NMG 6-K
Nouveau Monde Graphite Inc. (NMG)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Forthe month of November 2025
Commission File Number: 001-40416
NouveauMonde Graphite Inc.****(Translation of registrant’s name into English)
481 rue BrassardSaint-Michel-des-Saints, QuebecCanada J0K 3B0
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ¨ Form 40-F x
INCORPORATION BY REFERENCE
Exhibit 99.3 of this Form 6-K is hereby filed and incorporated by reference into the registrant’s Registration Statement on Form F-10 (File No. 333-289648).
DOCUMENTS TO BE FILED AS PART OF THIS FORM6-K
| 99.1 | Press Release dated April 1, 2025 |
|---|---|
| 99.2 | Press Release dated July 1, 2025 |
| --- | --- |
| 99.3 | Material Change Report dated November 10, 2025 |
| --- | --- |
| 99.4 | Press Release dated November 12, 2025 |
| --- | --- |
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.<br> (Registrant) | ||
|---|---|---|
| Date: | November 12, 2025 | |
| /s/ Josée Gagnon | ||
| Josée Gagnon | ||
| Vice President, Legal Affairs & Corporate Secretary |
Exhibit 99.1
PRESS RELEASE
For immediate release
NMGPays Accrued Interests
MONTRÉAL, CANADA, April 1, 2025 – Nouveau Monde Graphite Inc. (“NMG” or the “Company”) (NYSE: NMG, TSX: NOU) announces the payment of accrued interests as part of a previously announced private placement.
Settlement of Accrued Interests
Upon the approval of the Toronto Stock Exchange and the New York Stock Exchange (the “Exchanges”), the accrued interests owed to Investissement Québec (“Holder”) for the first quarter of 2025 under the unsecured convertible note, as amended and restated, (the “Note”) issued in connection with the private placement announced by press release dated November 8, 2022, will be deemed paid.
194,684 common shares at a price of US$1.49 (each, a “Common Share”) representing an aggregate amount of US$290,079 will be issued and share certificates will be delivered to the Holder at the maturity, conversion or redemption of the Note in payment of the accrued interests due on March 31, 2025, for the first quarter of the year. The issuance of Common Shares is subject to the approval of the Exchanges and, when issued, will be subject to a hold period of four (4) months and one day.
The payment of interest in the form of Common Shares of the Corporation takes place in favor of Investissement Québec, a holder of more than 10% of the securities of the Company, which constitutes a “transaction with a related party” within the meaning of Regulation 61-101 on measures to protect minority holders during specific transactions (“Regulation 61-101”). However, the directors of the Company, who voted, have determined that the exemptions from the official valuation obligation and the approval of minority holders, provided for in sections 5.5 a) and 5.7 1) a) of Regulation 61-101 respectively, may be invoked as neither the fair market value of the shares issued to this insider nor the fair market value of the consideration paid does not exceed 25% of the market capitalization of the Company. No director of the Company has expressed a contrary opinion or disagreement in connection with the foregoing.
A material change report relating to this transaction with a related party will be filed by Nouveau Monde no later than 21 days prior to the date on which the Common Shares are expected to be issued as the conditions in connection with the issuance of the Common Shares were not determined.
About Nouveau Monde Graphite
Nouveau Monde Graphite is an integrated company developing responsible mining and advanced manufacturing operations to supply the global economy with carbon-neutral active anode material to power EV and renewable energy storage systems. The Company is developing a fully integrated ore-to-battery-material source of graphite-based active anode material in Québec, Canada. With recognized ESG standards and structuring partnerships with anchor customers, NMG is set to become a strategic supplier to the world’s leading lithium-ion battery and EV manufacturers, providing advanced materials while promoting sustainability and supply chain traceability.
www.NMG.com
| Contact<br><br> <br>****<br><br> <br>MEDIA | INVESTORS |
|---|---|
| Julie Paquet<br><br> <br>VP Communications & ESG Strategy<br><br> <br>+1-450-757-8905 #140<br><br> <br>[email protected] | Marc Jasmin<br><br> <br>Director, Investor Relations<br><br> <br>+1-450-757-8905 #993<br><br> <br>[email protected] |
Subscribe to our news feed: https://bit.ly/3UDrY3X
Cautionary Note Regarding Forward-Looking Information
All statements, other than statements of historicalfact, contained in this press release including, but not limited to those describing the potential conversion of the Notes, the issuanceof the Common Shares and those statements which are discussed under the “About Nouveau Monde Graphite” paragraph and elsewherein the press release which essentially describe the Company’s outlook and objectives, constitute “forward- looking information”or “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of Canadian andUnited States securities laws, and are based on expectations, estimates and projections as of the time of this press release. Forward-lookingstatements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of thetime of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Theseestimates and assumptions may prove to be incorrect. Moreover, these forward-looking statements were based upon various underlying factorsand assumptions, including the current technological trends, the business relationship between the Company and its stakeholders, theability to operate in a safe and effective manner, the timely delivery and installation of the equipment supporting the production, theCompany’s business prospects and opportunities and estimates of the operational performance of the equipment, and are not guaranteesof future performance.
Forward-looking statements are subject toknown or unknown risks and uncertainties that may cause actual results to differ materially from those anticipated or implied in theforward-looking statements. Risk factors that could cause actual results or events to differ materially from current expectations include,among others, delays in the scheduled delivery times of the equipment, the ability of the Company to successfully implement its strategicinitiatives and whether such strategic initiatives will yield the expected benefits, the availability of financing or financing on favorableterms for the Company, the dependence on commodity prices, the impact of inflation on costs, the risks of obtaining the necessary permits,the operating performance of the Company’s assets and businesses, competitive factors in the graphite mining and production industry,changes in laws and regulations affecting the Company’s businesses, political and social acceptability risk, environmental regulationrisk, currency and exchange rate risk, technological developments, the impacts of the global COVID-19 pandemic and the governments’responses thereto, and general economic conditions, as well as earnings, capital expenditure, cash flow and capital structure risks andgeneral business risks. A further description of risks and uncertainties can be found in NMG’s Annual Information Form datedMarch 30, 2025, including in the section thereof captioned “Risk Factors”, which is available on SEDAR+ at www.sedarplus.caand on EDGAR at www.sec.gov. Unpredictable or unknown factors not discussed in this Cautionary Note could also have material adverseeffects on forward-looking statements.
Many of these uncertainties and contingenciescan directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-lookingstatements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future eventscould differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providinginformation about management’s expectations and plans relating to the future. The Company disclaims any intention or obligationto update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-lookingstatements, except to the extent required by applicable law.
Neither the Toronto Stock Exchange nor itsRegulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacyor accuracy of this release.
Further information regarding the Companyis available in the SEDAR+ database (www.sedarplus.ca), and for United States readers on EDGAR (www.sec.gov), and on theCompany’s website at: www.NMG.com
Exhibit 99.2
PRESS RELEASE
For immediate release
NMGPays Accrued Interests
MONTRÉAL, CANADA, July 1, 2025 – Nouveau Monde Graphite Inc. (“NMG” or the “Company”) (NYSE: NMG, TSX: NOU) announces the payment of accrued interests as part of a previously announced private placement.
Settlement of Accrued Interests
Upon the approval of the Toronto Stock Exchange and the New York Stock Exchange (the “Exchanges”), the accrued interests owed to Investissement Québec (“Holder”) for the second quarter of 2025 under the unsecured convertible note, as amended and restated, (the “Note”) issued in connection with the private placement announced by press release dated November 8, 2022, will be deemed paid.
178,531 common shares at a price of US$1.64 (each, a “Common Share”) representing an aggregate amount of US$292,791 will be issued and share certificates will be delivered to the Holder at the maturity, conversion or redemption of the Note in payment of the accrued interests due on June 30, 2025, for the second quarter of the year. The issuance of Common Shares is subject to the approval of the Exchanges and, when issued, will be subject to a hold period of four (4) months and one day.
The payment of interest in the form of Common Shares of the Corporation takes place in favor of Investissement Québec, a holder of more than 10% of the securities of the Company, which constitutes a “transaction with a related party” within the meaning of Regulation 61-101 on measures to protect minority holders during specific transactions (“Regulation 61-101”). However, the directors of the Company, who voted, have determined that the exemptions from the official valuation obligation and the approval of minority holders, provided for in sections 5.5 a) and 5.7 1) a) of Regulation 61-101 respectively, may be invoked as neither the fair market value of the shares issued to this insider nor the fair market value of the consideration paid does not exceed 25% of the market capitalization of the Company. No director of the Company has expressed a contrary opinion or disagreement in connection with the foregoing.
About Nouveau Monde Graphite
Nouveau Monde Graphite is an integrated company developing responsible mining and advanced processing operations to supply the global economy with carbon-neutral active anode material to power EV and renewable energy storage systems. The Company is developing a fully integrated ore-to-battery-material source of graphite-based active anode material in Québec, Canada. With recognized ESG standards and structuring partnerships with anchor customers, NMG is set to become a strategic supplier to the world’s leading lithium-ion battery and EV manufacturers, providing advanced materials while promoting sustainability and supply chain traceability.
www.NMG.com
| Contact<br><br> <br>****<br><br> <br>MEDIA | INVESTORS |
|---|---|
| Julie Paquet<br><br> <br>VP Communications & ESG Strategy<br><br> <br>+1-450-757-8905 #140<br><br> <br>[email protected] | Marc Jasmin<br><br> <br>Director, Investor Relations<br><br> <br>+1-450-757-8905 #993<br><br> <br>[email protected] |
Subscribe to our news feed: https://bit.ly/3UDrY3X
Cautionary Note Regarding Forward-Looking Information
All statements, other than statementsof historical fact, contained in this press release including, but not limited to those describing the potential conversion of the Notes,the issuance of the Common Shares and those statements which are discussed under the “About Nouveau Monde Graphite” paragraphand elsewhere in the press release which essentially describe the Company’s outlook and objectives, constitute “forward-looking information” or “forward-looking statements” (collectively, “forward-looking statements”) withinthe meaning of Canadian and United States securities laws, and are based on expectations, estimates and projections as of the time ofthis press release. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while consideredreasonable by the Company as of the time of such statements, are inherently subject to significant business, economic and competitiveuncertainties and contingencies. These estimates and assumptions may prove to be incorrect. Moreover, these forward-looking statementswere based upon various underlying factors and assumptions, including the current technological trends, the business relationship betweenthe Company and its stakeholders, the ability to operate in a safe and effective manner, the timely delivery and installation of theequipment supporting the production, the Company’s business prospects and opportunities and estimates of the operational performanceof the equipment, and are not guarantees of future performance.
Forward-looking statements are subject toknown or unknown risks and uncertainties that may cause actual results to differ materially from those anticipated or implied in theforward-looking statements. Risk factors that could cause actual results or events to differ materially from current expectations include,among others, delays in the scheduled delivery times of the equipment, the ability of the Company to successfully implement its strategicinitiatives and whether such strategic initiatives will yield the expected benefits, the availability of financing or financing on favorableterms for the Company, the dependence on commodity prices, the impact of inflation on costs, the risks of obtaining the necessary permits,the operating performance of the Company’s assets and businesses, competitive factors in the graphite mining and production industry,changes in laws and regulations affecting the Company’s businesses, political and social acceptability risk, environmental regulationrisk, currency and exchange rate risk, technological developments, the impacts of the global COVID-19 pandemic and the governments’responses thereto, and general economic conditions, as well as earnings, capital expenditure, cash flow and capital structure risks andgeneral business risks. A further description of risks and uncertainties can be found in NMG’s Annual Information Form datedMarch 30, 2025, including in the section thereof captioned “Risk Factors”, which is available on SEDAR+ at www.sedarplus.caand on EDGAR at www.sec.gov. Unpredictable or unknown factors not discussed in this Cautionary Note could also have material adverseeffects on forward-looking statements.
Many of these uncertainties andcontingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or impliedin any forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual resultsand future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for thepurpose of providing information about management’s expectations and plans relating to the future. The Company disclaims any intentionor obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual eventsand such forward-looking statements, except to the extent required by applicable law.
Neither the Toronto Stock Exchangenor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility forthe adequacy or accuracy of this release.
Further information regarding the Companyis available in the SEDAR+ database (www.sedarplus.ca), and for United States readers on EDGAR (www.sec.gov), and on theCompany’s website at: www.NMG.com
Exhibit 99.3
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | Name and Address of Company |
|---|
NOUVEAU MONDE GRAPHITE INC. (the “Corporation” or “NMG”)
481 Rue Brassard
Saint-Michel-des-Saints QC, J0K 3B0
| Item 2 | Date of Material Change |
|---|
October 31, 2025.
| Item 3 | News Releases |
|---|
News releases, in French and English, were issued on October 31, 2025, through Business Wire and filed on SEDAR+ and EDGAR.
| Item 4 | Summary of Material Change |
|---|
On October 31, 2025, the Corporation announced the finalization of multiple commercial arrangements for its Matawinie mine (the “Matawinie Mine”) and Bécancour battery material plant (the “Bécancour Plant”) projects.
The Corporation’s wholly owned subsidiary, NMG Matawinie Inc. (“NMG Matawinie”), entered into binding supply and marketing term sheets with the Government of Canada providing for an aggregate 15,000 tonnes per annum (“tpa”) of graphite concentrate to be purchased by the Government of Canada on a take-or-pay basis and a potential additional 15,000 tpa to be purchased by allied countries for strategic applications, with a seven year offtake term.
NMG Matawinie also agreed on the final terms of a binding amended and restated joint marketing and offtake agreement with Traxys North America LLC (“Traxys”), the execution of which is subject to the approval of Traxys’ board of directors, for 20,000 tpa of graphite concentrate over seven years, including a 10,000 tpa take-or-pay component.
Concurrently, the Corporation’s wholly owned subsidiary, NMG Bécancour Inc. (“NMG Bécancour”), and Panasonic Energy Co., Ltd. (“PanasonicEnergy”) have revised and updated their multiyear binding offtake agreement (“New Panasonic Agreement”) to advance the production of 13,000 tpa of active anode material from Phase-2 of the Bécancour Plant or a Bécancour battery material plant with an alternative production capacity of 13,000 tpa (the “Modified Bécancour Plant”). NMG is assessing the commercial and technical feasibility of the Modified Bécancour Plant based on the terms of the New Panasonic Agreement.
The Corporation is also negotiating with an established third-party anode manufacturer to secure up to 30,000 tpa of graphite concentrate from Phase-2 of the Matawinie Mine, including an expected take-or-pay commitment, to potentially support the active anode material needs of General Motors Holdings LLC (“GM”) and other customers. In connection with these negotiations, NMG and GM have agreed to terminate their February 14, 2024 subscription and supply agreements effective November 30, 2025. GM is exploring, on a non-binding basis, the possibility of procuring a portion of active anode material from the third-party manufacturer using NMG’s graphite concentrate as feedstock. There can be no assurance that GM and Manufacturer will reach a definitive agreement.
Collectively, these commercial arrangements potentially cover almost 100% of the future flake graphite volumes of Phase-2 of the Matawinie Mine, which includes the feedstock of flake graphite volume to service the 13,000 tpa volume of active anode material for Panasonic Energy under the New Panasonic Agreement, and will position NMG to advance its project financing discussions with strategic investors and targeted lenders, either for a combined final investment decision (“FID”) encompassing Phase-2 of the Matawinie Mine and either Phase-2 of the Bécancour Plant or the Modified Bécancour Plant, or for a sequenced FID starting with Phase-2 of the Matawinie Mine and followed either by Phase-2 of the Bécancour Plant or the Modified Bécancour Plant.
| Item 5 | Full Description of Material Change |
|---|
5.1 FullDescription of Material Change
On October 31, 2025, NMG announced the finalization of the following commercial arrangements for its Matawinie Mine and Bécancour Plant projects.
Government of Canada Binding Supplyand Marketing Term Sheets
On October 31, 2025, NMG Matawinie and His Majesty the King in Right of Canada as represented by the Minister of Public Works and Government Services Canada (collectively, the “GoC”) entered into binding term sheets for (i) supply arrangements for the purchase by GoC of natural flake graphite concentrate from Phase-2 Matawinie Mine (the “Supply Term Sheet”) and (ii) marketing arrangements for the resale of flake graphite products (the “Marketing Term Sheet”). These term sheets were entered into and announced by the GoC while western leaders were gathered in Canada for the G7 Energy and Environment Ministers’ Meeting.
Supply Term Sheet
Under the Supply Term Sheet, the GoC has committed to purchasing 15,000 tpa of graphite concentrate on a take-or-pay basis for a seven-year term at a fixed North American market price for a basket of products ranging from fine to large jumbo flakes at a minimum 94% Cg purity level (the “GoC Commitment”). The GoC and NMG Matawinie have additionally committed to seeking and soliciting additional purchasers from an agreed list of potential purchasers comprised of other allied countries or entities (each, an “Additional Purchaser”) for strategic applications and commercialization to purchase in aggregate an additional 15,000 tpa of graphite concentrate on substantially the same terms as the Supply Term Sheet (the “Additional Commitments”).
This offtake framework is conditional upon: (1) GoC receiving the necessary approvals from contracting and financing authorities, completing satisfactory confirmatory diligence required for such approvals and completing the GoC’s appropriations process; (2) the parties executing definitive agreements in connection with the Supply Term Sheet (the “Supply Agreement”) and the Marketing Term Sheet (the “MarketingAgreement”); (3) NMG’s FID to construct Phase-2 of the Matawinie Mine; (4) execution of financing agreements sufficient to fund construction and ramp up of Phase-2 of the Matawinie Mine; and (5) NMG Matawinie entering into at least one Additional Commitment on substantially the same terms as the Supply Term Sheet (or the Supply Agreement) to purchase 15,000 tpa of graphite concentrate such that the overall annual quantity to be supplied by NMG Matawinie and purchased by the GoC and Additional Purchasers shall be 30,000 tpa of graphite concentrate. No assurance can be given that NMG Matawinie will be able to conclude the definitive agreements with allied countries, entities and/or the GoC or will be able to satisfy all conditions precedent.
The Supply Agreement will grant the GoC a most favoured nation right providing that if NMG Matawinie or any of its affiliates sells graphite concentrate with equivalent specifications to that sold to the GoC to any Additional Purchaser at a more favourable price per tonne than paid by the GoC, the GoC will be entitled to pay the more favourable price for an equivalent volume of product. The Supply Agreement will also provide terms that are customary for Canadian offtake agreements of this nature.
Marketing Term Sheet
Pursuant to the Marketing Term Sheet, NMG Matawinie will act as reseller, using commercially reasonable efforts, to market and identify end buyers from a mutually agreed list for graphite concentrate purchased by the GoC from NMG Matawinie pursuant to the Supply Agreement. The Marketing Term Sheet is subject to the GoC and NMG Matawinie entering into, and the satisfaction of all conditions precedent set forth in, the Supply Agreement and the Marketing Agreement
In the Marketing Agreement, the parties will agree to a formal process under which the NMG Matawinie will repurchase graphite concentrate sold to the GoC for onward resale to end buyers, with the GoC retaining discretion to decline sales to end buyers in certain events, including where the end-buyer price is below the price paid by the GoC or the end buyer is a prohibited person under sanctions or anti-money laundering restrictions.
The Marketing Term Sheet sets out a pricing framework for the resale of the graphite concentrate, including a marketing fee and a marketing fee bonus entitling NMG Matawinie to 50% of the resulting profits from such sales where the end-buyer price exceeds the price paid by the GoC, net of any marketing fee paid to NMG Matawinie and any losses incurred by GoC on previous sales**.**
Traxys Offtake and Marketing Agreement
NMG Matawinie and Traxys have finalized the terms of an amended and restated joint marketing and off-take agreement (the “Amended and Restated Traxys Agreement”) that will replace their existing joint marketing and offtake agreement of February 13, 2019. The execution of the Amended and Restated Traxys Agreement is subject only to the approval of the board of directors of Traxys. The Amended and Restated Traxys Agreement is intended to cover the purchase and commercialization of 20,000 tpa of graphite concentrate to be sourced from Phase-2 of the Matawinie Mine.
Under the terms of the Amended and Restated Traxys Agreement, Traxys will purchase, market, distribute and resell to a defined list of clients the annual quantities of NMG Matawinie’s natural graphite products from Phase-2 of the Matawinie Mine during the ramp-up period and for a seven-year full-scale term commencing on January 1 of the calendar year following achievement of full-scale production. The annual full-scale quantities comprise (i) a take-or-pay obligation of 10,000 tpa of flake concentrate products, and (ii) a balance initially set at 5,000 tpa of flake concentrate and 5,000 tpa of graphite pellet products, subject to annual adjustments.
Pricing for take-or-pay volumes is based on the market price agreed between the parties and derived from a published market index for flake concentrate products, such index being subject to certain normalization adjustments, and further adjusted for product grade and quality under an agreed methodology. For balance volumes, Traxys will determine the resale pricing to clients subject to NMG Matawinie’s approval. Traxys is entitled to a marketing fee of 6% on sales to Traxys, subject to certain adjustments. Where the onward sale price exceeds market price agreed between the parties, the marketing fee will increase to 10% with the incremental portion applied against any losses previously incurred on sales below market price as agreed.
The Amended and Restated Traxys Agreement grants Traxys exclusive rights to market, distribute, and resell to a defined client list, subject to performance thresholds. Exclusivity for specific clients may be reduced or removed if certain sales continuity or allocation conditions are not met, and exclusivity for the entire client list may cease if annual sales during the full-scale term fall below a certain threshold for reasons not attributable to NMG Matawinie’s availability, price or quality, or force majeure.
The Amended and Restated Traxys Agreement includes customary representations, warranties, and obligations related to product quality and safety, export controls, branding under NMG Matawinie trademarks, confidentiality, termination for specified events of default or prolonged non-performance, and force majeure.
New Panasonic Offtake Agreement
On October 31, 2025 NMG Bécancour and Panasonic Energy entered into a new offtake agreement (the “New Panasonic Agreement”) for spherical purified graphite produced at the Bécancour Plant, with feedstock from the Matawinie Mine. The New Panasonic Agreement replaces the previously announced offtake agreement of February 14, 2024 between Panasonic Energy and NMG and will govern the sale and purchase of active anode material for Panasonic Energy’s battery manufacturing operations.
The New Panasonic Agreement has an initial seven-year term and is subject to certain conditions precedent, including: (i) completion of a review of the dates in the New Panasonic Agreement dependent on the FID for the Bécancour Plant, collaboratively between the parties; (ii) agreement on the floor price and competitive pricing provisions; (iii) execution and effectiveness of financing for the Bécancour Plant; (iv) execution and effectiveness of financing for Phase-2 of the Matawinie Mine; (v) receipt of applicable regulatory approvals; (vi) approval of the Matawinie Mine closure plan by Québec’s Ministère des Ressources naturelles et des forêts; (vii) achievement of defined construction, commissioning, and qualification milestones; and (viii) an equity investment in NMG at FID for the Bécancour Plant by Panasonic Energy’s parent company, Panasonic Holdings Co., Ltd. (“Panasonic”), of up to US$25,000,000.
Committed annual quantities ramp up to a steady-state of 13,000 tpa of spherical purified graphite after the second year (revised from a take-or-pay commitment of 18,000 tpa of spherical purified graphite under the previous offtake agreement). Panasonic Energy has a right of first refusal, up to defined limits, on additional volumes it may require above the committed quantities.
The sales price will be based on an agreed upon formula linked to future prevailing market prices as well as a pricing mechanism to satisfy project financing ratios and ensure stable procurement for Panasonic Energy. The New Panasonic Agreement is subject to conditions precedent which are standard for a project of this nature, including among others, the successful start of commercial production and final product qualification, and contains standard termination rights for an agreement of this nature.
An estimated 25,000 tpa of graphite concentrate from the Matawinie Mine will be required to produce this active anode material. NMG Bécancour’s active anode material continues to progress through Panasonic Energy’s qualification protocol to confirm its quality and performance.
Panasonic Energy has reiterated its intention to support NMG’s Phase-2 facilities, which may include an additional equity investment in the Corporation by Panasonic at the FID of Phase-2 of the Bécancour Plant or the Modified Bécancour Plant, in line with Panasonic’s initial investment in 2024. However, there can be no assurance that any such additional equity investment will be made.
Considering Panasonic Energy’s revised offtake commitment and the termination of the supply agreement dated February 14, 2024 with GM effective as of November 30, 2025, NMG is assessing the commercial and technical feasibility of an initial capacity for the Bécancour Plant of 13,000 tpa, with a view to efficiently fulfilling its committed volumes upon reaching either a combined FID for Phase-2 of the Matawinie Mine and Phase-2 Bécancour Plant or the Modified Bécancour Plant, or for a sequenced FID starting with Phase-2 of the Matawinie Mine and followed either by Phase-2 of the Bécancour Plant or the Modified Bécancour Plant. There is no assurance that the NMG will be able to secure additional commitments, or that NMG will be able to meet the conditions precedent in the New Panasonic Agreement.
Active Negotiations with EstablishedActive Anode Manufacturer
NMG is in active negotiations with an established active anode manufacturer to secure an offtake commitment up to 30,000 tpa of graphite concentrate for an initial six-year term, which would include a firm take-or-pay volume, from the Matawinie Mine to potentially support GM’s and other customer’s active anode material needs. NMG has and will continue to work towards a definitive agreement with the third-party manufacturer, which may entail an equity investment by the manufacturer. However, there can be no assurance that these negotiations will result in an agreement between the parties on these proposed terms with the manufacturer.
GM Negotiations, Planned Terminationof GM Agreements and Memorandum of Understanding
On October 30, 2025, GM and NMG have agreed to terminate their previously announced supply agreement and subscription agreement, each dated February 14, 2024, such terminations to be effective November 30, 2025. As a result of the terminations, GM will not proceed with the second tranche equity investment in NMG that was provided for in the subscription agreement.
Concurrently, NMG and GM entered into a non-binding memorandum of understanding (“MOU”) to explore a potential supply arrangement whereby GM could purchase active anode material from an established third-party active anode manufacturer utilizing the Matawinie Mine’s graphite concentrate as feedstock. There can be no assurance that NMG will be able to conclude the definitive agreement with the Manufacturer nor that GM and Manufacturer will reach a definitive agreement.
As a potential inducement to concluding such third-party supply arrangements, the MOU contemplates the potential transfer of the 12,500,000 warrants previously issued by NMG to GM in 2024 to the third-party supplier. The MOU also contemplates an amendment to the expiry dates of such 12,500,000 warrants and NMG has agreed to use its commercially reasonable efforts to seek all necessary regulatory approvals to amend such expiry date of the warrants so that they do not expire upon termination of GM’s subscription agreement but will remain outstanding until the end of the five-year term from the original issuance date.
Collectively, the commercial arrangements described above potentially cover almost 100% of the future flake graphite volumes of Phase-2 of the Matawinie Mine, which includes the feedstock volume to service the 13,000 tpa volume of active anode material for the New Panasonic Agreement, and will position NMG to advance its project financing discussions with strategic investors and targeted lenders, either for a combined FID encompassing Phase-2 of the Matawinie Mine and Phase-2 of the Bécancour Plant or the Modified Bécancour Plant, or for a sequenced FID starting with Phase-2 of the Matawinie Mine and followed by either Phase-2 of the Bécancour Plant or the Modified Bécancour Plant. NMG is assessing the commercial and technical feasibility of the Modified Bécancour Plant based on the terms of the revised offtake agreement with Panasonic Energy.
5.2 Disclosurefor Restructuring Transactions
N/A
| Item 6 | Reliance on subsection 7.1(2) of National Instrument 51-102 |
|---|
This report is not being filed on a confidential basis.
| Item 7 | Omitted Information |
|---|
N/A
| Item 8 | Executive Officer |
|---|
For all additional information, please contact:
Ms. Josée Gagnon
Vice President – Legal Affairs and Corporate Secretary
Telephone: (450) 757-8905 #405
| Item 9 | Date of Report |
|---|
November 10, 2025
Disclaimer for Forward-Looking Information
This report contains “forward-looking information” or “forward-looking statements” within the meaning of applicable securities laws and other statements that are not historical facts. Forward-looking statements are included to provide information about management’s current expectations and plans that allows investors and others to have a better understanding of the Company's business plans and financial performance and condition. All statements included in this report regarding the Company’s strategy, future operations, financial position, prospects, plans and objectives of management are forward-looking statements that involve risks and uncertainties. Forward-looking statements are typically identified by words such as “plan”, “expect”, “estimate”, “anticipate”, “believe”, “may”, “could”, “would”, “achieve”, “explore”, “develop”, “establish” or “will”. In particular and without limitation, this report contains forward-looking statements pertaining to the entering into definitive agreements with the GoC, Traxys, an allied country and an established active anode manufacturer, the satisfaction of the conditions precedent in the Panasonic Agreement, and the potential for GM to collaborate on certain shared strategic objectives identified in the MOU.
Forward-looking information is based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such information or statements. There can be no assurance that such information or statements will prove to be accurate. Key assumptions upon which the Company’s forward-looking information is based include the ability of the Company to enter into definitive agreements with the GoC, Traxys, an allied countries and an established active anode manufacturer, the ability of the Company to satisfy the conditions precedent in the Panasonic Agreement, and the collaboration of GM on certain shared strategic objectives identified in the MOU, and the ability of the Company to achieve either the combined or sequential FID for Phase-2 of the Matawinie Mine and Phase-2 of the Bécancour Plant or the Modified Bécancour Plant. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions considered by the Company.
Forward-looking statements are also subject to risks and uncertainties facing the Company’s business, any of which could have a material adverse effect on the Company’s business, financial condition, results of operations and growth prospects. Some of the risks and the uncertainties that could cause the Company’s actual results to differ materially from those expressed in the forward-looking statements include, among others, the ability of the Company to enter into definitive agreements with the GoC, Traxys, allied countries and an established active anode manufacturer, the ability of the Company to satisfy the conditions precedent in the Panasonic Agreement, and the collaboration of GM on certain shared strategic objectives identified in the MOU, the ability of the Company to achieve either the combined or sequential FID for Phase-2 of the Matawinie Mine and Phase-2 of the Bécancour Plant or the Modified Bécancour Plant, the development of Phase-2 of the Matawinie Mine and Phase-2 of the Bécancour Plant or the Modified Bécancour Plant, and the ability of the Company to satisfy its contractual obligations. In addition, readers are directed to carefully review the detailed risk discussion in the Company’s most recent Annual Information Form filed on SEDAR+, which discussion is incorporated by reference in this report, for a fuller understanding of the risks and uncertainties that affect the Company’s business and operations.
Although the Company believes its expectations are based upon reasonable assumptions and has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be factors unknown to the Company that could cause events or results to differ from management’s expectations. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. If any of these risks or uncertainties materialize, actual results may vary materially from those anticipated in the forward-looking statements referenced herein. Due to the risks, uncertainties and assumptions inherent in forward-looking statements, readers should not place undue reliance on forward-looking statements.
Forward-looking statements referenced herein are presented for the purpose of assisting investors in understanding the Company’s business plans, financial performance and condition and may not be appropriate for other purposes. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law. The Company qualifies all of the forward-looking statements in this report by reference to these cautionary statements.
Exhibit 99.4
PRESS RELEASE
For immediate release
NMG Providesa Quarterly Update on the Advancement of its Phase-2 North American Graphite Production
| + | Multi-year offtake agreements<br>and term sheet arrangements, including take-or-pay provisions, with tier-1 commercial partners to supply and market NMG’s Phase-2<br>future production to strategic industries in North America, Europe and allied countries, providing market diversification and reducing<br>project risks. |
|---|---|
| + | Matawinie Mine project financing<br>process progressing well with due diligence exercises nearing completion and long-form term sheet negotiations ongoing ahead of respective<br>lenders’ credit committees. |
| --- | --- |
| + | Progress on Phase-2 Matawinie<br>Mine procurement through finalization of supply agreements for equipment packages, negotiation of contracts with key suppliers, and the<br>launch of tenders for the construction phase. |
| --- | --- |
| + | Segregated and updated Feasibility<br>Study results covering the Phase-2 Matawinie Mine in light of NMG’s new commercial plans potentially covering almost 100% of the<br>future production. |
| --- | --- |
| + | Advancement in engineering, technological<br>development, and project optimizations for an initial capacity of the Phase-2 Bécancour Battery Material Plant. |
| --- | --- |
| + | Recruitment of Arnaud Quatannens<br>as Senior Director of Engineering, Battery Materials Plant to support the technical development of NMG’s processing activities. |
| --- | --- |
| + | Twelve-month rolling total recordable<br>injury frequency rate (“TRIFR”) of 3.77 at the Company’s facilities (severity rate at 1.88) and 0 for contractors onsite;<br>and no major environmental incidents. |
| --- | --- |
| + | Period-end cash position of $61.7<br>million. |
| --- | --- |
MONTRÉAL,CANADA, November 12, 2025 – Nouveau Monde Graphite Inc. (“NMG” or the “Company”) (NYSE: NMG, TSX: NOU) provides an update on its project development, commercialization and financing advancements in view of reaching a final investment decision (“FID”) for its natural graphite production destined to North American, European and G7-allied markets. With potentially 100% of the future Phase-2 Matawinie Mine flake graphite production reserved, the Company is progressing its project development through engineering, procurement, and financing activities.
Eric Desaulniers, Founder, President, and CEO of NMG, stated: “Thanks to our commercial partnerships we are tapping into industrial know-how,developed supply chain footprints, and strong diplomatic ties to broaden market access for the flake graphite from our Matawinie Mine.Our team is now actively engaged with lenders, strategic investors, and customers to line up financing efforts and term negotiationsin view of FID.”
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Renewed CommercialStrategy
Through recently announced offtake agreements and term sheet arrangements, NMG has expanded its commercial approach to serve growth industries in the Western World, including the energy, defense, technology, and manufacturing sectors. This multimarket diversification provides NMG with the opportunity to maximize high-margin products in the Company’s portfolio and establish itself within North American, European and allied countries’ strategic supply chains.
NMG and Panasonic Energy Co., Ltd. (“Panasonic Energy”), a wholly owned subsidiary of Panasonic Holdings Corporation (“Panasonic”) (TYO: 6752) have revised their commercial agreement (the “2025 Panasonic Energy Binding Offtake Agreement”) with the objective of advancing the production of 13,000 tonnes per annum (“tpa”) of active anode material via NMG’s Phase-2 integrated value chain. Approximately 25,000 tpa of graphite concentrate is being reserved from the future Phase-2 Matawinie Mine production to execute this Panasonic Energy volume. The 2025 Panasonic Energy Binding Offtake Agreement contains conditions precedent and qualification requirements of the product and the commercial operations.
NMG has signed a binding term sheet with the Government of Canada for a seven-year offtake of 30,000 tpa of graphite concentrate reserved for Canada and allied countries and entities for strategic applications and commercialization in domestic markets. Through this commitment, the Government of Canada is set to secure 15,000 tpa of graphite concentrate on a take-or-pay basis at a fixed North American market price and reserves 15,000 tpa for allied countries or entities, for NMG to formalize via offtake agreement(s) on similar terms. The term sheet offtake framework is conditional upon the Government of Canada receiving necessary approvals and completing its appropriation process, the parties executing definitive agreements including entering into at least one additional commitment from an allied countries or entities on substantially the same terms as the term sheet to purchase the reserved 15,000 tpa. A marketing term sheet in relation to the Government of Canada’s committed volume allows NMG to market their volume and includes a 50-50 profit split above the agreed upon fixed price net of any losses that the Government of Canada may have incurred and any marketing fees paid to NMG.
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TheHonourable Tim Hodgson, Canada’s Minister of Energy and Natural Resources, and Eric Desaulniers, NMG’s Founder, President,and CEO, executed binding supply and marketing term sheets establishing a multiyear framework for an aggregate of 30,000 tpa of graphiteconcentrate from the Phase-2 Matawinie Mine, including a 15,000 tpa take-or-pay commitment by the Government of Canada, with the balanceto be secured from allied countries and entities.
NMG and Traxys North America LLC (“Traxys”) have updated their commercial and marketing agreement (“2025 Traxys Binding Offtake and Marketing Agreement”) to secure up to 20,000 tpa of graphite concentrate offtake from the Phase-2 Matawinie Mine for the refractory market in North America and Europe, which is subject to Traxys’ Board approval. With an initial seven-year term, the agreement includes sales pricing based on market indices with 10,000 tpa of firm take-or-pay volume.
NMG is in active negotiations with an established anode manufacturer (the “Manufacturer”) to secure up to 30,000 tpa of graphite concentrate from the Phase-2 Matawinie Mine over an initial six-year period. The take-or-pay portion of this volume, expected to represent approximately 15,000 tpa with sales pricing based on market indices with a floor price, is intended to serve as feedstock for active anode material production to potentially support General Motors Holdings LLC (“GM”), a wholly owned subsidiary of General Motors Co. (NYSE: GM), and other customers.
There can be no assurance that NMG will be able to conclude the definitive agreements with the Government of Canada and/or allied countries and entities, and/or with the Manufacturer, that the Manufacturer and GM will be able to conclude a definitive agreement, or that NMG will be able to meet the conditions precedent of the 2025 Panasonic Energy Binding Offtake Agreement, the definitive agreements once executed or the conditions precedent of any or all of the offtake and marketing agreements mentioned above.
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Project Developmentand Path to FID
NMG continues to advance its Phase-2 Matawinie Mine and Phase-2 Bécancour Battery Material Plant via samples production and process optimization at its Phase-1 and third-party facilities, engineering, and construction preparation.
During the period, NMG completed the construction of key environmental infrastructure at the demonstration mining site and initiated new ore extraction campaigns to produce additional flake concentrate volumes at the Phase-1 Demonstration Plant. These volumes will enable supplementary product sampling and qualification for battery and strategic market segments.
Procurement progresses for the Phase-2 Matawinie Mine through technical reviews and finalization of supply agreements for important equipment packages, alongside the negotiation of contracts with key suppliers, and the launch of civil, concrete, and steel tenders for the construction phase.
In parallel, NMG is assessing the commercial and technical feasibility of an initial capacity in the Phase-2 Bécancour Battery Material Plant, with a view to efficiently fulfilling its committed volumes for Panasonic Energy.
The project financing process has significantly advanced in recent months. The due diligence processes are well advanced, supported by specialized advisory firms, which are proceeding concurrently to assess the corporate, technical, market, and ESG components of NMG’s planned Phase-2 operations and to guide financial stakeholders’ risk assessment. The due diligence outcomes will feed into the structuring of legal documentation and a project debt package ahead of investment committee reviews. This workstream will be finalized upon having signed definitive agreements with offtakers. Negotiations on a long-form term sheet are ongoing ahead of the lenders’ respective investment committees to seek credit approval in the coming months. In light of its renewed commercial strategy, NMG intends to confirm the support of its strategic investors and targeted lenders toward the project financing, either for a combined FID encompassing the Phase-2 Matawinie Mine and the Phase-2 Bécancour Battery Material Plant, or for a sequenced FID starting with the Phase-2 Matawinie Mine followed by the Phase-2 Bécancour Battery Material Plant.
Matawinie MineFeasibility Study Results
Considering the contemplated potential sequenced FID, NMG tasked BBA Inc. and various specialized consultants with the preparation of a segregated and updated feasibility study for the Phase-2 Matawinie Mine (“NI 43-101 Technical Report: 2025 Feasibility Study for the Matawinie Graphite Mine”) in accordance with National Instrument 43-101 (“NI 43-101”).
With a project globally unchanged, the NI 43-101 Technical Report: 2025 Feasibility Study for the Matawinie Graphite Mine refined some financial parameters to reflect the commercial agreements and latest CAPEX projections in line with ongoing procurement activities. Results continue to demonstrate technical and economic viability of the Phase-2 Matawinie Mine.
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Table 1: Operationaland Economic Highlights of the Matawinie Mine
| Parameters | ||
|---|---|---|
| OPERATIONAL | Life of Mine (“LOM”) | 25 years |
| Nominal annual processing rate | 2.56 M tonnes | |
| Stripping ratio (LOM) | 1.16:1 | |
| Average grade (LOM) | 4.23% Graphitic Carbon (“C(g)”) | |
| Average mill recovery | 93% | |
| Nominal annual graphite concentrate production | 105,882 tonnes | |
| Finished product purity | 97.5%C(t) | |
| ECONOMIC | CAPEX | US$421M |
| Annual OPEX | US$44M | |
| OPEX cost per tonne of graphite concentrate | US$419/tonne | |
| Pre-tax NPV (8% discount rate) | US$379M | |
| After-tax NPV (8% discount rate) | US$238M | |
| Pre-tax IRR | 17.3% | |
| After-tax IRR | 15.8% | |
| Pre-tax payback | 5.7 years | |
| After-tax payback | 5.3 years |
Costs reflect steady-state production, exclude the initial ramp-up period, and are based on normalized operations.
The after-tax IRR includes favorable impact of eligible tax credits, such as the Canadian Clean Technology Manufacturing Investment Tax Credit tax measures, provincial tax holidays for large investment projects and other available incentives.
Table 2: CurrentPit-Constrained Mineral Resource Estimate for the West Zone
| Current Resources (November 12, 2025)^5, 6, 7^ | ||||
|---|---|---|---|---|
| Mineral Resources Category^1, 2^ | Tonnage (Mt) | C(g) Grade (%)^3^ | Contained Graphite (Mt) | |
| Measured | 28.5 | 4.28 | 1.22 | |
| Indicated | 101.8 | 4.26 | 4.33 | |
| Measured + Indicated | 130.3 | 4.26 | 5.55 | |
| Inferred^4^ | 23.0 | 4.28 | 0.98 | |
| 1 | The<br> Mineral Resources provided in this table were estimated by Yann Camus P.Eng., Qualified Person<br> of SGS Geological Services, using current Canadian Institute of Mining, Metallurgy and Petroleum<br> (“CIM”) Standards on Mineral Resources and Reserves, Definitions and Guidelines. | |||
| --- | --- | |||
| 2 | Mineral<br> Resources that are not Mineral Reserves have not demonstrated economic viability. Additional<br> trenching and/or drilling will be required to convert Inferred and Indicated Mineral Resources<br> to Measured Mineral Resources. There is no certainty that any part of a Mineral Resource<br> will ever be converted into Reserves. | |||
| 3 | All<br> analyses used for the Resource Estimates were performed by ALS Minerals Laboratories and<br> delivered as % C(g), internal analytical code C-IR18. | |||
| 4 | Inferred<br> Mineral Resources represent material that is considered too speculative to be included in<br> economic evaluations. Additional trenching and/or drilling will be required to convert Inferred<br> Mineral Resources to Indicated or Measured Mineral Resources. It cannot be assumed that all<br> or any part of the Inferred Resources will ever be upgraded to a higher Resource category. | |||
| 5 | Current<br> Resources effective November 12, 2025. | |||
| 6 | Mineral<br> Resources are stated at a cut-off grade of 1.78% C(g). | |||
| 7 | Quality<br> control standards used for these Mineral Resources returned within acceptable limits, no<br> significant bias was found. |
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Table 3: MineralReserve Estimate for the West Zone
| Category | Tonnage<br> (Mt) | C(g) Grade<br> (%) | Contained Graphite (Mt) | |||
|---|---|---|---|---|---|---|
| Proven | 17.3 | 4.16 | 0.7 | |||
| Probable | 44.3 | 4.26 | 1.9 | |||
| Proven & Probable | 61.7 | 4.23 | 2.6 | |||
| 1 | The<br> Qualified Person for the Mineral Reserve Estimate is Jeffrey Cassoff, P.Eng., of BBA<br> Inc. | |||||
| --- | --- | |||||
| 2 | The<br> effective date of the estimate is November 12, 2025. | |||||
| 3 | Mineral<br> Reserves were estimated using a graphite concentrate selling price of US$1,334/t, and consider<br> a 2% royalty, and selling costs of US$34.23/t. An average grade of 97% C(t) was considered<br> for the graphite concentrate. | |||||
| 4 | A<br> metallurgical recovery of 93% was used. | |||||
| 5 | A<br> cut-off grade of 2.20% C(g) was used. | |||||
| 6 | The<br> strip ratio for the open pit is 1.16 to 1. | |||||
| 7 | The<br> Mineral Reserves are inclusive of mining dilution and ore loss. | |||||
| 8 | The<br> reference point for the Mineral Reserves is the primary crusher. | |||||
| 9 | Totals<br> may not add due to rounding. |
There is no certainty that the economic forecasts on which the NI 43-101 Technical Report: 2025 Feasibility Study for the Matawinie Graphite Mine is based will be realized. There are a number of risks and uncertainties identifiable to any new project and usually cover the mineralization, process, financial, environment and permitting aspects. Following an analysis of the major risks to the project, a P50 management risk reserve of $21M is recommended. This reserve is not included in the capital cost estimate but is within the range of the financial sensitivity analysis of the capital cost. The top risks are 1) construction productivity differing from baseline estimate; 2) longer-than-expected specialized equipment delivery times; and 3) contractor bids differing from the budget.
A sensitivity analysis reveals that the viability of the Phase-2 Matawinie Mine will not be significantly vulnerable to variations in capital and operating costs within the margins of error associated with the NI 43-101 Technical Report: 2025 Feasibility Study for the Matawinie Graphite Mine estimates. However, the viability of the Phase-2 Matawinie Mine remains more vulnerable to the USD/CAD exchange rate and the larger uncertainty in future market prices.
The 43-101 Technical Report: 2025 Feasibility Study for the Matawinie Graphite Mine will be filed on SEDAR+ at www.sedarplus.ca, EDGAR at www.sec.gov and on the Company's website at www.NMG.com within 45 days of this press release. Readers are encouraged to read the Study in its entirety, including all qualifications, assumptions and exclusions that relate to the details summarized in this press release. The Study is intended to be read as a whole, and sections should not be read or relied upon out of context.
Market Perspectives
FOB China prices for natural graphite and active anode materials have slightly lowered (Benchmark Mineral Intelligence, October 2025) during the period due to weak demand from refractory and battery sectors having sufficient inventory for current production. Preliminary duties imposed by the U.S. Department of Commerce on Chinese graphite imports have added meaningful extra costs for battery manufacturers, reinforcing the push for a North American supply chain decoupling.
The EV market segment reached a record monthly high at the end of the period, with 2.1 million units sold worldwide in September 2025 (RhoMotion, October 2025). Global year-to-date growth accounts for +26%, with the U.S. sitting at +18%, China at +24%, and Europe rising to +32% while emerging economies such as Vietnam, Thailand and Brazil see very rapid growth (BloombergNEF, August 2025). The looming end of EV incentives and competitive model offerings continue to stimulate sales despite some policy changes. Analysts forecast that one in four new passenger cars sold globally in 2025 will be electric, while internal combustion engine sales are declining rapidly (BloombergNEF, August 2025).
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Global energy storage installations are poised to reach another record high in 2025 – rising 23% year over year – with China and the United States leading growth despite recent policy and trade challenges (BloombergNEF, October 2025). Strong expansion is also expected in Germany, the UK, Australia, Canada, Saudi Arabia, and across Sub-Saharan Africa, supported by favorable policies, utility procurement, and evolving power market dynamics. Overall, global annual storage deployments are projected to rise, setting a new all-time high.
The global pipeline of battery production continues its gradual scale up with over 9,500 GWh planned by 2030 (Benchmark, October 2025).
With current trade and geopolitical dynamics, jurisdictions are seeking to secure access to critical minerals and refining capacities (International Energy Agency, September 2025).
| » | G7<br> member countries adopted a Critical Minerals Action Plan aimed at strengthening and diversifying<br> global supply chains for critical minerals, promoting transparent, rule-based markets, attracting<br> new investment, and lessening non-competitive practices. Via its agreement with NMG, the<br> Government of Canada intends to secure graphite for its domestic markets and stockpiling<br> objectives, plus support allied nations and entities in building resilient and reliable supply<br> chains. |
|---|---|
| » | Canada<br> and Germany signed a joint declaration to deepen cooperation in critical mineral supply chains<br> with commitments to investments. |
| --- | --- |
| » | The<br> U.S. agreed to framework agreements with Australia, Japan, Thailand and Malaysia for securing<br> supply in the mining and processing of critical minerals. |
| --- | --- |
| » | Canada<br> is deploying a $5 billion “Buy Canada” initiative to invest in resilient supply<br> chains and position the country as a trusted global partner in advanced manufacturing and<br> critical resources. |
| --- | --- |
| » | The<br> 2025 federal budget provides for $2 billion over five years to create the Critical Minerals<br> Sovereign Fund, plus resources for the Major Projects Office to fast-track critical minerals<br> extraction; envelopes targeting the development of innovative critical minerals processing<br> technologies; and $25 billion by 2030 to expand Canada’s exports and trade development<br> activities in sectors of strategic importance for Canada, including in critical minerals,<br> energy, clean technology, infrastructure, and defense. |
| --- | --- |
| » | China<br> has announced, then temporarily paused new restrictions on the export of batteries, cathode<br> and anode materials, rare earths and specialized equipment, raising instability and unreliability<br> in the supply chain. |
| --- | --- |
Corporate
The Company recruited Arnaud Quatannens to the position of Senior Director of Engineering, Battery Materials Plant. With over 20 years of international experience across the aluminum, aerospace, and battery industries, Mr. Quatannens has led complex engineering to large-scale operations. He joins NMG with a deep understanding of customer needs and market expectations in the battery sector to help scale industrial processes and bring the Phase-2 Bécancour Battery Material Plant to commercial operations.
For the twelve-month rolling period ended September 30, 2025, NMG reported a total recordable injury frequency rate of 3.77 and severity rate of 1.88 at the Company’s facilities, and 0 at contractors’ worksites. There were no environmental incidents during this period.
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At the end of the period, the Company had a cash position of $61.7 million.
Scientific and technical information presented in this press release was reviewed and approved by Jean L’Heureux, P.Eng. (BBA), Yann Camus, P.Eng. (SGS Geological Services) and Jeffrey Cassoff, P.Eng. (BBA), Qualified Persons as defined under NI 43-101.
About NouveauMonde Graphite
Nouveau Monde Graphite is an integrated company developing responsible mining and advanced processing operations to supply the global economy with carbon-neutral advanced graphite materials. The Company is developing in Québec, Canada, a fully integrated ore-to-processed-graphite value chain to serve tomorrow’s industries in energy, defense, technology, and manufacturing. With recognized ESG standards and structuring partnerships with major customers, NMG is set to become a strategic supplier of advanced materials to leading specialized manufacturers while promoting sustainability, innovation, and supply chain traceability. www.NMG.com
| Contact<br><br> <br>MEDIA | INVESTORS |
|---|---|
| Julie<br> Paquet<br><br> <br>VP Communications & ESG<br> Strategy<br><br> <br>+1-450-757-8905 #140<br><br> <br>[email protected] | Marc<br> Jasmin<br><br> <br>Director, Investor Relations<br><br> <br>+1-450-757-8905 #993<br><br> <br>[email protected] |
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CautionaryNote Regarding Forward-Looking Information
This press releasecontains “forward-looking information” and “forward-looking statements” within the meaning of applicable securitieslegislation (collectively, “forward-looking statements”), including, but not limited to, statements relating to future eventsor future financial or operating performance of the Company and reflect management’s expectations and assumptions regarding theCompany’s growth, results, performance and business prospects and opportunities. Such forward-looking statements reflect management’scurrent beliefs and are based on information currently available to it. These forward-looking statements include, but are not limitedto, the Company’s ability to conclude definitive agreements with the Government of Canada, allied countries or other entities,the Manufacturer, and other offtakers, Traxys’ ability to obtain the approval of the 2025 Traxys Binding Offtake and MarketingAgreement, the ability to secure its project financing and to secure a positive combined or sequenced FID for the Phase-2 Matawinie Mineand or the Phase-2 Bécancour Battery Material Plant (including the initial capacity for the Phase-2 Bécancour Battery MaterialPlant to aligned with committed volumes), the commercial and technical feasibility of an initial reduction in the Phase-2 BécancourBattery Material Plant production capacity, the ability of the Corporation to meet the conditions precedent of the definitive agreementsonce executed with the Government of Canada, the Manufacturer, and other offtakers by the dates to be specified in those agreement orthe conditions precedent of the 2025 Panasonic Energy Binding Offtake Agreement by the dates specified in the agreements, the conclusionof a binding agreement between GM and the Manufacturer and the commercialization of the remainder of the volume by NMG and the Manufacturerto a list of lithium-ion battery customers, the ability to complete the long-form term sheet and the results of the negotiations withthe Company’s lender, the development a fully integrated ore-to-battery-material source of graphite-based active anode materialin the Province of Québec, including the possibility of sequencing the financing in stages, the ability to explore and securevarious financing and commercial scenarios to lessen risk exposure and facilitate its market entry, the completion of the Phase-2 MatawinieMine and Bécancour Battery Material Plant, the results of the NI 43-101 Technical Report: 2025 Feasibility Study for theMatawinie Graphite Mine and any other feasibility study and preliminary economic assessments and any information as to future plans andoutlook for the Corporation are or involve forward looking-statements, and the expected results of the initiatives described in thispress release, and those statements which are discussed under the “About Nouveau Monde” paragraph and elsewherein the press release which essentially describe the Company’s outlook and objectives.
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Forward-lookingstatements are based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the time of suchstatements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimatesand assumptions are not guarantees of future performance and may prove to be incorrect. Moreover, these forward-looking statements arebased upon various underlying factors and assumptions, including the business relationship between the Company and its stakeholders, theability to obtain sufficient financing for the development of the Matawinie Mine and the Bécancour Battery Material Plant, theCompany’s ability to satisfy the due diligence processes of the stakeholders, and are not guarantees of future performance.
Forward-lookingstatements are subject to known or unknown risks and uncertainties that may cause actual results to differ materially from those anticipatedor implied in the forward-looking statements. Risk factors that could cause actual results or events to differ materially from currentexpectations include, among others, availability financing or financing on favorable terms for the Company, delays in finalizing thedefinitive agreements, delays in reaching FID, and general economic conditions, as well as earnings, capital expenditure, cash flow andcapital structure risks and general business risks. A further description of risks and uncertainties can be found in NMG’s AnnualInformation Form dated March 31, 2025, including in the section thereof captioned “Risk Factors”, which is availableon SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Unpredictable or unknown factors not discussed in this CautionaryNote could also have material adverse effects on forward-looking statements.
Many of theseuncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressedor implied in any forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, asactual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are providedfor the purpose of providing information about management’s expectations and plans relating to the future. The Company disclaimsany intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequentactual events and such forward-looking statements, except to the extent required by applicable law.
Further informationregarding the Company is available in the SEDAR+ database (www.sedarplus.ca), and for United States readers on EDGAR (www.sec.gov),and on the Company’s website at: www.NMG.com.
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