌19 RELATED PARTY TRANSACTIONS‌19 OFF-BALANCE SHEET TRANSACTIONS‌19 CRITICAL ACCOUNTING ESTIMATES, NEW ACCOUNTING POLICIES, JUDGEMENTS AND ASSUMPTIONS‌19 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT‌19 CONTRACTUAL OBLIGATIONS AND COMMITMENTS‌19 CAPITAL STRUCTURE‌19 SUBSEQUENT EVENTS TO June 30, 2025‌20 DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING‌20 Disclosure Controls and Procedures‌20 Internal Controls over Financial Reporting‌20 ADDITIONAL INFORMATION AND CONTINUOUS DISCLOSURE‌20

Management Discussion and Analysis	2

Table of Contents

PREAMBLE

This Management Discussion and Analysis (“MD&A”) dated August 14, 2025, has been prepared according to Regulation 51-102 of the continuous disclosure requirements and approved by the Board of Directors of Nouveau Monde Graphite Inc. (the “Company” or “NMG”).

This MD&A should be read in conjunction with the Company’s condensed consolidated interim unaudited financial statements for the six-month period ended June 30, 2025, and the consolidated audited financial statements for the years ended December 31, 2024, and December 31, 2023, and related notes. The Company’s consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS Accounting Standards”), as published by the International Accounting Standards Board (“IASB”). All monetary amounts included in this MD&A are expressed in thousands of Canadian dollars (“CAD”), the Company’s reporting and functional currency, unless otherwise noted.

PERIOD COVERED

This MD&A report is for the six-month period ended June 30, 2025, with additional information up to August 14, 2025.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This MD&A contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities legislation (collectively, “forward-looking statements”), including, but not limited to, statements relating to future events or future financial or operating performance of the Company and reflect management’s expectations and assumptions regarding the Company’s growth, results, performance and business prospects and opportunities. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to it. In some cases, forward-looking statements can be identified by words such as “aim”, “anticipate”, “aspire”, “attempt”, “believe”, “budget”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “mission”, “plan”, “potential”, “predict”, “progress”, “outlook”, “schedule”, “should”, “study”, “target”, “will”, “would” or the negative of these terms or other similar expressions concerning matters that are not historical facts. In particular, statements regarding the intended construction and commissioning of the Matawinie Mine Project (as defined herein), and the Bécancour Battery Material Plant Project (as defined herein), the intended development of the Matawinie Mine property, the intended development of the Uatnan Mining Project (as defined herein), the intended execution strategy of the Company’s projected development of the Matawinie Mine Project and the Bécancour Battery Material Plant Project, including the possibility of sequencing financing stages, product development efforts, including the ability to obtain sufficient financing for the development of the Matawinie Mine Project and the Bécancour Battery Material Plant Project on favorable terms for the Company, including the completion of the financing and the FID (as defined herein), the Company’s development activities and production plans, including the operation of the shaping demonstration plant, the purification demonstration plant, the coating demonstration plant and the concentrator demonstration plant, the ability to achieve the Company’s environmental, social and governance (“ESG”) initiatives, the execution of agreements with First Nations, communities and key stakeholders on favorable terms for the Company, the Company’s ability to provide high-performing and reliable advanced materials while promoting sustainability and supply chain traceability, including the Company’s green and sustainable lithium-ion active anode material initiatives, the Company’s ability to establish a local, carbon-neutral, and traceable turnkey supply of graphite-based advanced materials for the Western World, the Company’s electrification strategy and its intended results, market trends, the consumers demand for components in lithium-ion batteries for EVs (as defined herein) and energy storage solutions, the Company’s competitive advantages, macroeconomic conditions, the impact of applicable laws and regulations, the current geopolitical conditions, the results of the integrated feasibility study, preliminary economic assessment for the Uatnan Mining Project and any other feasibility study and preliminary economic assessments and any information as to future plans, performance and outlook for the Company are or involve forward looking-statements.

Management Discussion and Analysis	3

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Forward-looking statements are based on reasonable assumptions that have been made by the Company as at the date of such statements and are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, level of activity, performance, or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to, general business and economic conditions, the actual results of current development, engineering and planning activities, access to capital and future prices of graphite, mining development activities inherent risks, the speculative nature of mining development, changes in mineral production performance, the uncertainty of processing the Company’s technology on a commercial basis, development and production timetables, competition and market risks; pricing pressures, other risks of the mining industry and the geopolitical conditions, and additional engineering and other analysis is required to fully assess their impact, the fact that certain of the initiatives described in this MD&A, are still in the early stages and may not materialize, business continuity and crisis management, political instability and international conflicts; and such other assumptions and factors as set out herein and in this MD&A, and additionally, such other factors discussed in the section entitled “Risk Factors” in the Company’s most recent annual information form, which is available under the Company’s profile on SEDAR+ (www.sedarplus.ca ) and on EDGAR (www.sec.gov).

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that may cause results not to be as anticipated, estimated, or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and are cautioned that the list of risks, uncertainties, assumptions and other factors are not exhaustive. The Company does not undertake to update or revise any forward-looking statements that are included in this MD&A, whether as a result of new information, future events, or otherwise, except in accordance with applicable securities laws. Additional information regarding the Company can be found in the most recent annual information form, which is available under the Company’s profile on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov).

TECHNICAL INFORMATION AND CAUTIONARY NOTE TO U.S. INVESTORS

Scientific and technical information in this MD&A has been reviewed and approved by Eric Desaulniers, geo, President and CEO for NMG, a Qualified Person as defined by National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). Further information about the Matawinie Mine Project and the Bécancour Battery Material Plant Project, including a description of key assumptions, parameters, methods, and risks, is available in a technical report following NI 43-101 rules and guidelines, titled “NI 43-101 Updated Technical Feasibility Study Report for the Matawinie Mine and Bécancour Battery Material Plant Integrated Graphite Projects”, effective March 25, 2025, and available on SEDAR+ and EDGAR (the “Updated Feasibility Study”). Further information about the Uatnan Mining Project, including a description of key assumptions, parameters, methods, and risks, is available in a technical report following NI 43-101 rules and guidelines, titled “NI 43-101 Technical Report – PEA Report for the Uatnan Mining Project”, effective January 10, 2023, and available on SEDAR+ and EDGAR (the “2023 PEA”).

Disclosure regarding Mineral Reserve and Mineral Resource estimates included herein were prepared in accordance with NI 43-101 and applicable mining terms are as defined in accordance with the CIM Definition Standards on Mineral Resources and Reserves adopted by the Canadian Institute of Mining, Metallurgy and Petroleum Council (the “CIM Definition Standards”), as required by NI 43-101. Unless otherwise indicated, all reserve and resource estimates included in this MD&A have been prepared in accordance with the CIM Definition Standards, as required by NI 43-101.

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.

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Accordingly, information contained herein may not be comparable to similar information made public by U.S. companies reporting pursuant to SEC reporting and disclosure requirements.

MARKET AND INDUSTRY DATA

Market and industry data presented throughout this MD&A was obtained from third-party sources and industry reports, publications, websites, and other publicly available information, as well as industry and other data prepared by the Company or on behalf of the Company based on its knowledge of the markets in which the Company operates, including but not limited to information provided by suppliers, partners, customers, and other industry participants.

The Company believes that the market and economic data presented throughout this MD&A is accurate as of the date of publication and, with respect to data prepared by the Company or on behalf of the Company, that estimates and assumptions are currently appropriate and reasonable, but there can be no assurance as to the accuracy or completeness thereof. The accuracy and completeness of the market and economic data presented throughout this MD&A are not guaranteed and the Company does not make any representation as to the accuracy of such data and the Company does not undertake to update or revise such data. Actual outcomes may vary materially from those forecasted in such reports or publications, and the potential for material variations can be expected to increase as the length of the forecasted period increases. Although the Company believes it to be reliable as of the date of publication, the Company has not independently verified any of the data from third-party sources referred to in this MD&A, analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying market, economic and other assumptions relied upon by such sources. Market and economic data are subject to variations and cannot be verified due to limits on the availability and reliability of data inputs, the voluntary nature of the data-gathering process and other limitations and uncertainties inherent in any statistical survey.

THE COMPANY

CORPORATE STRUCTURE

The Company was established on December 31, 2012, under the Canada Business Corporations Act. NMG’s registered office is located at 481 Brassard Street, Saint-Michel-des-Saints, Québec, Canada, J0K 3B0.

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

In view of FID, the Company incorporated NMG Matawinie Inc. and NMG Bécancour Inc. on June 20, 2025. The Corporation now has four subsidiaries (with equity ownership indicated below) namely:

The Company’s consolidated financial statements have been prepared using accounting principles applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they

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come due. In assessing whether the going concern assumption is appropriate, management considers all available information about the future, which is at least, but not limited to, the next twelve months.

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

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

Although management has taken steps to verify the ownership rights in mining properties in which the Company holds an interest in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the title property for the Company. The title may be subject to unregistered prior agreements and may not comply with regulatory requirements.

VALUE PROPOSITION

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


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

Based in Québec, Canada, the Company’s activities are focused on the planned Matawinie graphite mine and concentrator (the “Matawinie Mine”) and the planned commercial value-added graphite products transformation plant (the “Bécancour Battery Material Plant”), both of which are progressing concurrently towards FID in view of commercial operations. NMG is also planning the development of the Uatnan mining project (the “Uatnan Mining Project”) as a subsequent expansion phase. Underpinning these projects are NMG’s Matawinie and Lac Guéret graphite deposits and clean hydroelectricity powering its operations. The Company is developing what is projected to be North America’s one of the first and largest fully integrated natural graphite production.

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HIGHLIGHTS

»	Active work to align engineering, construction, and procurement preparation with project financing activities to reach FID and launch construction of the Phase-2 Matawinie Mine.
»	Focus on advancing engineering of the Phase-2 Bécancour Battery Material Plant with the support of specialized Asian firms and partnering facilities for large-scale testing, in view of reaching FID.
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»	Continued engagement with customers, potential lenders, and targeted institutional equity investors to advance project financing requirements and reach FID on the Phase-2 Matawinie Mine and the Phase-2 Bécancour Battery Material Plant, subject to their respective technical, commercial and financing parameters.
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»	Preliminary results of the U.S. Department of Commerce’s investigation of Chinese active anode material bring combined duties on graphite-based materials of up to 160%, thus improving the competitiveness of North American producers.
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»	EV adoption remains strong globally (+28%), while energy storage emerges as the next major growth driver, pushed by rising AI/data center power demand.
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»	Twelve-month rolling total recordable injury frequency rate (“TRIFR”) of 2.82 at the Company’s facilities (severity rate at 2.82) and 0 for contractors onsite; and no major environmental incidents.
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»	Period-end cash position of $73,462.
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BUSINESS LINES

Striving to establish a local, carbon-neutral, and traceable turnkey supply of graphite for the Western World, the Company is advancing an integrated business operation, from responsible mining to advanced processing. NMG is marketing its future production of graphite concentrate and active anode material to serve in lithium-ion batteries for EVs, energy storage solutions, and consumer technology applications, as well as niche applications in traditional, specialized, and defense industries.

The Company is carrying out a phased development plan for its Matawinie Mine and Bécancour Battery Material Plant (respectively, with the applicable demonstration plants (Phase 1), the “Matawinie Mine Project” and “Bécancour Battery Material Plant Project” (Phase 2)) to derisk its projects and advance towards FID in view of commercial operations. To support growth and meet customers’ demand beyond its Phase 2, the Company is planning the development of the Uatnan Mining Project targeted as NMG’s Phase-3 expansion.

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Projects Overview ****



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

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Bécancour Battery Material Plant Project
To support the development of the Bécancour Battery Material Plant (“Phase-2 Bécancour Battery Material Plant”), NMG continues to optimize its processes, products, and operational practices to align with the technical requirements of its Anchor Customers – Panasonic Energy and General Motors (“GM”) (Panasonic Energy and GM collectively, the “Anchor Customers”) – using its Phase-1 Demonstration Plant and third-party facilities; refine environmental performance and operational parameters of the chemical purification technology; advance engineering; and progress with the project financing activities with the various financial stakeholders to reach FID and launch construction of the Phase-2 Bécancour Battery Material Plant.<br><br>A positive FID is dependent on the financing structure in light of the Updated Feasibility Study, updated financial model, refined technical development, the conclusions of the due diligence processes and negotiations with the various financial stakeholders, including bankable offtake agreements and project-related agreements with customers.
Phase 1 – Battery Material Demonstration Plants
	Shaping Demonstration Plant	In operation to support product sampling and qualification to customers’ specifications.
	Purification Demonstration Plant	Decommissioning of facility on-going in light of technology change.
	Coating Demonstration Plant	In operation to support product sampling and qualification to customers’ specifications.
Phase 2 – Bécancour Battery Material Plant		Completion and issuance of the Updated Feasibility Study.<br><br>Continuing advancement in engineering, technological development, and project optimizations.<br><br><br><br>
Uatnan Mining Project
To support the advancement of the Uatnan Mining Project, NMG plans to continue engaging with the Innu First Nation of Pessamit to establish a collaboration model in view of advancing a feasibility study along with an environmental and social impact assessment. Additional funding will be required to support this development. The Company also aims at formalizing commercial engagement for this contemplated production.<br><br>The development of the project leading to governmental authorizations is dependent on positive studies results, successful public consultation and First Nation engagement, favorable market demand, and commercial interest.
Phase 3 – Uatnan Mining Project		Preliminary economic assessment (“2023 PEA”) completed; detailed work plan for subsequent studies ready for deployment. Assessment of potential sites for processing plants initiated.

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MATAWINIE MINE PROJECT

NMG is advancing the development of its Matawinie graphite property, in which the Company owns a 100% interest, to produce about 106,000 tonnes per annum (“tpa”) of graphite concentrate over the 25-year life of mine.

Phase-1 Matawinie Mine Demonstration Plant

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

During the period, NMG has initiated work for key environmental infrastructure at the demonstration mining site in view of additional flake production at the Phase-1 Demonstration Plant.

Phase-2 Matawinie Mine

Following the issuance of the Updated Technical Feasibility Study Report for the Matawinie Mine and Bécancour Battery Material Plant Integrated Graphite Projects (the “Updated Feasibility Study”), NMG is pursuing the development of the Phase-2 Matawinie Mine in preparation for FID. Detailed engineering, negotiation of contracts with key suppliers, preparation of call for tenders for construction, value engineering, electrification planning, and schedule optimization are ongoing to advance the project. Upon a positive FID, the Matawinie Mine could be built and enter commercial production in less than three years.

BÉCANCOUR BATTERY MATERIAL PLANT PROJECT

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

Phase-1 Battery Material Demonstration Plants

The Company is producing active anode material samples at its Phase-1 Battery Material Demonstration Plant and third-party facilities to support commercial engagement, inform Phase-2 engineering, qualify vendors, and refine operational parameters. Testing is paired with comprehensive statistical analysis to develop products based on each manufacturer’s battery specifications.

Upon the completion of testing protocols at the Phase-1 Purification Demonstration Plant, NMG is progressing well with the decommissioning of this facility in light of the technology change and as the industrial space lease nears its end. Management anticipates the closure of this facility to be completed in Q3-2025.

»	The Company leverages third-party facilities to purify its sample production, using the chemical process that has been selected for the Phase-2 operations.

Phase-2 Bécancour Battery Material Plant

Following the issuance of the Updated Feasibility Study, NMG is actively focusing on advancing engineering to optimize processing technologies and refine environmental, operational, and financial parameters, in view of reaching FID.

»	Engineering is being supported by specialized Asian firms with expertise in the graphite and anode material industry.
»	Large-scale testing and sample production are being planned at partnering facilities to inform engineering and commercialization efforts.
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UATNAN MINING PROJECT

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

Leveraging the wholly-owned Lac Guéret Property, NMG, is planning the Uatnan Mining Project with a focus on battery material feedstock, with a targeted production of approximately 500,000 tpa of graphite concentrate over a 24-year life of mine, based on the Preliminary Economic Assessment published in 2023 in accordance with NI 43-101.

NMG is actively engaged with the Innu First Nation of Pessamit to define a shared development vision for the Uatnan Mining Project in view of the project’s next steps, namely the preparation of a feasibility study and an environmental and social impact assessment.

COMMERCIAL STRATEGY

Focusing on the EV and energy storage systems market segments, NMG is aligning its business plan and associated commercial strategy to cater to battery material supply chains, with a focus on the North American market. The integrated material flowsheet developed for the Company’s Phase 2 is designed to maximize the production of high-value active anode material destined to the battery market segments while reserving jumbo and large high-purity flake graphite for specialty markets, with some flexibility in the allocation of volumes.

Early commercial engagement for the Uatnan Mining Project is oriented toward battery material supply chains for the Western World and/or emerging markets.

SALES

The Company is working with its Anchor Customers toward bankable offtake agreements to bring NMG’s Phase-2 Matawinie Mine and Phase-2 Bécancour Battery Material Plant to FID. The Company's agreements with its Anchor Customers contain conditions precedent which require the Company to have made a positive decision with respect to FID and entered into certain other project-related agreements by certain fixed dates, failing which the Anchor Customers may terminate their agreements with the Company. While those dates have been exceeded, the Company and its Anchor Customers are working collaboratively toward FID and are in discussions to update the project timeline, including for the satisfaction of these conditions precedent. The offtakes are also contingent on finalizing the product qualification process and commercial plant validation upon commissioning.

In addition, the Company is actively engaged with other tier-1 potential customers interested in signing offtake agreement(s) for NMG’s Phase-2 production accompanied by strategic investments. The Company’s Phase-1 operations support technical marketing and product qualification efforts with said manufacturers.

MARKET UPDATE

Prices for natural graphite and active anode materials remain relatively flat (Benchmark Mineral Intelligence, July 2025) regardless of movements in the battery and EV value chain and/or geopolitics.

The global EV momentum remains strong despite some policy headwinds in North America. Over nine million EVs were sold worldwide in the first half of 2025, a 28% year-to-date increase that saw significant growth in China (+32%) and Europe (+26%), while the North American EV market slowed to just 3% growth (Rho Motion, July 2025). According to the International Energy Agency, global EV sales are on track to exceed 20 million in 2025.

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»	The UK government introduced an EV subsidy package running until 2029 to accelerate adoption.
»	In contrast, the U.S. EV tax credit is set to end on September 30, 2025, following the signing of the One Big Beautiful Bill Act, which also adds an annual EV registration fee—likely impacting U.S. demand further.
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»	GM, NMG’s Anchor Customer, emerged as the #2 EV manufacturer in the U.S. behind Tesla, with EV sales up 104% in H1 2025. In Canada, GM secured the #1 place in Canadian EV sales, posting a 38% year-over-year increase (GM, July 2025).
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Energy storage is experiencing record growth with global grid-scale deployments increasing by over 50% in H1 2025 (Rho Motion, July 2025), fueled by new renewable energy capacity, AI-driven electricity demand and grid resilience infrastructure.

»	Rho Motion tracked 14 gigascale projects (>1 GWh) entering operation in 2025 so far, and over 300 such projects are scheduled for completion before 2027.
»	The International Energy Agency forecasts a 180% increase in global data center electricity demand by 2030, bolstering the need for large-scale storage.
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»	GM announced a partnership with Redwood Materials to supply batteries for data centers, marking AI infrastructure as a second major growth market for lithium-ion batteries beyond EVs (GM, July 2025).
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The global pipeline of battery production remains robust at 9,275 GWh (Benchmark, July 2025). New capacity is coming online, namely Panasonic Energy’s, NMG’s Anchor Customer, De Soto plant inaugurated in July 2025. The Kansas factory is set to boost Panasonic Energy’s U.S.-based production capacity to approximately 73 GWh and help meet the demand from automotive customers expanding their EV production (Panasonic Energy, July 2025). Panasonic Energy is targeting a 50% local supply chain integration and full production by year-end, while diversifying its EV client base across established OEMs and start-ups (Bloomberg, July 2025).

Resetting American policies on clean technology and strategic sectors, the newly adopted American One Big Beautiful Bill Act tightens domestic content rules for battery manufacturing and imposes new limits to exclude China and other foreign entities of concern from critical mineral supply chains. The legislation also eliminates and/or phases out incentives in a number of sectors but preserves battery storage tax credits. It also allocates US$2.0 billion for the National Defense Stockpile to acquire strategic and critical minerals, and US$5.0 billion to the Department of Defense’s Industrial Base Fund for investments in critical mineral supply chains (U.S. Congress; SFA Oxford, July 2025).

Moreover, the U.S. Department of Commerce announced preliminary affirmative determinations as part of its antidumping and countervailing duties investigation of active anode material from China (International Trade Administration, July 2025). Combined tariffs on Chinese graphite-based active anode material bring effective duties to 160%, thus improving the competitiveness of North American producers (Benchmark Mineral Intelligence, July 2025). Final duties determination is expected in December 2025.

Members of the North Atlantic Treaty Organization (“NATO”), a political and military alliance of countries from Europe and North America, adopted a new Defense Investment Pledge of 5% of GDP by 2035, including 1.5% for defense-adjacent infrastructure such as critical minerals development. NATO lists graphite among 12 essential minerals for defense technology (NATO, July 2025). Investments in Canadian critical minerals not only strengthen NATO readiness but also reduce reliance on Chinese-controlled supply chains.

Management notes that current trade and geopolitical dynamics—marked by rising tariffs, shifting alliances, and growing resource nationalism—are injecting significant uncertainty into global supply chains and investment planning. EV adoption remains strong globally but is encountering policy headwinds in North America, while energy storage emerges as the next major growth driver, fueled by rising AI and data center power demand. Geopolitical fragmentation and reconfiguration of global trade flows are reshaping alliances and leading to volatility in investment and operational planning, with firms

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delaying or altering strategies amid uncertainty. Together, these shifts may reshape market demand, investment flows and supply chain strategies across the Western World (World Economic Forum, June 2025).

RESPONSIBILITIES

NMG published its annual ESG Report to present its governance of material topics, disclose its performance, and highlight sustainability milestones and targets on May 15, 2025. The 2024 ESG Report is available on NMG’s website.

For the twelve-month rolling period ended June 30, 2025, NMG reported a total recordable injury frequency rate of 2.82 and severity rate of 2.82 at the Company’s facilities, and 0 at contractors’ worksites. There were no environmental incidents during this period.

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

GOVERNANCE

RISKS

The Company operates in an industry that contains various risks and uncertainties. The Company's contracts with its Anchor Customers contain conditions precedent which require the Company to have made a positive decision with respect to FID and entered into certain other project-related agreements by certain fixed dates, failing which the Anchor Customers may terminate their contracts with the Company. Those dates have exceeded. The termination of either of those contracts would have a material adverse impact on the Company’s business, ability to obtain additional financing, financial performance and operations.

For a more comprehensive discussion of these inherent risks, see “Risk Factors”’ in the Company’s most recent annual information form on the Company’s profile on SEDAR+ and on EDGAR.

FINANCING

Following the issuance of the Updated Feasibility Study, NMG has entered the financing stage for its Phase-2 Matawinie Mine and Phase-2 Bécancour Battery Material Plant, subject to their respective technical, commercial and financing parameters. The Company is exploring various financing and commercial scenarios to lessen risk exposure in light of current geopolitical conditions, including the possibility of sequencing financing stages.

Hence, the Company is engaged with its Anchor Customers, potential lenders, and targeted institutional equity investors with a view to advancing project financing requirements. Meetings, site visits, and different due diligence workstreams are ongoing.

»	NMG is assisted by Société Générale as the debt advisor and BMO Capital Markets as the strategic equity advisor.
»	To date, the Company has received letters of interest concerning the debt financing structure for over US$1 billion toward the Company’s Phase-2 Matawinie Mine and Bécancour Battery Material Plant. Targeted capital providers include various governmental bodies, public institutions, and export credit agencies, namely Export Development Canada and Canada Infrastructure Bank.
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»	The financing structure at FID is set to include an equity participation from key investors, including the Company’s Anchor Customers.
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»	Although management believes that FID will occur, no assurance can be given that those expressions of interest will be converted into a positive FID.
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QUARTERLY RESULTS

During the three-month period ended June 30, 2025, the Company recorded a net loss of $21,016 (net loss of $11,082 in 2024), a basic and diluted loss per share of $0.14 (basic and diluted loss per share of $0.10 in 2024).


Description	Q2-2025	Q1-2025	Q4-2024	Q3-2024
	(note a)	(note b)	(note c)	(note d)
				$
Net loss	21,016	12,442	21,904	8,062
Basic loss per share	0.14	0.08	0.19	0.07
Diluted loss per share	0.14	0.08	0.19	0.07

All values are in US Dollars.


Description	Q2-2024	Q1-2024	Q4-2023	Q3-2023
	$	$	$	$
Net loss	11,082	32,237	16,575	15,526
Basic loss per share	0.10	0.43	0.27	0.26
Diluted loss per share	0.10	0.43	0.27	0.26

a)	The net loss in Q2-2025 increased by $9,934 compared to Q2-2024, mainly due to the fair value revaluation of the derivative warrant liabilities, which resulted in a gain of $14,611 in 2024 compared to a loss in 2025. Additionally, the increase can be explained by increased activities in connection with technical audits and due diligence processes for potential lenders. These impacts were partially offset by a $7,548 loss recognized in 2024 from the settlement of convertible notes with Mitsui and Pallinghurst, as well as lower share-based compensation expense in 2025 due to a revised assumption related to performance-based stock options granted to key employees, combined with the decrease in options granted to consultants.
b)	The net loss in Q1-2025 decreased by $19,795 compared to Q1-2024, mainly due to a non-cash expense of $18,638 recorded in the Q1-2024 consolidated statement of loss and comprehensive loss related to the acquisition of the Lac Guéret Property combined with lower interest expenses on the convertible note due to having only the Investissement Québec note of USD$12,500 remaining. This decrease was partially offset by the increased engineering activities in connection with the Updated Feasibility Study, published on March 31, 2025, and higher share-based compensation expenses due to options granted to key employees in April 2024 that vest upon a positive FID.
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c)	The net loss in Q4-2024 increased by $5,329 compared to Q4-2023 mainly due to a loss of $5,919 related to the fair value revaluation of the derivative warrant liability and increased engineering activities in connection with the Updated Feasibility Study deliverable, which was published on March 31, 2025.
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d)	The net loss in Q3-2024 decreased by $7,464 compared to Q3-2023 mainly due to a $10,254 gain from the fair value revaluation of the derivative warrant liability and a reduction in interest expenses following the settlement of the convertible notes with Mitsui and Pallinghurst on May 2, 2024. This was partially offset by increased vesting expenses for stock options and higher engineering costs related to the ongoing Updated Feasibility Study for the Phase-2 projects.
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OTHER FINANCIAL INFORMATION


Description		June 30, 2025	December 31, 2024
		$	$
Total assets (a)		174,804	204,100
Mine under construction included in Property, plant and equipment (b)		71,544	62,479
Bécancour Battery Material Plant under construction included in Property, plant and equipment		1,218	1,175
Non-current liabilities		3,292	3,467
a)	The decrease of $29,296 in total assets between June 30, 2025, and December 31, 2024, is mainly explained by a decrease of $32,834 in Cash and cash equivalents. No additional financing was received in 2025, as the previous financing was completed in December 2024 with Canada Growth Fund and Investissement Québec. The decrease is therefore explained by a monthly cash expenditure rate of approximately $5,201. This is partially offset by a $5,624 increase in property, plant, and equipment due to investments and continued progress on the development of the Phase-2 Matawinie Mine.
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b)	The increase of $9,065 in the Mine under construction between June 30, 2025, and December 31, 2024, is related to costs incurred for the Phase-2 Matawinie Mine, which have been capitalized under property, plant, and equipment. These costs are primarily associated with continued progression of the detailed engineering for both the concentrator and the mining infrastructures ($5,404), long-lead equipment deposit for the electrical substation ($377), borrowing costs ($1,122), wages and benefits ($898), and a deposit for the engineering and construction of the electrical powerline with Hydro-Québec ($1,250).
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SECOND QUARTER AND HALF YEAR RESULTS

MINING PROJECTS EXPENSES


	For the three-month periods ended		For the six-month periods ended
Description	June 30, 2025	June 30, 2024	June 30, 2025	June 30, 2024
				$
Wages and benefits (a)	1,242	1,023	2,387	2,073
Share-based compensation (b)	55	385	585	524
Consulting fees	20	22	59	43
Materials, consumables, and supplies	121	185	339	336
Maintenance and subcontracting	125	176	213	288
Utilities	93	91	185	180
Depreciation and amortization	61	65	121	128
Other	79	68	146	110
Uatnan Mining Project - Exploration and evaluation expenses (c)	4	7	14	18,654
Grants	(37)	(9)	(42)	(26)
Tax credits	(119)	(170)	(213)	(244)
Mining projects expenses	1,644	1,843	3,794	22,066

All values are in US Dollars.

a)The increase of $219 and $314 in wages and benefits for the three and six-month periods ended June 30, 2025, respectively, is mainly due to new hires to support operations.

Management Discussion and Analysis	15

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b)The decrease of $330 in share-based compensation expenses for the three-month period ended June 30, 2025, is mainly due to a revised assumption related to performance-based stock options granted to key employees in April 2024.

c)The decrease of $18,640 for the six-month period ended June 30, 2025, is due to the acquisition of the Lac Guéret Property on January 31, 2024. For more details on the accounting treatment of this transaction, refer to Note 19 of the Company’s audited consolidated financial statements for the year ended December 31, 2024.

BATTERY MATERIAL PLANT PROJECT EXPENSES


	For the three-month periods ended		For the six-month periods ended
Description	June 30, 2025	June 30, 2024	June 30, 2025	June 30, 2024
				$
Wages and benefits	1,253	1,414	2,643	2,684
Share-based compensation	67	211	337	270
Engineering (a)	3,898	3,743	8,972	6,362
Consulting fees	248	243	456	400
Materials, consumables, and supplies (b)	193	525	661	1,191
Maintenance and subcontracting (c)	714	477	872	1,139
Utilities	9	91	139	279
Depreciation and amortization (d)	2,248	2,401	4,345	4,896
Other	104	85	185	140
Grants	(154)	(134)	(404)	(257)
Tax credits (e)	70	(105)	70	(339)
Battery Material Plant project expenses	8,650	8,951	18,276	16,765

All values are in US Dollars.

a)	The increase of $2,610 in engineering expenses for the six-month period ended June 30, 2025, is mainly due to activities in connection with the Updated Feasibility Study deliverable, which was published on March 31, 2025.
b)	The decrease of $332 and $530 in materials, consumables, and supplies expenses for the three and six-month periods ended June 30, 2025, respectively, is mainly due to the decrease in operational activities at the Purification Demonstration Plant. This reduction is aligned with the start of the decommissioning of the facility, which began in Q2-2025, and is expected to be completed in Q3-2025.
---	---
c)	The increase of $237 in maintenance and subcontracting expenses for the three-month period ended June 30, 2025, is mainly due to a provision recorded for the remaining costs associated with the decommissioning of the Purification Demonstration Plant, as the Company has an obligation to restore the rented facility to its original condition.
---	---
d)	The decrease of $551 for the six-month period ended June 30, 2025, is mainly due to the end of the depreciation useful life of production equipment at the Purification Demonstration Plant.
---	---
e)	The decrease of $409 in tax credits for the six-month period ended June 30, 2025, is due to the Company reaching the maximum limit of eligible expenditures for the Critical and Strategic Mineral Development provincial tax credit in the 2024 fiscal period, combined with adjustments resulting from tax assessments received for prior years.
---	---

Management Discussion and Analysis	16

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GENERAL AND ADMINISTRATIVE EXPENSES


	For the three-month periods ended		For the six-month periods ended
Description	June 30, 2025	June 30, 2024	June 30, 2025	June 30, 2024
				$
Wages and benefits	1,956	1,767	3,810	3,630
Share-based compensation (a)	(7)	1,992	2,073	2,649
Professional fees (b)	1,180	673	1,711	2,108
Consulting fees (c)	1,176	425	1,826	889
Travelling, representation and convention	352	332	554	452
Office and administration (d)	1,335	1,383	2,583	2,925
Stock exchange, authorities, and communication	183	199	434	283
Depreciation and amortization	36	59	72	120
Other financial fees	60	5	64	8
Grants	—	—	—	(46)
General and administrative expenses	6,271	6,835	13,127	13,018

All values are in US Dollars.

a)	The decrease of $1,999 and $576 in share-based compensation expenses for the three and six-month periods ended June 30, 2025, respectively, is mainly due to a revised assumption related to performance-based stock options granted to key employees in April 2024, combined with the decrease in options granted to consultants.
b)	The increase in professional fees of $507 for the three-month period ended June 30, 2025, is mostly due to higher legal costs associated with progression on the project financing structure, partially offset by legal fees in 2024 in connection with the private placement with Mitsui and Pallinghurst, completed in May 2024.
---	---
c)	The increase of $751 and $937 in consulting fees for the three and six-month periods ended June 30, 2025, respectively, is mostly due to increased activities in connection with technical audits and due diligence processes in connection with the project financing.
---	---
d)	The decrease in office and administration fees of $342 for the six-month period ended June 30, 2025, is mainly due to lower Director & Officer insurance fees.
---	---

NET FINANCIAL COSTS

The $6,790 increase in financial costs for the six-month period ended June 30, 2025, is mainly due to the fair value revaluation of derivative warrant liabilities, which resulted in a gain of $20,565 in 2024 compared to a loss in 2025. This increase was partially offset by lower interest and accretion expenses on the convertible notes, following the surrender and cancellation of the notes by Mitsui and Pallinghurst as part of the private placement completed on May 2, 2024. Additional offsets include a $7,548 loss on settlement of convertible notes recorded in 2024, as well as a foreign exchange gain in 2025 compared to a loss during the same period in 2024.

LIQUIDITY AND FUNDING

As at June 30, 2025, the difference between the Company’s current assets and current liabilities was $33,068, including $73,462 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.

The Company manages its liquidity risk by using budgets that enable it to determine the amounts required to fund its exploration, evaluation, and development expenditure programs. The Company’s liquidity and operating results may be

Management Discussion and Analysis	17

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adversely affected if the Company’s access to the capital markets or other alternative forms of financing is hindered, whether because of a downturn in stock market conditions generally or related to matters specific to the Company. The Company has historically generated cash flow primarily from its financing activities.

As at June 30, 2025, all of the Company’s short-term liabilities totalling $47,161 ($46,976 as at December 31, 2024) have contractual maturities of less than one year, except for the Derivative warrants liabilities, which are recorded in short-term 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, 2025
	Carrying	Contractual	Remainder of	Year	Year	2028 and
	amount	cash flows	the year	2026	2027	Onward
	$	$	$	$	$	$
Accounts payable and other	14,257	14,257	14,257	—	—	—
Lease liabilities	1,416	1,623	187	376	279	781
Borrowings	891	975	150	300	300	225
Convertible Notes – Host^[i]^	16,308	17,053	17,053	—	—	—

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

For the six-month period ended June 30, 2025, the Company had an average monthly cash expenditure rate of approximately $5,201, including additions to property, plant and equipment, deposits to suppliers and all operating expenses. This expenditure rate can be adjusted to preserve liquidity. The Company anticipates it will continue to have negative cash flows from operating activities in future periods at least until commercial production is achieved. Significant additional financing will be needed to bring the Matawinie Mine and the Bécancour Battery Material Plant to commercial production.


****	For the six-month periods ended
Cash flows provided by (used in)	June 30, 2025		June 30, 2024
	$		$
Operating activities before the net change in working capital items	(26,156)		(23,013)
Net change in working capital items	810		(488)
Operating activities	(25,346)		(23,501)
Investing activities	(5,860)		(3,784)
Financing activities	(1,187)		64,830
Effect of exchange rate changes on cash and cash equivalents	(441)		(1)
Increase (decrease) in cash and cash equivalents	(32,834)	****	37,544

OPERATING ACTIVITIES

For the six-month period ended June 30, 2025, cash outflows from operating activities totaled $25,346, while cash outflows totaled $23,501 for the same period in 2024. When excluding non-cash items, the cash outflows relating to operating activities were higher, as described in the above sections, partially offset by a positive variance in the net change in working capital items of $1,298.

INVESTING ACTIVITIES

For the six-month period ended June 30, 2025, cash used in investing activities totaled $5,860 whereas for the same period in 2024, investing activities totaled $3,784. The variance is mainly due to continued progress and investments in property, plant, and equipment for the Phase-2 Matawinie Mine in 2025, partially offset by a higher balance of outstanding payables for property, plant, and equipment, due to timing of vendor payments.

Management Discussion and Analysis	18

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FINANCING ACTIVITIES

For the six-month period ended June 30, 2025, the Company had a net outflow of $1,187 related to financing, compared to a net cash inflow of $64,830 for the same period in 2024. The variance is mainly due to the closing of the private placement with GM and Panasonic for gross proceeds of $67,870 in 2024.

ADDITIONAL INFORMATION

RELATED PARTY TRANSACTIONS

The Company considers its directors and officers to be key management personnel. Transactions with key management personnel are set out as follows:


	For the three-month periods ended		For the six-month periods ended
	June 30, 2025	June 30, 2024	June 30, 2025	June 30, 2024
		$		$
Key management compensation
Wages and short-term benefits	545	570	890	1,120
Share-based payments	(172)	1,419	1,923	1,856
Board fees	240	224	470	447

All values are in US Dollars.

OFF-BALANCE SHEET TRANSACTIONS

There are no off-balance sheet transactions.

CRITICAL ACCOUNTING ESTIMATES, NEW ACCOUNTING POLICIES, JUDGEMENTS AND ASSUMPTIONS

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

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

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

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

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

CAPITAL STRUCTURE


		As at August 14, 2025
Common shares		152,400,705
Options		9,055,750
Warrants		83,432,538
Warrants - Convertible Notes		2,500,000
Convertible Notes		2,500,000
Other reserves - settlement of interests on Convertible Notes		1,534,532
Fully diluted	****	251,423,525

Management Discussion and Analysis	19

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SUBSEQUENT EVENTS TO June 30, 2025

There are no subsequent events to report.

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, 2025, and ending on June 30, 2025, which have materially affected or are reasonably likely to materially affect the company’s ICFR. The CEO and CFO have signed form 52‐109F2, Certification of Interim Filings, which can be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Because of their inherent limitations, internal controls over financial reporting can provide only reasonable, and not absolute, assurance with respect to the reliability of the financial reporting and financial statements preparation. Accordingly, management, including the CEO and CFO, does not expect that the internal controls over financial reporting of the Company will prevent or detect all errors and all frauds. Furthermore, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The control framework used to evaluate the effectiveness of the design and operation of the Company's internal controls over financial reporting is the 2013 Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission.

ADDITIONAL INFORMATION AND CONTINUOUS DISCLOSURE

Additional information on the Company is available through regular filings of press releases, financial statements, and the most recent annual information form on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov). These documents and other information about NMG may also be found on our website at www.nmg.com.

August 14, 2025


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

Management Discussion and Analysis	20

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, 2025.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings (c. V-1.1, r. 27), for the issuer.

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)information required to be disclosed by the issuer in it annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control-Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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

5.3Limitation on scope of design: N/A

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2025 and ended on June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 14, 2025
/s/ Éric Desaulniers
Éric Desaulniers
President & Chief Executive Officer

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Charles-Olivier Tarte, Chief Financial Officer of Nouveau Monde Graphite Inc., certify the following:

1.Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Nouveau Monde Graphite Inc. (the "issuer") for the interim period ended June 30, 2025.

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

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

5.3Limitation on scope of design: N/A

Date: August 14, 2025
/s/ Charles-Olivier Tarte
Charles-Olivier Tarte
Chief Financial Officer

NMG 6-K