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Nouveau Monde Graphite Inc (2)
Symbol NOU
Shares Issued 160,826,539
Close 2026-05-15 C$ 2.61
Market Cap C$ 419,757,267
Recent Sedar+ Documents

Nouveau Monde closes $309.5-million (U.S.) financing

2026-05-15 17:02 ET - News Release

Ms. Julie Paquet reports

NMG COMPLETES PREVIOUSLY ANNOUNCED US$309.5 MILLION EQUITY FINANCING PACKAGE CONFIRMING FID FOR THE PHASE-2 MATAWINIE MINE

Nouveau Monde Graphite Inc. has closed its previously announced private placement with Canada Growth Fund Inc. (CGF), the government of Quebec via Investissement Quebec (IQ) and ENI SpA (ENI), representing aggregate gross proceeds of approximately $213.16-million (U.S.). Pursuant to the private placement, each of CGF, IQ and ENI subscribed for 44,452,460 common shares of the company, 33,351,853 common shares and 38,043,478 common shares, respectively, at a price of $1.84 (U.S.) per common share ($2.55 (Canadian) per common share based on the Bank of Canada exchange rate as of April 8, 2026). The closing of the private placement was conditional upon, among other things, the receipt of various shareholder approvals in accordance with applicable rules of the Toronto Stock Exchange and Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions, which were obtained on May 13, 2026.

The private placement took place as part of the financing package for the phased development of the commercial operations of the Matawinie mine (phase 2 Matawinie mine).

Exchange of the subscription receipts

Nouveau Monde is also pleased to announce that, upon the closing of the private placement, the escrow release conditions set forth in the subscription receipt agreement entered into between Nouveau Monde, TSX Trust Company, BMO Capital Markets and National Bank Capital Markets in connection with the previously announced concurrent bought deal public offering, have been satisfied.

Therefore, immediately following the closing of the private placement, the company delivered an escrow release notice and direction to the subscription receipt agent and the bookrunners, acting on behalf of a syndicate of underwriters, certifying that the escrow release conditions had been satisfied. In accordance with the escrow release notice and direction, the gross proceeds of the offering (less the remaining 50 per cent of the underwriters' fee and the expenses and costs relating to the offering) held in escrow by the subscription receipt agent were released to the company. Consequently, the 52.44 million subscription receipts of the company (Toronto Stock Exchange: NOU.R.U) issued on April 16, 2026, at the offering price, for aggregate gross proceeds of $96,489,600 (U.S.), will be automatically exchanged for 52.44 million common shares, without payment of additional consideration and without any further action on the part of the holders.

The company expects that trading of the subscription receipts will be halted by the TSX today, that the transfer register maintained by the subscription receipt agent will be closed, and that the subscription receipts will be delisted by the TSX after close of business today. Immediately following the closing of the private placement and the exchange of the 52.44 million subscription receipts of the company for 52.44 million common shares, there will be 329,114,330 common shares issued and outstanding.

Confirmation of Matawinie mine FID and use of proceeds

With the closing of the private placement and the release of the offering proceeds, and on the basis of the previously announced senior project debt facilities of $335-million (U.S.) commitment, Nouveau confirms the final investment decision (FID) for the phase 2 Matawinie mine. The company intends to use the net proceeds from the offering and the private placement, as well as the funds under the facilities, when available, for: (i) financing the design, engineering and construction of the phase 2 Matawinie mine; and (ii) general and administrative expenses and general working capital of the company.

Appointment of two executives

Nouveau is pleased to announce the appointments of Josee Gagnon as chief legal officer (CLO) and Martine Paradis as chief of sustainability and culture officer (CSCO), further strengthening the company's executive leadership team as it advances its strategic growth objectives and commitment to responsible business practices.

As chief legal officer, Ms. Gagnon will continue to oversee all legal, governance, compliance and corporate affairs matters for the company. Bringing extensive experience in corporate law, regulatory affairs and strategic transactions, she will play a key role in supporting the company's continued development and long-term success.

As chief sustainability and culture officer, Ms. Paradis will lead the company's sustainability strategy, including environmental stewardship, stakeholder and indigenous engagement, integration of ESG (environmental, social and governance) criteria, and critical infrastructure design and governance across projects. She will also oversee talent and culture to support growth and organizational strength. Her leadership will contribute to the company's commitment to responsible operations and long-term value creation for shareholders and communities.

"We are delighted to welcome both Josee and Martine to our executive leadership team," said Eric Desaulniers, chief executive officer of the company. "Their respective expertise, leadership and vision will be instrumental as we continue to execute our strategy, strengthen our governance framework and advance our sustainability objectives."

The appointments reflect Nouveau's continuing commitment to operational excellence, strong governance and sustainable growth.

CGF-related disclosure required under the early warning system

Immediately prior to the private placement, CGF had ownership and control over an aggregate of 19,841,269 common shares, representing approximately 12.34 per cent of the issued and outstanding common shares on a non-diluted basis and 19,841,269 common share purchase warrants, representing in the aggregate approximately 21.96 per cent of the issued and outstanding common shares on a partially diluted basis assuming the full exercise of the CGF warrants only.

Immediately after the completion of the private placement and the exchange of the subscription receipts, CGF has ownership and control over 64,293,729 common shares, representing approximately 19.54 per cent of the issued and outstanding common shares on a non-diluted basis, and the CGF warrants, representing in the aggregate approximately 24.11 per cent of the issued and outstanding common shares on a partially diluted basis assuming the full exercise of the CGF warrants only.

CGF acquired the common shares for investment purposes only and not with a view to materially affecting control of Nouveau. Depending upon market conditions and other factors, including pursuant to certain rights granted to CGF under the investor rights agreement dated as of Dec. 20, 2024, entered into between Nouveau and CGF, CGF may, from time to time, acquire or dispose of additional securities of Nouveau, in the open market, by private agreement or otherwise, or acquire interests in or enter into related financial instruments involving a security of Nouveau.

A copy of CGF's early warning report with respect to the private placement will be filed on SEDAR+ promptly, and, in any event, within two business days from the date hereof. For more information or to obtain a copy of the report, please contact Mathieu St-Amand, Canada Growth Fund Investment Management Inc., senior manager of CGF, at 514-925-1500. The principal place of business of CGF is located at: c/o Canada Growth Fund Investment Management Inc., 1250 Rene-Levesque Blvd. West, suite 1400, Montreal, Que., H3B 5E9. The head office of the company is located at 481 Rue Brassard, Saint-Michel-des-Saints, Que., J0K 3B0.

IQ-related disclosure required under the early warning system

Immediately prior to the private placement, IQ had beneficial ownership of (i) 25,637,260 common shares, representing approximately 15.94 per cent of the issued and outstanding common shares on a non-diluted basis; (ii) 19,841,269 common share purchase warrants; (iii) $12.5-million (U.S.) principal amount of convertible note (the IQ note) convertible into 2.5 million units, each unit comprises one common share and one common share purchase warrant, at a conversion price of $5.00 (U.S.); and (iv) up to 1,920,959 additional common shares issuable in connection with accrued interest under the IQ note, which in the aggregate, assuming the conversion in whole of the IQ note, the exercise of the common share purchase warrants comprised in the units issued upon conversion of the IQ note and the exercise of the IQ warrants, represented approximately 27.93 per cent of the issued and outstanding common shares on a partially diluted basis (assuming exercise of the IQ warrants, conversion of the IQ note and exercise of the common share purchase warrants comprised in the units issued upon conversion of the IQ note only).

Immediately after the completion of the private placement and the exchange of the subscription receipts, IQ is the beneficial owner of (i) 58,989,113 common shares, which represents approximately 17.92 per cent of the issued and outstanding common shares on a non-diluted basis, (ii) the IQ warrants; (iii) the IQ note; and (iv) up to 1,920,959 additional common shares issuable in connection with accrued interest under the IQ note. Assuming the conversion in whole of the IQ note, the exercise of the common share purchase warrants comprised in the units issued upon conversion of the IQ note and the exercise of the IQ warrants, IQ would be the beneficial owner of an aggregate of 85,751,341 common shares, which in the aggregate represent approximately 24.10 per cent of the issued and outstanding common shares, on a partially diluted basis (assuming exercise of the IQ warrants, conversion of the IQ note and exercise of the common share purchase warrants comprised in the units issued upon conversion of the IQ note only).

IQ intends to hold its common shares, the IQ warrants and the IQ note for investment purposes and could, subject to certain conditions, including market conditions, increase or decrease its beneficial ownership of (or its control or direction over), common shares and convertible securities, including via market purchase, private agreement, new issuance or exercise of convertible securities.

A copy of the early warning report with respect to the private placement will be filed on SEDAR+. For more information or to obtain a copy of the report, please contact Isabelle Fontaine, directrice principale, reputation, affaires publiques et gouvernementales, Investissement Quebec, at 1-866-870-0437. The head office of IQ is located at 1195 Ave. Lavigerie, bureau 060, Quebec, G1V 4N3. The head office of the company is located at 481 Rue Brassard, Saint-Michel-des-Saints, Que., J0K 3B0.

ENI-related disclosure required under the early warning system

Prior to the subscription of 38,043,478 common shares by ENI, ENI did not own or control, directly or indirectly, any securities of Nouveau.

Immediately after the completion of the private placement and the exchange of the subscription receipts, ENI has beneficial ownership of or owns or controls, directly or indirectly, 38,043,478 common shares, which represents approximately 11.56 per cent of the issued and outstanding common shares, on a non-diluted basis.

ENI acquired the common shares for investment purposes only and not with a view to materially affecting control of Nouveau. Depending upon market conditions and other factors, including pursuant to certain rights granted to ENI under the investor rights agreement dated as of May 15, 2026, entered into between Nouveau and ENI, ENI may, from time to time, acquire or dispose of additional securities of Nouveau, in the open market, by private agreement or otherwise, or acquire interests in or enter into related financial instruments involving a security of Nouveau.

A copy of ENI's early warning report with respect to the private placement will be filed on SEDAR+. For more information or to obtain a copy of the report, please contact the head of company secretariat at 800-94-09-24 (when calling from Italy) or 800-11-22-34-56 (outside of Italy). The registered head office of ENI is located at Piazzale Enrico Mattei, 1, Rome, Italy. The head office of the company is located at 481 Rue Brassard, Saint-Michel-des-Saints, Que., J0K 3B0.

Regulation 61-101 disclosure

The portion of the private placement to each of CGF and IQ is a related party transaction within the meaning of Regulation 61-101. Reference is made to the company's management information circular dated April 22, 2026, prepared and filed in connection with the annual general and special meeting of the company held on May 13, 2026, for additional details on the private placement.

About Nouveau Monde Graphite Inc.

Nouveau Monde Graphite is an integrated company developing responsible mining and advanced processing operations to supply the global economy with carbon-neutral advanced graphite materials. The company is developing in Quebec, Canada, a fully integrated ore-to-processed graphite value chain to serve tomorrow's industries in energy, advanced technology and manufacturing. With recognized ESG (environmental, social and governance) standards and structuring partnerships with major customers, Nouveau is set to become a strategic supplier of advanced materials to leading specialized manufacturers while promoting sustainability, innovation and supply chain traceability.

We seek Safe Harbor.

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