Settlement of accrued interest
Upon approval by the Toronto Stock Exchange and the New York Stock Exchange (the “Exchanges”), accrued interest due to Investissement Québec (“Holder”) for the fourth quarter of 2025 under the unsecured convertible bond, as amended and restated on October 27, 2025 (the “Bond”) issued in connection with the private placement announced in the press release dated November 8, 2022, will be deemed paid.
131,659 shares of common stock at a price of US$2.44 (each a “Common Share”) will be issued, representing an aggregate amount of US$321,248, and share certificates will be delivered to the Holder upon maturity, conversion or redemption of the Note, in payment of accrued interest due on December 31, 2025, for the fourth quarter of the year. The issuance of ordinary shares is subject to the approval of the stock exchanges and will be subject to a holding period of four (4) months and one day upon issuance.
The payment of interest in the form of common shares of the Company is made in favor of Investissement Québec, holder of more than 10% of the Company’s securities, which constitutes a “related party transaction” within the meaning of Regulation 61-101 on measures to protect minority holders in 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, can be invoked since 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 any 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 advanced graphite materials. The company is developing a fully integrated value chain from ore to processed graphite in Québec, Canada, to serve tomorrow’s energy, defense, technology and manufacturing industries. With recognized ESG standards and structuring partnerships with major customers, NMG will become a strategic supplier of advanced materials to leading specialty manufacturers while promoting sustainability, innovation and supply chain traceability. www.NMG.com
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Carefully Remark Regarding Future-oriented Information
All statements, other than statements of historical fact, contained in this press release, including but not limited to statements describing the potential conversion of the Notes, the issuance of the Common Shares and the statements discussed under the section “About Nouveau Monde Graphite” and elsewhere in the press release, which substantially describe the Company’s prospects and objectives, constitute “forward-looking information” or “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the Canadian and U.S. securities laws, and are based on expectations, estimates and projections at the time of this press release. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable by the Company at the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect. Furthermore, these forward-looking statements were based on various underlying factors and assumptions, including current technological trends, the business relationship between the Company and its stakeholders, the ability to operate in a safe and effective manner, the timely delivery and installation of the equipment supporting production, the Company’s business prospects and opportunities and estimates of the operating performance of the equipment, and are not guarantees of future performance.
Forward-looking statements are subject to known or unknown risks and uncertainties that may cause actual results to differ materially from those anticipated or implied in the forward-looking statements. Risk factors that could cause actual results or events to differ materially from current expectations include delays in the planned delivery times of the equipment, the ability of the Company to successfully implement its strategic initiatives and whether such strategic initiatives will deliver the expected benefits, the availability of financing or financing on favorable terms to the Company, the dependence on commodity prices, the impact of inflation on costs, the risks of obtaining necessary permits, the operating performance of the Company’s assets and activities, competitive factors in the graphite mining and production industry, changes in laws and regulations affecting the Company’s operations, the risk of political and social acceptability, the risk of environmental regulations, currency and exchange rate risk, technological developments, the impact of the global COVID-19 pandemic and governments’ responses thereto, and general economic conditions, as well as earnings, capital expenditure, cash flow and capital structure risks and general business risks. A further description of risks and uncertainties can be found in NMG’s Annual Information Form dated March 30, 2025, including in the section thereof entitled “Risk Factors”, which is available on SEDAR+ at www.sedarplus.ca and on EDGAR op www.sec.gov. Unpredictable or unknown factors not discussed in this cautionary statement could also have material adverse effects on forward-looking statements.
Many of these uncertainties and contingencies could directly or indirectly affect actual results and cause them to differ materially from those expressed or implied in any forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans regarding the future. The Company disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except as required by applicable law.
Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this press release.
More information about the company is available in the SEDAR+ database (www.sedarplus.ca) and for readers in the United States on EDGAR (www.sec.gov ), and on the Company’s website at: www.NMG.com
View the source version on businesswire.com: https://www.businesswire.com/news/home/20260102684062/en/
MEDIA
Julie Paquet
VP Communications & ESG Strategy
+1-450-757-8905 #140
jpaquet@nmg.com
INVESTORS
Marc Jasmin
Director, Investor Relations
+1-450-757-8905 #993
mjasmin@nmg.com
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