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6-K 1 tm2614605d1_6k.htm FORM 6-K

 

 

 

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 May 2026
Commission File Number: 001-40416

 

Nouveau Monde Graphite Inc.
(Translation of registrant’s name into English)

 

481 rue Brassard
Saint-Michel-des-Saints, Quebec
Canada J0K 3B0

 

(Address of principal executive office)

 

Indicate by check mark 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 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.

 

 

 

 


 

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

 

99.1 Report of Voting Results dated May 13, 2026
99.2 Press Release dated May 13, 2026

 

 


 

SIGNATURE

 

 

  Nouveau Monde Graphite Inc.
  (Registrant)
   
Date:  May 14, 2026 /s/ Josée Gagnon
  Josée Gagnon
  Vice President, Legal Affairs & Corporate Secretary

 

 

 

EX-99.1 2 tm2614605d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

SPECIAL AND ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

MAY 13, 2026

 

 

REPORT OF VOTING RESULTS
in accordance with section 11.3 of Regulation 51-102 respecting Continuous Disclosure Obligations

 

Following the special and annual general meeting of shareholders of Nouveau Monde Graphite Inc. (the “Corporation”) held on May 13, 2026 (the “Meeting”), we hereby advise you of the results of the votes cast at the Meeting.

 

1. Election of Directors

 

Based on the proxies received and the votes cast at the Meeting, the following individuals were elected as directors of the Corporation until the next annual shareholders’ meeting. Accordingly, the results are set out below:

 

Name of Nominee   Outcome   Votes in Favor     % Votes in Favor     Votes Against     % Votes Against  
Daniel Buron   Elected     106,718,657       99.84 %     171,599       0.16 %
Eric Desaulniers   Elected     106,732,707       99.85 %     157,549       0.15 %
Paola Farnesi   Elected     106,677,140       99.80 %     213,118       0.20 %
Édith Jacques   Elected     106,680,678       99.80 %     209,580       0.20 %
Hubert T. Lacroix   Elected     106,717,867       99.84 %     172,389       0.16 %
Stéphane Leblanc   Elected     106,678,666       99.80 %     211,592       0.20 %
Nathalie Pilon   Elected     106,686,835       99.81 %     204,423       0.19 %
Chantal Sorel   Elected     106,666,952       99.79 %     223,306       0.21 %

 

2. Appointment of the External Auditor and Authorization Given to Directors to set its Compensation

 

Based on the proxies received and the votes cast at the Meeting, PricewaterhouseCoopers L.L.P. was appointed as an external auditor of the Corporation for the ensuing year and the directors were authorized to set its compensation, with the following results:

 

Votes in Favor     % Votes in Favor     Votes Withheld     % Votes Withheld  
  112,664,827       99.86 %     162,224       0.14 %

 

 


 

3. Issuance of Common Shares to Investissement Québec

 

Based on the proxies received and the votes cast at the Meeting, the resolution authorizing, among other things, the Corporation to issue to Investissement Québec (“IQ”) 33,351,853 common shares in the capital of the Corporation (each, a “Common Share”), on a private placement basis, at a price of US$1.84 per Common Share (the “IQ Private Placement”), the whole pursuant to the subscription agreement dated April 9, 2026 between the Corporation and IQ, was adopted by a majority of the votes cast by disinterested shareholders who voted in respect of the resolution present or represented by proxy at the Meeting (excluding the votes attached to, in the aggregate, 25,637,260 Common Shares beneficially owned, or controlled or directed, directly or indirectly, by IQ), with the following results:

 

Votes in Favor     % Votes in Favor     Votes Against     % Votes Against  
  80,927,383       99.60 %     325,614       0.40 %

 

4. Issuance of Common Shares to Canada Growth Fund Inc.

 

Based on the proxies received and the votes cast at the Meeting, the resolution authorizing, among other things, the Corporation to issue to Canada Growth Fund Inc. (“CGF”) 44,452,460 Common Shares, on a private placement basis, at a price of US$1.84 per Common Share (collectively with the IQ Private Placement, the “Related Party Private Placements”), the whole pursuant to the subscription agreement dated April 9, 2026 entered into between the Corporation and CGF, was adopted by a majority of the votes cast by disinterested shareholders who voted in respect of the resolution present or represented by proxy at the Meeting (excluding the votes attached to, in the aggregate, 19,841,269 Common Shares beneficially owned, or controlled or directed, directly or indirectly, by CGF), with the following results:

 

Votes in Favor     % Votes in Favor     Votes Against     % Votes Against  
  86,739,893       99.64 %     309,093       0.36 %

 

5. Private Placements

 

Based on the proxies received and the votes cast at the Meeting, the resolution authorizing, among other things, the Corporation to issue 44,452,460 Common Shares to CGF, 33,351,853 Common Shares to IQ and 38,043,478 Common Shares to ENI International B.V. (“ENI”), on a private placement basis, at a price of US$1.84 per Common Share (collectively, the “Private Placements”), (i) which Common Shares to be issued pursuant to the Private Placements represent, in the aggregate, (A) more than 25% of the current number of Common Shares issued and outstanding, on a non-diluted basis, and (B) a 19.56% discount to the five-day volume weighted average price of the Common Shares on the Toronto Stock Exchange on April 9, 2026, and (ii) which Common Shares to be issued pursuant to the Related Party Private Placements represent more than 10% of the current number of Common Shares issued and outstanding, the whole pursuant to subscription agreements dated April 9, 2026 between the Corporation and each of ENI, CGF and IQ, was adopted by a majority of the votes cast by disinterested shareholders who voted in respect of the resolution present or represented by proxy at the Meeting (excluding the votes attached to, in the aggregate, 25,637,260 and 19,841,269 Common Shares beneficially owned, or controlled or directed, directly or indirectly, by IQ and CGF respectively), with the following results:

 

Votes in Favor     % Votes in Favor     Votes Against     % Votes Against  
  61,061,612       99.43 %     350,116       0.57 %

 

 


 

6. Amendments to Outstanding Warrants

 

Based on the proxies received and the votes cast, the resolution authorizing, among other things, the Corporation to enter into:

 

(a) an amended and restated warrant certificate amending the warrant certificate with IQ dated December 20, 2024, representing 19,841,269 warrants of common shares in the capital of the Corporation (the “IQ Warrants”) to (i) extend the expiry date of the IQ Warrants to December 20, 2030, and (ii) make any additional housekeeping amendments; and

 

(b) an amended and restated warrant certificate amending the warrant certificate with CGF dated December 20, 2024 and representing 19,841,269 purchase warrants of common shares in the capital of the Corporation (the “CGF Warrants”) to (i) extend the expiry date of the CGF Warrants to December 20, 2030, and (ii) make any additional housekeeping amendments,

 

was adopted by a majority of the votes cast by disinterested shareholders who voted in respect of the resolution present or represented by proxy at the Meeting (excluding the votes attached to, in the aggregate, 25,637,260 and 19,841,269 Common Shares beneficially owned, or controlled or directed, directly or indirectly, by IQ and CGF respectively), with the following results:

 

Votes in Favor     % Votes in Favor     Votes Against     % Votes Against  
  61,050,925       99.41 %     360,804       0.59 %

 

7. Potential Additional Issuances

 

Based on the proxies received and the votes cast at the Meeting, the resolution authorizing, among other things, the potential exercise of the IQ Warrants and CGF Warrants and conversion of an unsecured convertible note of the Corporation dated November 8, 2022, as amended and restated on October 27, 2025 in favor of IQ, that would allow IQ and/or CGF to hold more than 20% of the Common Shares issued and outstanding, on a non-diluted basis, was adopted by a majority of the votes cast by disinterested shareholders who voted in respect of the resolution present or represented by proxy at the Meeting (excluding the votes attached to, in the aggregate, 25,637,260 and 19,841,269 Common Shares beneficially owned, or controlled or directed, directly or indirectly, by IQ and CGF respectively), with the following results:

 

Votes in Favor     % Votes in Favor     Votes Against     % Votes Against  
  61,045,160       99.40 %     366,566       0.60 %

 

 

 

EX-99.2 3 tm2614605d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

 

PRESS RELEASE

For immediate release

 

NMG Discloses Annual General & Special Meeting Voting Results and Announces the Signature of Definitive Offtake Agreement with the Government of Canada

 

+ Appointment of the directors and adoption of all resolutions submitted to shareholders

 

+ Approval by NMG shareholders of private placement for an aggregate amount of approximately US$213M by Canada Growth Fund Inc., the Government of Québec via Investissement Québec and ENI International B.V.

 

+ Signature of the definitive offtake agreement with the Government of Canada

 

MONTRÉAL, CANADA, May 13, 2026 – Nouveau Monde Graphite Inc. (“NMG” or the “Company”) (NYSE: NMG, TSX: NOU) held its virtual Annual General and Special Meeting of Shareholders (the “Meeting”) today which was supplemented with a corporate presentation on market perspectives and on the Company’s development of the Phase-2 Matawinie Mine and the progress on the Bécancour Battery Material Plant project.

 

Eric Desaulniers, Founder, President, and CEO of NMG, declared: “We are very pleased with the signing of this binding offtake with the Government of Canada which, in combination with other offtakes already signed with Traxys and Panasonic Energy will allow for a healthy diversification of our sales mix by addressing the needs of key flake graphite markets, namely, the lithium-ion battery market, refractory bricks and specialty applications. We are especially proud to be part of the Government’s vision to maintain and broaden Canada’s leadership role in supplying our G7 allies which will surely translate over time into new business opportunities for NMG in support of our future growth. We’d also like to welcome to the Board the newly appointed experienced executive, Mr. Hubert T. Lacroix, as Director of NMG! I take this opportunity to thank again the other Directors who were re-elected today at the shareholders’ meeting for all their support and contribution to the Company’s sound governance.”

 

Daniel Buron, Chair of NMG, stated: “On behalf of the Board of Directors, I am pleased to welcome you as our newest Board member. Your experience, leadership, and perspective will be a valuable addition to our Board as we continue to guide and support the organization’s mission and strategic priorities. We are confident that your contributions will strengthen our discussions and decision-making processes.”

 

Matters Voted upon at the Meeting and Results

 

Shareholders adopted all resolutions submitted for their approval, including the private placements (collectively, the “Private Placements”) to the Government of Québec via Investissement Québec (“IQ”), Canada Growth Fund Inc. (“CGF”) and ENI International B.V. (“ENI”), in each case at a price of US$1.84 per common share in the capital of the Company (the “Common Shares”) as previously announced by the Company on April 9, 2026. The complete voting results for each item of business are as follows:

 

ELECTION OF DIRECTORS

 

Each of the eight nominees listed in the Company’s management information circular dated April 22, 2026 (the “Circular”) provided in connection with the Meeting were elected as directors of the Company.

 

 


 

Name of Nominees   Votes in Favor     % Votes in
Favor
    Votes Against     % Votes Against  
Daniel Buron   106,718,657     99.84 %   171,599     0.16 %
Eric Desaulniers   106,732,707     99.85 %   157,549     0.15 %
Paola Farnesi   106,677,140     99.80 %   213,118     0.20 %
Édith Jacques   106,680,678     99.80 %   209,580     0.20 %
Hubert T. Lacroix   106,717,867     99.84 %   172,389     0.16 %
Stéphane Leblanc   106,678,666     99.80 %   211,592     0.20 %
Nathalie Pilon   106,686,835     99.81 %   204,423     0.19 %
Chantal Sorel   106,666,952     99.79 %   223,306     0.21 %

 

APPOINTMENT AND COMPENSATION OF PRICEWATERHOUSE COOPERS LLP AS AUDITOR

 

PricewaterhouseCoopers LLP is appointed as the auditor of the Company to hold office until the close of the next annual meeting of the Company and the directors are authorized to set its compensation.

 

Votes in Favor     % Votes in Favor     Votes Withheld     % Votes Withheld  
  112,664,827       99.86 %     162,224       0.14 %

 

PRIVATE PLACEMENTS, WARRANT AMENDMENTS AND NEW CONTROL PERSONS

 

The resolutions set out in Schedule “A”, “B”, “C”, “D” and “E” of the Circular related to the Private Placements, certain amendments to outstanding warrants of the Company to acquire Common Shares held by each of IQ and CGF and the authorization for IQ and/or CGF to hold more than 20% of the Common Shares issued and outstanding, on a non-diluted basis, are adopted with the following results:

 

    IN FAVOR     AGAINST  
RESOLUTIONS   Votes     %     Votes     %  
IQ private placement (as set out in Schedule “A” of the Circular)   80,927,383     99.60 %   325,614     0.40 %
CGF private placement (as set out in Schedule “B” of the Circular)   86,739,893     99.64 %   309,093     0.36 %
IQ, CGF and ENI private placement (as set out in Schedule “C” of the Circular)   61,061,612     99.43 %   350,116     0.57 %
Amendment of IQ and CGF warrants (as set out in Schedule “D” of the Circular)   61,050,925     99.41 %   360,804     0.59 %
Authorization for each of CGF and IQ to hold more than 20% of the Common Shares (as set out in Schedule “E” of the Circular)   61,045,160     99.40 %   366,566     0.60 %

 

Details of the voting results on all matters considered at the Meeting are available in the Company’s report of voting results, which is available under NMG’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

 

 


 

Warrant Amendments

 

As more fully set forth in the Circular, the Company intends to amend each of (a) the warrant certificate dated December 20, 2024 issued to CGF and representing warrants to purchase 19,841,269 Common Shares (the “CGF Warrants”) to (i) extend the expiry date of such CGF Warrants to December 20, 2030, and (ii) make certain additional housekeeping amendments and (b) the warrant certificate dated December 20, 2024 issued to IQ and representing warrants to purchase 19,841,269 Common Shares (the “IQ Warrants”) to (i) extend the expiry date of such IQ Warrants to December 20, 2030, and (ii) make certain additional housekeeping amendments. Each of the amended and restated warrant certificates in respect of each of the CGF Warrants and the IQ Warrants will be executed and come into effect on or about May 28, 2026 in accordance with section 608 of the TSX Company Manual. At the Meeting, shareholders have authorized the Company to issue Common Shares in accordance with the terms of the CGF Warrants and/or the IQ Warrants that would allow IQ and/or CGF to hold more than 20% of the Common Shares issued and outstanding (on a non-diluted basis).

 

Government of Canada Definitive Offtake Agreement

 

On the basis of the previously announced updated long-form term sheet, NMG and the Government of Canada, represented by Public Services and Procurement Canada (“PSPC”), have signed the definitive binding offtake agreement for the supply, storage and marketing of 30,000 tonnes per annum of graphite concentrate from the Company’s Phase 2 Matawinie Mine in Québec, Canada. The agreement covers a seven-year term as of the start of commercial production on a take-or-pay basis, with a North American fixed price and an upside-sharing mechanism where resale proceeds exceed the fixed price.

 

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

 

Contact  
MEDIA INVESTORS
   
Julie Paquet Marc Jasmin
VP Communications & ESG Strategy Director, Investor Relations
+1-450-757-8905 #140 +1-450-757-8905 #993
jpaquet@nmg.com mjasmin@nmg.com

 

Subscribe to our news feed: https://bit.ly/3UDrY3X 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.

 

Cautionary Note Regarding Forward-Looking Information

 

This press release 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. These forward-looking statements include, but are not limited to the satisfaction of closing conditions with respect to the Private Placement, the Company’s ability to raise all funds needed to complete the Phase-2 Matawinie Mine, the expected use of proceeds from the Private Placement, the Company’s ability to secure a positive FID for the Phase-2 Matawinie Mine, the Company’s ability to execute the amended and restated warrant certificates in respect of each of the CGF Warrants and the IQ Warrants, the Company’s ability to execute the construction and the commissioning as planned and in accordance with the execution plan and strategy, the ability of all contractors and suppliers of the Company to deliver in accordance with their commitment, the receipt of all necessary regulatory approvals and stock exchange approvals including the Company’s ability to obtain final approval from the TSX and the NYSE, as applicable, the expected closing date of the Private Placements and the expected results of the initiatives described in this press release, and those statements which are discussed under the “About Nouveau Monde Graphite” paragraph and elsewhere in the press release which essentially describe the Company’s outlook and objectives.

 

 


 

Forward-looking statements are based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions are not guarantees of future performance and may prove to be incorrect. Moreover, these forward-looking statements are based upon various underlying factors and assumptions, including the ability of the Company to complete the Private Placements on the terms described herein or at all, the ability of the Company to satisfy all of the closing conditions on the Private Placements, the ability of the Company to receive all necessary regulatory and stock exchange approvals, the Company’s ability to execute the amended and restated warrant certificates in respect of each of the CGF Warrants and the IQ Warrants, the Company’s ability to execute the construction and the commissioning as planned and in accordance with the execution plan and strategy, are not guarantees of future performance.

 

Risk factors that could cause actual results or events to differ materially from current expectations include, among others, failure to satisfy all closing conditions for the Private Placements, failure to execute the amended and restated warrant certificates in respect of each of the CGF Warrants and the IQ Warrants, failure to obtain necessary regulatory or stock exchange approvals, and delays in completing the Private Placements, 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 25, 2026, including in the section thereof captioned “Risk Factors”, which is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Unpredictable or unknown factors not discussed in this Cautionary Note could also have material adverse effects on forward-looking statements.

 

Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results 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 relating to 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 to the extent required by applicable law.

 

Further information regarding 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.