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6-K 1 nmg-20250514x6k.htm 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 2025

Commission File Number: 001-40416

Nouveau Monde Graphite Inc.

(Translation of registrant’s name into English)

481 rue Brassard

Saint-Michel-des-Saints, Quebec

Canada J0K 3B0

(Address of principal executive office)

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

Form 20-F ☐Form 40-F ☒ 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		Condensed consolidated interim unaudited financial statements for the three-month period ended March 31, 2025 and 2024

99.2		Management’s Discussion and Analysis for the three-month period ended March 31, 2025

99.3		Certification of Interim Filings by the CEO

99.4		Certification of Interim Filings by the CFO

SIGNATURE


	Nouveau Monde Graphite Inc.
	(Registrant)

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

EX-99.1 2 nmg-20250514xex99d1.htm EX-99.1

Table of Contents

Exhibit 99.1

FINANCIAL STATEMENTS

Condensed consolidated interim unaudited financial statements

For the three-month periods ended March 31, 2025 and 2024

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

Table of Contents

TABLE OF CONTENTS


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

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NOUVEAU MONDE GRAPHITE INC.

Consolidated statements of financial position

(Amounts expressed in thousands of Canadian dollars - unaudited)

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION


	Notes	As at March 31, 2025	As at December 31, 2024
ASSETS
CURRENT
Cash and cash equivalents		88,988	106,296
Grants receivable and other current assets		711	1,010
Restricted cash		3,022	3,000
Sales taxes receivable		1,503	1,656
Tax credits receivable		798	515
Prepaid expenses		780	1,529
Total current assets		95,802	114,006

NON-CURRENT
Tax credits receivable		10,058	10,247
Investment - Listed shares		325	325
Property, plant and equipment	5	81,751	77,666
Right-of-use assets		1,446	1,505
Deposits		671	351
Total non-current assets		94,251	90,094
Total assets		190,053	204,100

LIABILITIES
CURRENT
Accounts payable and other	6	13,435	13,642
Deferred grants		1,038	785
Convertible notes	7	16,690	16,240
Derivative warrant liability	8	9,952	15,589
Current portion of lease liabilities		483	470
Current portion of borrowings		254	250
Total current liabilities		41,852	46,976

NON-CURRENT
Asset retirement obligation		1,494	1,463
Lease liabilities		1,164	1,240
Borrowings		699	764
Total non-current liabilities		3,357	3,467
Total liabilities		45,209	50,443

EQUITY
Share capital		411,240	411,240
Other reserves	7	4,096	3,680
Contributed surplus		35,822	32,609
Deficit		(306,314)	(293,872)
Total equity		144,844	153,657
Total liabilities and equity		190,053	204,100
Going Concern	1
Commitments	17

APPROVED BY THE BOARD OF DIRECTORS

/s/ Eric Desaulniers – “Director”

/s/ Daniel Buron – “Director”

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

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NOUVEAU MONDE GRAPHITE INC.

Consolidated statements of loss and comprehensive loss

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

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS


		For the three-month periods ended
		March 31, 2025	March 31, 2024
	Notes	$	$
EXPENSES
Mining projects expenses	10	2,150	20,223
Battery Material Plant project expenses	11	9,626	7,813
General and administrative expenses	12	6,856	6,183
Operating loss		18,632	34,219
Net financial costs (income)	13	(6,290)	(2,082)
Loss before tax		12,342	32,137
Income tax		100	100
Net loss and comprehensive loss		12,442	32,237

Basic and diluted loss per share		0.08	0.43
Weighted average number of shares outstanding		153,422,506	75,727,397

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

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NOUVEAU MONDE GRAPHITE INC.

Consolidated statements of changes in equity

(Amounts expressed in thousands of Canadian dollars - unaudited)

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY


				Contributed	For the three-month period ended March 31, 2025
				surplus and
			Share capital	warrants	Other reserves	Deficit	Total equity
	Notes	Number	$	$	$	$	$
Balance as at January 1, 2025		152,261,189	411,240	32,609	3,680	(293,872)	153,657
Share-based compensation		—	—	3,213	—	—	3,213
Settlement of interest on Convertible Notes	7	—	—	—	416	—	416
Net loss and comprehensive loss		—	—	—	—	(12,442)	(12,442)
Balance as at March 31, 2025		152,261,189	411,240	35,822	4,096	(306,314)	144,844


				Contributed	For the three-month period ended March 31, 2024
				surplus and
			Share capital	warrants	Other reserves	Deficit	Total equity
	Notes	Number	$	$	$	$	$
Balance as at January 1, 2024		60,903,898	238,823	28,502	7,692	(220,587)	54,430
Shares issued - Lac Guéret Property acquisition	10	6,208,210	18,625	—	—	—	18,625
Shares issued from Private Placement	8	25,000,000	42,128	—	—	—	42,128
Share-based compensation		—	—	931	—	—	931
Settlement of interest on Convertible Notes	7	—	—	—	1,088	—	1,088
Share issue costs		—	(1,592)	—	—	—	(1,592)
Net loss and comprehensive loss		—	—	—	—	(32,237)	(32,237)
Balance as at March 31, 2024		92,112,108	297,984	29,433	8,780	(252,824)	83,373

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

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NOUVEAU MONDE GRAPHITE INC.

Consolidated statements of cash flow

(Amounts expressed in thousands of Canadian dollars - unaudited)

CONSOLIDATED STATEMENTS OF CASH FLOWS


		For the three-month periods ended
		March 31, 2025	March 31, 2024
	Notes	$	$
OPERATING ACTIVITIES
Net loss		(12,442)	(32,237)
Adjustments for non-cash items:
Depreciation and amortization		2,192	2,621
Change in fair value - Listed shares	7	—	450
Change in fair value - Derivative warrant liability	8	(5,623)	(5,955)
Interest and accretion - Convertible notes	7	318	2,736
Lac Guéret Property acquisition	10	—	18,625
Unrealized foreign exchange loss (gain)		(29)	1,412
Share-based compensation	9.2	2,881	854
Other accretions included within financial costs		24	5
Net change in working capital	14	(768)	(917)
Cash flows used in operating activities		(13,447)	(12,406)

INVESTING ACTIVITIES
Additions to property, plant, and equipment, net of grants	5-14	(3,191)	(2,223)
Cash flows used in investing activities		(3,191)	(2,223)

FINANCING ACTIVITIES
Proceeds from private placements	8	—	67,870
Repayment of borrowings		(61)	(58)
Repayment of lease liabilities		(116)	(113)
Share issue costs		(482)	(1,256)
Cash flows from financing activities		(659)	66,443

Effect of exchange rate changes on cash		(11)	(113)

Net change in cash and cash equivalents		(17,308)	51,701
Cash and cash equivalents at the beginning of the period		106,296	36,332
Cash and cash equivalents at the end of the period		88,988	88,033
Non-cash investing and financing activities	14

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

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NATURE OF OPERATIONS AND GOING CONCERN

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

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

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

During the three-month period ended March 31, 2025, the Company reported a net loss after tax of $12.4 million and cash outflows from operating activities of $13.4 million and had an accumulated deficit of $306.3 million as of March 31, 2025. The Company has yet to generate positive cash flows or earnings. Based on all available information about the future, which includes at least, but not limited to, the next twelve months, management believes that without additional funding, the Company does not have sufficient liquidity to pursue its planned expenditures.

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

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

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

BASIS OF PREPARATION AND STATEMENT OF COMPLIANCE

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

The condensed consolidated interim financial statements for the three-month period ended March 31, 2025 (including comparative statements) were approved and authorized for publication by the Board of Directors on May 14, 2025.

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

ACCOUNTING STANDARDS ADOPTED AND ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

3.1	NEW ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements from IAS 1 unchanged. IFRS 18 applies for annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted.

The new Accounting Standard introduces significant changes to the structure of a company's income statement and new principles for aggregation and disaggregation of information. The main impacts of the new Accounting Standard include:

●

Introducing a newly defined "operating profit" subtotal and a requirement for all income and expenses to be allocated between three distinct categories based on the company's main business activities: Operating, investing and financing;

●

Disclosure about management performance measures;

●

Adding new principles for aggregation and disaggregation of information;

●

Requiring the cash flow statement to start with operating profit; and

●

Remove the accounting policy choice for presentation of dividend and interest.

The Company is currently evaluating the impact of these amendments on its consolidated financial statements.

Amendments to IFRS 7 Financial instruments: disclosures and IFRS 9 Financial instruments

In May 2024, the IASB published Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). The amendments to IFRS 9 clarify de-recognition and classification of specific financial assets and liabilities respectively while the amendments to IFRS 7 clarify the disclosure requirements for investments in equity instruments designated at fair value through other comprehensive income and contractual terms that could change the timing or amount of contractual cash flows on the occurrence or non-occurrence of a contingent event. The amendments to IFRS 9 and IFRS 7 are effective for annual reporting beginning on or after January 1, 2026. The Company is currently evaluating the impact of these amendments on its consolidated financial statements.

ESTIMATES, JUDGEMENTS AND ASSUMPTIONS

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

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

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

PROPERTY, PLANT AND EQUIPMENT


	For the three-month period ended March 31, 2025
				Furniture			Bécancour Battery
				and other IT		Mine under	Material Plant	Other assets
	Land	Buildings	Equipment	equipment	Rolling stock	construction [1]	under construction [1]	under construction [1]	Total
	$	$	$	$	$	$	$	$	$
COST
January 1, 2025	2,455	2,028	27,547	235	350	62,479	1,175	1,615	97,884
Additions	-	-	-	-	-	5,695	43	427	6,165
Transfers	-	-	1,119	-	-	-	-	(1,119)	-
March 31, 2025	2,455	2,028	28,666	235	350	68,174	1,218	923	104,049
ACCUMULATED DEPRECIATION
January 1, 2025	-	644	19,097	170	307	-	-	-	20,218
Depreciation	-	26	2,047	2	5	-	-	-	2,080
March 31, 2025	-	670	21,144	172	312	-	-	-	22,298
Net book value as at March 31, 2025	2,455	1,358	7,522	63	38	68,174	1,218	923	81,751


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

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

The amount of borrowing costs included in Mine under construction for the three-month period ended March 31, 2025 is $561 ($444 for the three-month period ended March 31, 2024). The rate used to determine the amount of borrowing costs to be capitalized is the weighted average interest rate applicable to the entity’s general borrowings during the three-month period ended March 31, 2025.

In August 2024, the Company exercised its buyback option to repurchase 1% of the 3% net smelter royalty (“NSR”) initially issued to Pallinghurst Graphite International Limited on August 28, 2020, for a total amount of $1,869. The NSR applies to both first transformation proceeds of the Matawinie Mine and second transformation proceeds less allowable deductions of the Battery Material Plant. Based on the anticipated NSR payments over the project lifespan, the Company split its buyback consideration of $1,869 by allocating $963 to the "Mine under construction" asset category and $906 to the "Bécancour Battery Material Plant under construction." asset category. Additionally, the Matawinie Property was also subject to a 0.2% NSR agreement, initially contracted in 2014, and transferred to Pallinghurst Bond Limited in 2023, which the Company decided to exercise its buyback option for a consideration of $200.

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

The buyback consideration was recorded under the "Mine under construction” asset category as the royalty was only related to the Matawinie Mine proceeds.

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

ACCOUNTS PAYABLE AND OTHERS


	March 31, 2025	December 31, 2024
	$	$
Trade payable and accrued liabilities	11,578	10,929
Wages and benefits liabilities	1,857	2,713
Accounts payable and others	13,435	13,642

CONVERTIBLE NOTES


	Host (amortized cost)	Derivative (FVTPL)	Deferred amount	Total
	$	$	$	$
Issuance [1]	48,703	20,453	(2,773)	66,383
Interest accretion	732	—	—	732
Fair value adjustment	—	(11,199)	—	(11,199)
Amortization	—	—	140	140
Foreign exchange	382	127	(21)	488
Balance as of December 31, 2022	49,817	9,381	(2,654)	56,544
Interest accretion	5,082	—	—	5,082
Fair value adjustment	—	(8,049)	—	(8,049)
Amortization	—	—	1,453	1,453
Foreign exchange	(1,275)	(163)	32	(1,406)
Balance as of December 31, 2023	53,624	1,169	(1,169)	53,624
Interest accretion	3,044	—	—	3,044
Fair value adjustment	—	(1,191)	—	(1,191)
Amortization	—	—	1,191	1,191
Foreign exchange	2,710	30	(30)	2,710
Settlement	(43,138)	—	—	(43,138)
Balance as of December 31, 2024	16,240	8	(8)	16,240
Interest accretion	463	—	—	463
Fair value adjustment	—	(8)	—	(8)
Amortization [2]	—	—	8	8
Foreign exchange	(13)	—	—	(13)
Balance as of March 31, 2025	16,690	—	—	16,690

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

[2] The amortization for the three-month period ended March 31, 2025 includes an additional amount of $7 to prevent the net amount of the Derivative and the Deferred amount components from representing a negative amount.

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

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

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

-	Removing the interest capitalization provisions, such that accrued interest will be deemed paid in full in shares each quarter following the exchange’s approval; and

-	Increasing the interest rate to the greater of the 3-month CME Term SOFR plus 5% and 7%.

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

General conversion option: The holder of a Note, at any time before maturity, can convert the outstanding principal amount into units for US$5/unit. Each unit comprises one common share of the Company and one share warrant. The share warrant can be used to subscribe one common share of the Company at an exercise price of US$5.70/share for a period of 24 months from the date of conversion of the Note.

Repurchase option: The Company has, at its sole discretion, an option to repay the Notes at the Repurchase Amount (as defined in the subscription agreement) at the earlier of (i) December 31, 2023; or (ii) the date of a final investment decision (FID) as defined in the subscription agreement. Depending on the circumstances, the repurchase amount is affected by the remaining time to maturity and the cumulative interest paid to date to the Holders.

Interest repayment option: Quarterly, the Company has an option to pay the interest due in (i) cash; or (ii) in Common Shares subject to the TSX’s approval, by delivering share certificates to the Holders upon maturity, conversion or redemption at a U.S. Dollar equivalent of the Company’s TSX market share price, determined at the quarter end on which such interest became payable.

-	The Notes also include redemption mechanisms in favor of the holders in the event of a change of control or an event of default.

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

For the three-month period ended March 31, 2025, the interest coupon totalled an aggregate amount of $416 (US$290) ($807 (US$1,088) for the three-month period ended March 31 2024). The Company elected to pay the interest coupon with 194,684 common shares at a price of US$1.49 which will be issued at maturity or at conversion of IQ’s Note. The common shares to be issued are recorded as other reserves in the consolidated statements of changes in equity.

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

Reasonably

Sensitivity [1]

Reasonably

Sensitivity [1]

December 31, 2024

possible change

(Derivative liability)

March 31, 2025

possible change

(Derivative liability)

Observable inputs

Share price

US$1.59

+/- 10%

+0M/0M

US$1.51

+/- 10%

+0M/0M

Foreign Exchange rate

1.44

+/-5%

+/-0M

1.44

+/-5%

+/-0M

Unobservable inputs

Expected volatility

47.3%

+/- 10%

+0M/0M

48.5%

+/- 10%

+0/0M

Credit spread

3.0%

+/-5%

+/-0M

4.0%

+/-5%

+/-0M

[1]Holding all other variables constant.

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

DERIVATIVE WARRANT LIABILITY


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

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


			March 31, 2025
	GM and Panasonic	Mitsui and Pallinghurst	IQ and CGF
Number of Warrants	25,000,000	18,750,000	39,682,538
Risk-Free Interest Rate	4.23%	4.23%	4.23%
Expected Volatility	66%	66%	66%
Stock Price at Valuation Date	US$1.51	US$1.51	US$1.51
Exercise Price	US$2.38	US$2.38	US$2.38
Average Fair Value per Warrant	US$0.08	US$0.08	US$0.08


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

The main non-observable input used in the model is the expected volatility. An increase or decrease in the expected volatility used in the model of 10% would have resulted in the following change in the fair value of the warrants as of March 31, 2025:


			March 31, 2025
	GM and Panasonic	Mitsui and Pallinghurst	IQ and CGF
	$	$	$
10% increase in volatility	830	622	1,317
10% decrease in volatility	(765)	(574)	(1,215)


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

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

Private placement with GM and Panasonic:

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

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

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

Private placement with Mitsui and Pallinghurst:

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

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

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

Private placement with IQ and CGF:

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

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

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

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

EQUITY

9.1 SHARE CAPITAL

Authorized share capital

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


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

9.2 SHARE-BASED PAYMENTS

The Board of Directors determines the price per common share and the number of common shares which may be allocated to each director, officer, employee and consultant and all other terms and conditions of the option, subject to the rules of the TSX. The Company has a policy that caps the maximum of total options that can be granted to 10% of the total outstanding shares of the Company.

All share-based payments will be settled in equity. The Company has no legal or contractual obligation to repurchase or settle the options in cash.

The Company’s share options are as follows:


	For the three-month period ended March 31, 2025		For the year ended December 31, 2024
		Weighted average		Weighted average
		exercise price		exercise price
	Number	$	Number	$
Opening balance	7,994,500	4.90	4,908,548	6.79
Granted	-	—	4,317,500	3.07
Exercised	-	—	(137,500)	2.35
Expired	(187,000)	9.15	(346,000)	6.64
Forfeited	(21,000)	3.59	(295,000)	3.51
Cancelled	-	—	(453,048)	8.20
Ending balance	7,786,500	4.80	7,994,500	4.90
Options that can be exercised	2,987,750	7.18	3,174,750	7.30

The Company’s share options include grants made to key employees in 2024 that vest upon a positive FID, subject to certain conditions.

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

10.

MINING PROJECTS EXPENSES


	For the three-month periods ended
	March 31, 2025	March 31, 2024
	$	$
Wages and benefits	1,146	1,051
Share-based compensation	530	138
Consulting fees	39	21
Materials, consumables, and supplies	218	151
Maintenance and subcontracting	89	112
Utilities	91	88
Depreciation and amortization	59	64
Other	67	41
Uatnan Mining Project - Exploration and evaluation expenses	10	18,648
Grants	(5)	(18)
Tax credits	(94)	(73)
Mining projects expenses	2,150	20,223

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

11.

BATTERY MATERIAL PLANT PROJECT EXPENSES


	For the three-month periods ended
	March 31, 2025	March 31, 2024
	$	$
Wages and benefits	1,390	1,269
Share-based compensation	271	59
Engineering	5,074	2,619
Consulting fees	208	157
Materials, consumables, and supplies	468	666
Maintenance and subcontracting	158	661
Utilities	129	189
Depreciation and amortization	2,097	2,497
Other	82	54
Grants	(251)	(124)
Tax credits	—	(234)
Battery Material Plant project expenses	9,626	7,813

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

12.

GENERAL AND ADMINISTRATIVE EXPENSES


	For the three-month periods ended
	March 31, 2025	March 31, 2024
	$	$
Wages and benefits	1,854	1,863
Share-based compensation	2,080	657
Professional fees	530	1,435
Consulting fees	650	464
Travelling, representation and convention	202	120
Office and administration	1,248	1,542
Stock exchange, authorities, and communication	251	84
Depreciation and amortization	36	60
Other financial fees	5	4
Grants	—	(46)
General and administrative expenses	6,856	6,183

13.

NET FINANCIAL COSTS (INCOME)


	For the three-month periods ended
	March 31, 2025	March 31, 2024
	$	$
Foreign exchange loss (gain)	(24)	1,403
Interest income	(1,002)	(752)
Interest expense on lease liabilities	3	4
Change in fair value - Listed shares	—	450
Change in fair value - Derivative warrant liability	(5,623)	(5,955)
Interest and accretion on borrowings and notes	356	2,768
Net financial costs (income)	(6,290)	(2,082)

14.

ADDITIONAL CASH FLOW INFORMATION


		For the three-month periods ended
		March 31, 2025	March 31, 2024
		$	$
Grants receivable and other current assets		2	133
Deferred grants		(45)	(120)
Mining tax credits		(94)	(120)
Sales taxes receivable		153	(439)
Prepaid expenses		749	558
Restricted cash and deposits		(342)	—
Accounts payable and other	6	(1,191)	(929)
Total net change in working capital		(768)	(917)

Income tax received		—	188
Interest paid		14	17

Non-cash financing activities
Deferred expenses included in accounts payable and accrued liabilities		—	924
Share issue costs included in accounts payable and accrued liabilities		207	336

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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

Reconciliation of additions presented in the property, plant and equipment schedule to the net cash used in investing activities


	For the three-month periods ended
	March 31, 2025	March 31, 2024
	$	$
Additions of property, plant and equipment as per note 5	6,165	2,672
Non-cash decrease (increase) of the asset rehabilitation obligation	(7)	54
Borrowing costs included in Mine under construction	(561)	(444)
Share-based compensation capitalized (non-cash)	(332)	(77)
Grants recognized	9	1
Grants received	(604)	(104)
Accounts payable variation related to property, plant and equipment	(1,479)	121
Net cash flow used in investing activities - purchase of property, plant and equipment	3,191	2,223

15.

RELATED PARTY TRANSACTIONS

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


	For the three-month period ended
	March 31, 2025	March 31, 2024
	$	$
Key management compensation
Wages and short-term benefits	345	550
Share-based payments	2,095	436
Board fees	230	224

16.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

FAIR VALUE

Current financial assets and financial liabilities are valued at their carrying amounts, which are reasonable estimates of their fair value due to their relatively short-maturities; this includes cash and cash equivalents, other receivables and accounts payable and accrued liabilities. Borrowings and the convertible debt host are accounted for at amortized cost using the effective interest method, and their fair value approximates their carrying value except for the convertible debt host for which fair value is estimated at $17,700 (US$12,312) as at March 31, 2025 ($17,908 (US$12,446) as at December 31, 2024).

Fair Value Hierarchy

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

Level 1: Inputs derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Inputs derived from other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3: Inputs that are not based on observable market data (unobservable inputs).

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

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


	As at March 31, 2025
	Level 1	Level 2	Level 3	Total
Financial Assets at FVTPL
Non-current investments (Equity investment in publicly listed entities)	325	—	—	325
Financial liabilities at FVTPL
Convertible notes - Embedded derivatives (note 7)	—	—	—	—
Warrants (note 8)	—	—	9,952	9,952


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

There were no transfers between Level 1, Level 2 and Level 3 during the three-month period ended March 31, 2025 (none in 2024).

Financial Instruments Measured at FVTPL

Non-Current investments

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

17.

COMMITMENTS

The Company’s future minimum payments of commitments as at March 31, 2025 are as follows:


		Total
Capital expenditure obligations		611
Commercial projects long-lead item obligations		2,824
Balance as at March 31, 2025		3,435

EX-99.2 3 nmg-20250514xex99d2.htm EX-99.2

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Exhibit 99.2

MANAGEMENT
DISCUSSION & ANALYSIS

For the three-month period ended March 31, 2025

Table of Contents

TABLE OF CONTENTS

TABLE OF CONTENTS‌1

PREAMBLE‌3

PERIOD COVERED‌3

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS‌3

TECHNICAL INFORMATION AND CAUTIONARY NOTE TO U.S. INVESTORS‌4

MARKET AND INDUSTRY DATA‌5

THE COMPANY‌5

CORPORATE STRUCTURE‌5

VALUE PROPOSITION‌6

HIGHLIGHTS‌6

BUSINESS LINES‌7

Projects Overview‌7

MATAWINIE MINE PROJECT‌9

Matawinie Mine Demonstration Plant (Phase 1)‌9

Matawinie Mine (Phase 2)‌9

BÉCANCOUR BATTERY MATERIAL PLANT PROJECT‌9

Battery Material Demonstration Plants (Phase 1)‌9

Bécancour Battery Material Plant (Phase 2)‌10

UATNAN MINING PROJECT‌10

COMMERCIAL STRATEGY‌10

SALES‌11

MARKET UPDATE‌11

RESPONSIBILITIES‌12

GOVERNANCE‌12

RISKS‌12

FINANCING‌12

QUARTERLY RESULTS‌13

OTHER FINANCIAL INFORMATION‌14

THREE-MONTH PERIOD RESULTS‌15

MINING PROJECTS EXPENSES‌15

BATTERY MATERIAL PLANT PROJECT EXPENSES‌15

GENERAL AND ADMINISTRATIVE EXPENSES‌16

NET FINANCIAL COSTS‌16

Management Discussion and Analysis

Table of Contents

LIQUIDITY AND FUNDING‌17

OPERATING ACTIVITIES‌17

INVESTING ACTIVITIES‌18

FINANCING ACTIVITIES‌18

ADDITIONAL INFORMATION‌18

RELATED PARTY TRANSACTIONS‌18

OFF-BALANCE SHEET TRANSACTIONS‌18

CRITICAL ACCOUNTING ESTIMATES, NEW ACCOUNTING POLICIES, JUDGEMENTS AND ASSUMPTIONS‌18

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT‌18

CONTRACTUAL OBLIGATIONS AND COMMITMENTS‌18

CAPITAL STRUCTURE‌19

SUBSEQUENT EVENTS TO MARCH 31, 2025‌19

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING‌19

Disclosure Controls and Procedures‌19

Internal Control over Financial Reporting‌19

ADDITIONAL INFORMATION AND CONTINUOUS DISCLOSURE‌20

Management Discussion and Analysis

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PREAMBLE

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

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

PERIOD COVERED

This MD&A report is for the three-month period ended March 31, 2025, with additional information up to May 14, 2025.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

Management Discussion and Analysis

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

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

TECHNICAL INFORMATION AND CAUTIONARY NOTE TO U.S. INVESTORS

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

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

NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs from the disclosure requirements of the United States Securities and Exchange Commission (the “SEC”) applicable to U.S. companies.

Management Discussion and Analysis

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

MARKET AND INDUSTRY DATA

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

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

THE COMPANY

CORPORATE STRUCTURE

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

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

The Company’s consolidated financial statements have been prepared using accounting principles applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due. In assessing whether the going concern assumption is appropriate, management considers all available information about the future, which is at least, but not limited to, the next twelve months.

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

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

Management Discussion and Analysis

Table of Contents

able to do so in the future or that these sources of funding or initiatives will be available for the Company or that they will be available on terms which are acceptable to the Company.

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

VALUE PROPOSITION

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


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

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

HIGHLIGHTS

Issuance of the Updated Feasibility Study for the Matawinie Mine and the Bécancour Battery Material Plant Projects (the “Updated Feasibility Study”) that reflects advancement in engineering, project design, and updated financial parameters.

Active work on the financing stage via presentation of the Updated Feasibility Study to financial stakeholders and on due diligence workstreams to bring the Phase-2 Matawinie Mine and the Bécancour Battery Material Plant to a final investment decision (“FID”).

Engineering underway for the Phase-2 Bécancour Battery Material Plant with the assistance of specialized Asian firms with expertise in the graphite and anode material industry.

Continued advancement of procurement and construction preparation for the Phase-2 Matawinie Mine and Bécancour Battery Material Plant in anticipation of FID.

Decommissioning of the Phase-1 Purification Demonstration Plant facility in Bécancour initiated in light of technology change.

Issuance of the Company’s 2024 ESG Report demonstrating stewardship and leadership in the Company’s management of material issues and performance on environmental, social and governance (“ESG”) metrics.

Twelve-month rolling total recordable injury frequency rate (“TRIFR”) rate of 1.77 at the Company’s facilities (severity rate at 2.65); and no major environmental incidents.

Management Discussion and Analysis

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Geopolitical tensions between the U.S. and China exacerbate the need for alternative natural graphite sources (Fastmarkets, April 2025).

Period-end cash position of $88,988.

BUSINESS LINES

Striving to establish a local, carbon-neutral, and traceable turnkey supply of graphite-based advanced materials for the Western World, the Company is advancing an integrated business operation, from responsible mining to advanced processing. NMG is extracting and processing natural flake graphite to produce active anode material in its demonstration plants, an essential component in lithium-ion batteries used in EVs, energy storage solutions, and consumer technology applications.

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

Projects Overview



Matawinie Mine Project
To support the development of the Matawinie Mine, NMG plans to continue optimizing its processes, products, and operational practices to align with the technical requirements of Panasonic Energy and General Motors (“GM”) (Panasonic Energy and GM collectively, the “Anchor Customers”), using its Phase-1 demonstration plant; advance detailed engineering, construction planning, and procurement activities; and finalize the project financing with the various financial stakeholders engaged in the project to reach FID and launch construction of the Phase 2. A positive FID is dependent on the financing structure in light of the Updated Feasibility Study, updated financial model, the conclusions of the due diligence processes and negotiations with the various financial stakeholders, including the completion of the conditions precedent and the project-related agreements with the Anchor Customers.
Phase 1 – Matawinie Mine Demonstration Plant
	Concentrator Demonstration Plant	In operation to support product sampling and qualification to customers’ specifications.
Phase 2 – Matawinie Mine		Mining decree obtained. Some groundworks completed; concrete-ready in preparation for launch of construction upon a positive FID. Completion and issuance of the Updated Feasibility Study reflecting advancement in engineering, technological development, and project optimizations. Detailed engineering, construction planning, and procurement strategy advancing in parallel to project financing.

Management Discussion and Analysis

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

Management Discussion and Analysis

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MATAWINIE MINE PROJECT

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

Matawinie Mine Demonstration Plant (Phase 1)

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

Matawinie Mine (Phase 2)

On March 31, 2025, the Company published the Updated Technical Feasibility Study Report for the Matawinie Mine and Bécancour Battery Material Plant Integrated Graphite Projects (the “Updated Feasibility Study”). Conducted by BBA Inc. and various specialized consultants in accordance with the National Instrument 43-101 (“NI 43-101”), the Updated Feasibility Study pulled from NMG’s 2022 Feasibility Study and updated key parameters in light of technological development, project optimizations, engineering advancement, and updated economic factors.

The Matawinie Mine remains largely the same as reflected in NMG’s previous technical report.

The Updated Feasibility Study considers revised key parameters and costs, leveraging advancement in the project since the 2022 report, namely through detailed engineering, preparatory work at the site, key contracts awarded and/or negotiated, procurement planning, construction preparation, as well as optimization of operations between the two Phase-2 facilities.

The Company is actively advancing the project development in preparation for FID through detailed engineering, negotiation of contracts with key suppliers, preparation of call for tenders for construction, value engineering and schedule optimization. Upon a positive FID, the Matawinie Mine could be built and enter commercial production in approximately three years.

NMG’s electrification strategy is also progressing with Caterpillar Inc. (“Caterpillar”) through planning for prototype equipment testing and charging station strategy.

BÉCANCOUR BATTERY MATERIAL PLANT PROJECT

The Bécancour Battery Material Plant, approximately 150 km northeast of Montréal on the Saint Lawrence River, is planned to become NMG’s comprehensive advanced processing platform, in the heart of Québec’s “battery valley” and within an established industrial park equipped with key industrial infrastructure as well as hydroelectricity, an international port, railway, and expressway.

Battery Material Demonstration Plants (Phase 1)

The Company is producing active anode material samples at its Phase-1 and third-party facilities to support commercial engagement, inform Phase-2 engineering and vendor selection for equipment, and refine operational parameters. Testing is paired with comprehensive statistical analysis to optimize operations and develop products based on each manufacturer’s battery specifications.

Testing protocols and sample production based on NMG’s proprietary thermochemical technology were completed in Q1-2025 at the Purification Demonstration Plant. NMG is decommissioning this facility in light of the technology change and as the industrial space lease nears its end; management anticipates the closure of this facility to be completed in Q3-2025.

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

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Bécancour Battery Material Plant (Phase 2)

Through the Updated Feasibility Study, plans for the Phase-2 Bécancour Battery Material Plant have been revised using inputs from NMG’s Phase-1 operations, technology development, and engineering.

The adoption of the prevalent purification technology, aligned with established commercial operations worldwide, could contribute to derisk the project.

The Company continues to optimize the process to refine environmental performance, operational, and financial parameters along with sample production being carried out at partnering facilities to support detailed engineering and commercialization efforts.

NMG is expanding its Integrated Project Team (“IPT”) execution strategy for its Phase-2 Bécancour Battery Material Plant with the addition of specialized Asian firms with expertise in the graphite and anode material industry. The project is progressing on engineering in parallel to construction preparation and procurement planning. Upon a positive FID, the Bécancour Battery Material Plant could be built and enter commercial production in approximately three years.

UATNAN MINING PROJECT

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

Leveraging the Lac Guéret Property, now wholly-owned by NMG, the Uatnan Mining Project is being planned with a focus on battery material feedstock to support current commercial discussions and favorable market conditions, with a targeted production of approximately 500,000 tpa of graphite concentrate over a 24-year life of mine, based on the preliminary economic assessment published in 2023 in accordance with NI 43-101.

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

COMMERCIAL STRATEGY

Focusing on the EV and energy storage systems market segments, NMG is aligning its business plan and associated commercial strategy to cater to battery material supply chains, with a focus on North America. The Company’s vertical business model, with a secured feedstock, close-by operations at the western market’s doorstep and operational flexibility to adapt production based on demand, is set to provide a reliable source in today’s everchanging macroeconomics.

The integrated material flowsheet developed for the Company’s Phase 2 is designed to maximize the production of high-value active anode material destined to the battery market segments. A portion of jumbo and large high-purity flake graphite is set to be directed to specialty markets, with some flexibility in the allocation of volumes. Graphite concentrate out of the Phase-2 Matawinie Mine is planned to be commercialized as follows:

Flake graphite: 14,720 tpa

Active anode material: 44,100 tpa

Micronized graphite by-product: 43,334 tpa

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

Management Discussion and Analysis

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SALES

As part of the Updated Feasibility Study, Benchmark Mineral Intelligence, an IOSCO-regulated price reporting agency and market intelligence publisher for the lithium-ion battery to EV supply chain, provided pricing estimates for the North American market.

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

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

MARKET UPDATE

The graphite and battery sectors are undergoing rapid transformation, driven by the adoption of EVs and energy storage systems (“ESS”). During the period, global EV sales went up 29% compared to the same period last year, with Europe bouncing back at +22% and North America at +16% (Benchmark Mineral Intelligence, April 2025). The global ESS market grew 65% year-over-year (Rho Motion, April 2025).

This growth reverberates upstream in battery manufacturing. The lithium-ion battery production pipeline is now estimated to reach to 9,300 GWh by 2030, with Europe driving the highest demand after China (Benchmark Mineral Intelligence, April 2025). NMG’s Anchor Customer GM announced that its EV battery production has now surpassed that of Tesla in the U.S. (Bloomberg, April 2025).

While market growth presents significant opportunities, supply chain vulnerabilities and geopolitical tensions pose challenges, particularly for North America. Efforts are underway to diversify and localize production considering the region remains heavily reliant on imports; the U.S. was 100% dependent on foreign graphite to meet its demand in 2024 (Benchmark Mineral Intelligence, April 2025).

North America faces challenges in establishing a robust domestic graphite supply chain; the U.S. International Trade Commission is investigating trade activities following a petition from the American Active Anode Material Producers seeking antidumping and countervailing duties on Chinese imports (Bloomberg, January 2025).

Moreover, tension and reciprocal measures escalated between the U.S. and China during the period. U.S. manufacturers face steep tariffs on Chinese graphite and anode material. Analysts predict a positive shift toward ex-China natural graphite anode materials as a result (Fastmarkets, April 2025).

Amid the global graphite market unprecedented turbulence, U.S. executive orders and policies, including the Export-Import Bank of the United States’ (“EXIM”) Supply Chain Resiliency Initiative that enables the financing of international projects with offtake critical minerals agreements with U.S. companies, emphasize the importance and urgency of securing the raw materials needed for energy applications and national security.

Management Discussion and Analysis

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RESPONSIBILITIES

On a foundation of accountability with a view to contributing to global sustainability goals, NMG is publishing its annual ESG Report to present its governance of material topics, disclose its performance, and highlight sustainability milestones and targets. The Company engages in this transparency exercise yearly to provide its stakeholders with a comprehensive set of data on its ESG performance. The 2024 ESG Report is available on NMG’s website.

NMG’s ESG performance is recognized in Benchmark Mineral Intelligence’s Sustainability Index as the only natural graphite company in the “Industry Leading” category ahead of all Western, African, and Chinese players. The ESG assessment of the natural graphite industry examines the sustainability credentials of over 73 flake graphite companies against 87 ESG indicators.

The Company voluntarily reports under CDP’s Climate Change annual survey, demonstrating its commitment to managing climate-related risks and opportunities, enhancing environmental performance, advancing GHG reduction initiatives, and driving climate action. In 2024, NMG obtained an improved rating of B.

The Company’s ESG performance is also dynamically tracked via Bloomberg’s terminal and compared to peers in our sector. As at April 23, 2025, NMG’s global ESG score was in the Leading category at 5.92, in the 81.7 percentile.

For the twelve-month rolling period ended March 31, 2025, NMG reported a total recordable injury frequency rate of 1.77 and severity rate of 2.65 at the Company’s facilities. There were no environmental incidents during this period.

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

NMG and the Atikamekw First Nation of Manawan are implementing the different collaboration mechanisms planned for in the Impact and Benefit Agreement signed in late 2024.

The Company has presented the results of the Updated Feasibility Study to several stakeholders and maintains an open dialogue with the W8banaki First Nation and Innu First Nation of Pessamit regarding its projects’ development.

GOVERNANCE

RISKS

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

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

FINANCING

Following the issuance of the Updated Feasibility Study, NMG has entered the active financing stage for its Phase-2 projects. The Company has presented the study results to its Anchor Customers, potential lenders, and targeted institutional equity investors. Seven due diligence exercises, supported by specialized firms, are advancing concurrently to examine the corporate, technical, market, and ESG components of NMG’s planned Phase-2 operations and guide financial stakeholders’ risk assessment.

Management Discussion and Analysis

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To date, the Company has received cumulative expressions of interest from Anchor Customers, potential lenders, and targeted institutional equity investors of approximately $1.6 billion for its Phase-2 project financing.

Assisted by Société Générale as the debt advisor and BMO Capital Markets as the strategic equity advisor, NMG has mapped a detailed project financing schedule to provide financial stakeholders with key information with a view to formalizing their participation in the project financing and reach FID.

Although management believes that FID will occur, no assurance can be given that those expressions of interest will be converted into a positive FID.

A third-party assessment of the Company’s Phase-2 CAPEX eligibility to the new Canadian Investment Tax Credit for Clean Technology Manufacturing indicate a potential for securing approximately $450,000 through this refundable tax credit. NMG is designing its capital structure to leverage such fiscal incentives along with strategic debt and equity facilities.

In January 2025, the Company uplisted to the Toronto Stock Exchange upon having met the necessary listing requirements.

QUARTERLY RESULTS

During the three-month period ended March 31, 2025, the Company recorded a net loss of $12,442 (net loss of $32,237 in 2024), a basic and diluted loss per share of $0.08 (basic and diluted loss per share of $0.43 in 2024).


Description	Q1-2025	Q4-2024	Q3-2024	Q2-2024
	(note a)	(note b)	(note c)	(note d)
	$	$	$	$
Net loss (income)	12,442	21,904	8,062	11,082
Basic loss (earnings) per share	0.08	0.19	0.07	0.10
Diluted loss (earnings) per share	0.08	0.19	0.07	0.10


Description	Q1-2024	Q4-2023	Q3-2023	Q2-2023
	$	$	$	$
Net loss (income)	32,237	16,575	15,526	(1,264)
Basic loss (earnings) per share	0.43	0.27	0.26	(0.02)
Diluted loss (earnings) per share	0.43	0.27	0.26	0.02

The net loss in Q1-2025 decreased by $19,795 compared to Q1-2024, mainly due to a non-cash expense of $18,638 recorded in the consolidated statement of loss and comprehensive loss related to the acquisition of the Lac Guéret Property combined with lower interest expenses on the convertible note due to having only the Investissement Québec note of USD$12,500 remaining. This decrease is partially offset by the increased engineering activities in connection with the Updated Feasibility Study, published on March 31, 2025, and higher share-based compensation expenses due to options granted to key employees in April 2024 that vest upon a positive FID.

The net loss in Q4-2024 increased by $5,329 compared to Q4-2023 mainly due to a loss of $5,919 related to the fair value revaluation of the derivative warrant liability and increased engineering activities in connection with the Updated Feasibility Study deliverable, which was published on March 31, 2025.

The net loss in Q3-2024 decreased by $7,464 compared to Q3-2023 mainly due to a $10,254 gain from the fair value revaluation of the derivative warrant liability and a reduction in interest expenses following the settlement of the convertible notes with Mitsui and Pallinghurst on May 2, 2024. This is partially offset by increased vesting expenses for stock options and higher engineering costs related to the ongoing Updated Feasibility Study for the Phase-2 projects.

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The net loss in Q2-2024 increased by $12,346 compared to Q2-2023 mainly due to the progress of engineering studies for the Phase-2 Bécancour Battery Material Plant, increased vesting expenses of stock options due to additional options granted to key employees that vest upon FID, a gain of $16,529 in 2023 (nil in 2024) related to the fair value revaluation of the embedded derivatives partially offset with the loss on the convertible notes settlement of $7,548 in 2024 (nil in 2023).

OTHER FINANCIAL INFORMATION


Description	March 31, 2025	December 31, 2024
	$	$
Total assets (a)	190,053	204,100
Mine under construction included in Property, plant and equipment (b)	68,174	62,479
Bécancour Battery Material Plant under construction included in Property, plant and equipment	1,218	1,175
Non-current liabilities	3,357	3,467

The decrease of $14,047 in total assets between March 31, 2025 and December 31, 2024 is mainly explained by a decrease of $17,308 in Cash and cash equivalents. No additional financing was received during Q1-2025, as the previous financing was completed in December 2024 with Canada Growth Fund and Investissement Québec. The decrease is therefore explained by a monthly cash expenditure rate of approximately $5,546. This is partially offset by a $4,085 increase in property, plant, and equipment due to investments and continued advancements on the Phase-2 Matawinie Mine.

The increase of $5,695 in the Mine under construction between March 31, 2025 and December 31, 2024, is related to costs incurred for the Phase-2 Matawinie Mine, which have been capitalized under property, plant, and equipment. These costs are primarily associated with continued progression of the detailed engineering for both the concentrator and the mining infrastructures ($2,908), long-lead equipment deposit for the electrical substation ($377), borrowing costs ($561), wages and benefits ($611), and a deposit for the engineering and construction of the electrical powerline ($1,250).

Management Discussion and Analysis

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THREE-MONTH PERIOD RESULTS

MINING PROJECTS EXPENSES


Description	March 31, 2025	March 31, 2024	Variation
	$	$	$
Wages and benefits	1,146	1,051	95
Share-based compensation (a)	530	138	392
Consulting fees	39	21	18
Materials, consumables, and supplies	218	151	67
Maintenance and subcontracting	89	112	(23)
Utilities	91	88	3
Depreciation and amortization	59	64	(5)
Other	67	41	26
Uatnan Mining Project - Exploration and evaluation expenses (b)	10	18,648	(18,638)
Grants	(5)	(18)	13
Tax credits	(94)	(73)	(21)
Mining projects expenses	2,150	20,223	(18,073)

a)The increase of $392 in share-based compensation expenses for the three-month period ended March 31, 2025, is mainly due to options granted to key employees in April 2024, that vest upon a positive FID.

b)The decrease of $18,638 for the three-month period ended March 31, 2025, is due to the acquisition of the Lac Guéret Property on January 31, 2024. For more details on the accounting treatment of this transaction, refer to Note 19 of the Company’s audited consolidated financial statements for the year ended December 31, 2024.

BATTERY MATERIAL PLANT PROJECT EXPENSES


Description	March 31, 2025	March 31, 2024	Variation
	$	$	$
Wages and benefits	1,390	1,269	121
Share-based compensation	271	59	212
Engineering (a)	5,074	2,619	2,455
Consulting fees	208	157	51
Materials, consumables, and supplies	468	666	(198)
Maintenance and subcontracting (b)	158	661	(503)
Utilities	129	189	(60)
Depreciation and amortization (c)	2,097	2,497	(400)
Other	82	54	28
Grants	(251)	(124)	(127)
Tax credits (d)	—	(234)	234
Battery Material Plant project expenses	9,626	7,813	1,813

a)	The increase of $2,455 in engineering expenses for the three-month period ended March 31, 2025, is mainly due to activities in connection with the Updated Feasibility Study deliverable, which was published on March 31, 2025.

b)	The decrease of $503 in maintenance and subcontracting expenses for the three-month period ended March 31, 2025, is mainly due to the decrease in operational activities at the Purification Demonstration Plant. This reduction is aligned

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with the planned decommissioning of the facility, which began in Q2-2025, and is expected to be completed in Q3-2025.

c)	The decrease of $400 for the three-month period ended March 31, 2025, is mainly due to the end of the depreciation useful life of production equipment at the Purification Demonstration Plant.

d)	The decrease of $234 in tax credits is due to the Company reaching the maximum limit of $31,250 of eligible expenditures for the Critical and Strategic Mineral Development provincial tax credit in the 2024 fiscal period.

GENERAL AND ADMINISTRATIVE EXPENSES


Description	March 31, 2025	March 31, 2024	Variation
	$	$	$
Wages and benefits	1,854	1,863	(9)
Share-based compensation (a)	2,080	657	1,423
Professional fees (b)	530	1,435	(905)
Consulting fees	650	464	186
Travelling, representation and convention	202	120	82
Office and administration (c)	1,248	1,542	(294)
Stock exchange, authorities, and communication (d)	251	84	167
Depreciation and amortization	36	60	(24)
Other financial fees	5	4	1
Grants	—	(46)	46
General and administrative expenses	6,856	6,183	673

a)	The increase of $1,423 in share-based compensation expenses for the three-month period ended March 31, 2025, is mainly due to options granted to key employees in April 2024, that vest upon a positive FID.

The decrease in professional fees of $905 for the three-month period ended March 31, 2025, is mostly due to legal fees in connection with the private placement with GM and Panasonic completed in February 2024. For more details on the accounting treatment of this transaction, refer to Note 8 of the condensed consolidated interim unaudited financial statements.

c)	The decrease in office and administration fees of $294 for the three-month period ended March 31, 2025, is mainly due to lower Director & Officer insurance fees.

d)	The increase in stock exchange, authorities, and communication fees of $167 for the three-month period ended March 31, 2025, is mainly due to the Company’s uplisting on the Toronto Stock Exchange in January 2025.

NET FINANCIAL COSTS

The decrease of $4,208 in financial costs for the three-month period ended March 31, 2025, is mainly due to lower interest and accretion expenses on the convertible notes, following the completion of the private placement with Mitsui and Pallinghurst on May 2, 2024, for the surrender and cancellation of their convertible notes. The decrease is also explained by a $450 loss recognized in the prior year related to the decline in the market value of Mason Resources Inc. shares, as well as a foreign exchange gain in 2025, compared to a loss for the same period in 2024.

Management Discussion and Analysis

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LIQUIDITY AND FUNDING

As at March 31, 2025, the difference between the Company’s current assets and current liabilities was $53,950, including $88,988 in cash and cash equivalents.

Liquidity risk is the risk that the Company encounters difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset.

The Company manages its liquidity risk by using budgets that enable it to determine the amounts required to fund its exploration, evaluation, and development expenditure programs. The Company’s liquidity and operating results may be adversely affected if the Company’s access to the capital markets or other alternative forms of financing is hindered, whether because of a downturn in stock market conditions generally or related to matters specific to the Company. The Company has historically generated cash flow primarily from its financing activities.

As at March 31, 2025, $41,852 ($46,976 as at December 31, 2024) have contractual maturities of less than one year, except for the Derivative warrants liabilities, which are recorded in short-term liabilities due to their conversion features. The Company regularly evaluates its cash position to ensure preservation and security of capital as well as maintenance of liquidity.


				As at March 31, 2025
	Carrying	Contractual	Remainder of	Year	Year	2028 and
	amount	cash flows	the year	2026	2027	Onward
	$	$	$	$	$	$
Accounts payable and other	13,435	13,435	13,435	—	—	—
Lease liabilities	1,647	1,863	457	370	273	763
Borrowings	953	1,050	225	300	300	225
Convertible Notes – Host[i]	16,690	17,970	17,970	—	—	—

[i]The Convertible Notes are translated at the spot rate as of March 31, 2025.

For the three-month period ended March 31, 2025, the Company had an average monthly cash expenditure rate of approximately $5,546, including additions to property, plant and equipment, deposits to suppliers and all operating expenses. This expenditure rate can be adjusted to preserve liquidity. The Company anticipates it will continue to have negative cash flows from operating activities in future periods at least until commercial production is achieved. Significant additional financing will be needed to bring the Matawinie Mine and the Bécancour Battery Material Plant to commercial production.


	For the three-month periods ended
Cash flows provided by (used in)	March 31, 2025	March 31, 2024
	$	$
Operating activities before the net change in working capital items	(12,679)	(11,489)
Net change in working capital items	(768)	(917)
Operating activities	(13,447)	(12,406)
Investing activities	(3,191)	(2,223)
Financing activities	(659)	66,443
Effect of exchange rate changes on cash and cash equivalents	(11)	(113)
Increase (decrease) in cash and cash equivalents	(17,308)	51,701

OPERATING ACTIVITIES

For the three-month period ended March 31, 2025, cash outflows from operating activities totaled $13,447, while cash outflows totaled $12,406 for the same period in 2024. When excluding non-cash items, the cash outflows relating to operating activities were higher, as described in the above sections.

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INVESTING ACTIVITIES

For the three-month period ended March 31, 2025, cash used in investing activities totaled $3,191 whereas for the same period in 2024, investing activities totaled $2,223. The variance is mainly due to continued progress and investments in property, plant, and equipment for the Phase-2 Matawinie Mine in 2025, partially offset by higher grants cashed in connection with the Battery Material Demonstration Plants in 2025.

FINANCING ACTIVITIES

For the three-month period ended March 31, 2025, the Company had a net outflow of $659 related to financing, compared to a net cash inflow of $66,443 for the same period in 2024. The variance is mainly due to the closing of the private placement with GM and Panasonic for gross proceeds of $67,870 in 2024.

ADDITIONAL INFORMATION

RELATED PARTY TRANSACTIONS

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


	For the three-month periods ended
	March 31, 2025	March 31, 2024
	$	$
Key management compensation
Wages and short-term benefits	345	550
Share-based payments	2,095	436
Board fees	230	224

Pallinghurst has been identified as a related party due to its influence on the Board of Directors, with two representative members on the Board, as well as its 12.03% ownership stake in the Company as at March 31, 2025.

OFF-BALANCE SHEET TRANSACTIONS

There are no off-balance sheet transactions.

CRITICAL ACCOUNTING ESTIMATES, NEW ACCOUNTING POLICIES, JUDGEMENTS AND ASSUMPTIONS

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

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Refer to note 16 in the condensed consolidated interim unaudited financial statements for the three-month period ended March 31, 2025.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

Refer to note 17 in the condensed consolidated interim unaudited financial statements for the three-month period ended March 31, 2025.

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CAPITAL STRUCTURE


		As at May 14, 2025
Common shares		152,261,189
Options		9,709,000
Warrants		83,432,538
Warrants - Convertible Notes		2,500,000
Convertible Notes		2,500,000
Other reserves - settlement of interests on Convertible Notes		1,356,001
Fully diluted		251,758,728

SUBSEQUENT EVENTS TO MARCH 31, 2025

There are no subsequent events to report.

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

Disclosure Controls and Procedures

The Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") of the Company have designed, or caused to be designed, disclosure controls and procedures ("DC&P") under their supervision, to provide reasonable assurance that material information pertaining to the Company is promptly communicated to Management, particularly during the period in which the filings are being prepared. These procedures ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by the Company under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation.

Internal Control over Financial Reporting

Internal controls over financial reporting (“ICFR”) are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS Accounting Standards. Management is also responsible for the design of the Company's internal control over financial reporting in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards.

There have been no changes in the Company's ICFR that occurred during the period beginning on January 1, 2025, and ending on March 31, 2025, which have materially affected or are reasonably likely to materially affect the company’s ICFR. The CEO and CFO have signed form 52‐109F2, Certification of Interim Filings, which can be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

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

Management Discussion and Analysis

Table of Contents

ADDITIONAL INFORMATION AND CONTINUOUS DISCLOSURE

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

May 14, 2025


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

Management Discussion and Analysis

EX-99.3 4 nmg-20250514xex99d3.htm EX-99.3

Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Éric Desaulniers, President & Chief Executive Officer of Nouveau Monde Graphite Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Nouveau Monde Graphite Inc. (the "issuer") for the interim period ended March 31, 2025.

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

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

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

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

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

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

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

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

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

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

5.3Limitation on scope of design: N/A

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.


Date: May 14, 2025

/s/ Éric Desaulniers
Éric Desaulniers
President & Chief Executive Officer

EX-99.4 5 nmg-20250514xex99d4.htm EX-99.4

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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

1.Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Nouveau Monde Graphite Inc. (the "issuer") for the interim period ended March 31, 2025.

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

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

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

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

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

5.3Limitation on scope of design: N/A


Date: May 14, 2025

/s/ Charles-Olivier Tarte
Charles-Olivier Tarte
Chief Financial Officer