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NMG Announces Closing of US$96.5 Million Equity Public Offering

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NMG Announces Closing of US$96.5 Million Equity Public Offering

As part of the financing package for the phased development of the commercial operations of its Matawinie Mine, Nouveau Monde Graphite Inc. (NYSE: NMG) (TSX: NOU) closed today its previously announced bought deal public offering of 52,440,000 subscription receipts, which includes the exercise in full of the over-allotment option, at a price of US$1.84 per Subscription Receipt, for gross proceeds to the Company of approximately US$96.5 million.

The Subscription Receipts will begin trading today on the Toronto Stock Exchange under the symbol “NOU.R.U”.

Each Subscription Receipt represents the right to receive, for no additional consideration and without further action, one Common Share upon satisfaction of certain release conditions, including the completion of the previously announced concurrent private placement of approximately US$213 million which is conditional upon, among other things, receipt of the shareholder approvals for the Private Placement. The gross proceeds from the Offering (less 50% of the Underwriters’ Fee (as defined below)) has been deposited and will be held in escrow pending the satisfaction of the Release Conditions. The Private Placement is expected to close on or about May 15, 2026, and will occur immediately prior to the issuance of the Common Shares underlying the Subscription Receipts issued in the Offering.

The Offering was conducted on a bought deal basis through a syndicate of underwriters led by BMO Capital Markets and National Bank Capital Markets. In consideration for the services rendered by the Underwriters, the Company has agreed to pay the Underwriters a cash fee equal to 5% of the gross proceeds of the Offering.

Together with the previously announced senior project debt facilities of US$335 million commitment and on the basis of accessing the Facilities committed, the net proceeds from the equity financing, once available to the Company, are expected to fully fund the Phase‑2 Matawinie Mine and position NMG to advance toward final investment decision and construction. The Company intends to use the net proceeds from the Offering and the Private Placement, and the funds available under the Facilities for funding the design, engineering and construction of the Phase-2 Matawinie Mine, and for general and administrative expenses and general working capital of the Company.

If (i) the Release Conditions are not satisfied prior to 5:00 p.m. (Montréal time) on July 31, 2026; (ii) a “termination event” occurs, as such term is defined in the subscription receipt agreement to be entered into between NMG and the subscription receipt agent, or (iii) the Company has advised the Bookrunners and the subscription receipt agent or announced to the public that it does not intend to proceed with obtaining the shareholder approvals or completing the Private Placement, holders of Subscription Receipts will receive the full purchase price of the Subscription Receipt, together with their pro rata portion of income (including interest) generated thereon, calculated from the date of the closing of the Offering and up to but excluding the Termination Date (less any applicable withholding taxes). Fifty percent (50%) of the Underwriters’ Fee has been paid and remitted to the Underwriters, and the remaining fifty percent (50%) will be paid upon, and subject to, the satisfaction of the Release Conditions.

In connection with the Offering, the Company has filed a prospectus supplement (a preliminary supplement followed by a final supplement) which has been filed in all provinces of Canada (excluding the territories) to the short form base shelf prospectus of the Company dated December 5, 2025 and the Company’s United States registration statement on Form F-10, as amended (File No. 333-291778) filed with the United States Securities and Exchange Commission under the United States Securities Act of 1933, as amended, pursuant to the multijurisdictional disclosure system. The final Prospectus Supplements filed in Canada (together with the related Base Shelf Prospectus) are available on SEDAR+ at www.sedarplus.ca. The final Prospectus Supplements filed in the United States (together with the Base Shelf Prospectus) are available on the SEC’s website EDGAR at www.sec.gov. Copies of the Prospectus Supplements, the corresponding Base Shelf Prospectus and any amendment to the documents may be obtained, without charge, from the Company, or in Canada from BMO Capital Markets, Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 by telephone at 905-791-3151 Ext 4312 or by email at torbramwarehouse@datagroup.ca, and in the United States by contacting BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036, or by telephone at (800) 414-3627 or by email at bmoprospectus@bmo.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction. The securities being offered and the contents of this press release have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the Prospectus Supplement, the Base Shelf Prospectus or the Registration Statement.

 

About Nouveau Monde Graphite

Nouveau Monde Graphite is an integrated company developing responsible mining and advanced processing operations to supply the global economy with carbon-neutral advanced graphite materials. The Company is developing in Québec, Canada, a fully integrated ore-to-processed-graphite value chain to serve tomorrow’s industries in energy, advanced 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

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Posted April 16, 2026

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