NMG Announces Closing of US$96.5 Million Equity Public Offering
NMG Announces Closing of US$96.5 Million Equity Public Offering
MONTRÉAL--(BUSINESS WIRE)--April 16, 2026--As part of the financing package for the phased
development of the commercial operations of its Matawinie Mine (“Phase-2 Matawinie Mine”), Nouveau
Monde Graphite Inc. (“NMG” or the “Company”) (NYSE: NMG, TSX: NOU) closed today its previously
announced bought deal public offering of 52,440,000 subscription receipts (the “Subscription Receipts”), which
includes the exercise in full of the over-allotment option, at a price of US$1.84 per Subscription Receipt, for
gross proceeds to the Company of approximately US$96.5 million (the “Offering”).
The Subscription Receipts will begin trading today on the Toronto Stock Exchange under the symbol
“NOU.R.U”.
Each Subscription Receipt represents the right to receive, for no additional consideration and without further
action, one Common Share upon satisfaction of certain release conditions, including the completion of the
previously announced concurrent private placement of approximately US$213 million (the “Private Placement”)
which is conditional upon, among other things, receipt of the shareholder approvals for the Private Placement
(collectively, the “Release Conditions”). The gross proceeds from the Offering (less 50% of the Underwriters’
Fee (as defined below)) has been deposited and will be held in escrow pending the satisfaction of the Release
Conditions. The Private Placement is expected to close on or about May 15, 2026, and will occur immediately
prior to the issuance of the Common Shares underlying the Subscription Receipts issued in the Offering.
The Offering was conducted on a bought deal basis through a syndicate of underwriters (the “Underwriters”) led
by BMO Capital Markets and National Bank Capital Markets (the “Bookrunners”). In consideration for the
services rendered by the Underwriters, the Company has agreed to pay the Underwriters a cash fee equal to 5%
of the gross proceeds of the Offering (the “Underwriters’ Fee”).
Together with the previously announced senior project debt facilities of US$335 million commitment (the
“Facilities”) and on the basis of accessing the Facilities committed, the net proceeds from the equity financing,
once available to the Company, are expected to fully fund the Phase‑2 Matawinie Mine and position NMG to
advance toward final investment decision (“FID”) and construction. The Company intends to use the net
proceeds from the Offering and the Private Placement, and the funds available under the Facilities for funding
the design, engineering and construction of the Phase-2 Matawinie Mine, and for general and administrative
expenses and general working capital of the Company.
If (i) the Release Conditions are not satisfied prior to 5:00 p.m. (Montréal time) on July 31, 2026; (ii) a
“termination event” occurs, as such term is defined in the subscription receipt agreement to be entered into
between NMG and the subscription receipt agent, or (iii) the Company has advised the Bookrunners and the
subscription receipt agent or announced to the public that it does not intend to proceed with obtaining the
shareholder approvals or completing the Private Placement (the date on which the earliest any such termination
event occurs, the “Termination Date”), holders of Subscription Receipts will receive the full purchase price of
the Subscription Receipt, together with their pro rata portion of income (including interest) generated thereon,
calculated from the date of the closing of the Offering and up to but excluding the Termination Date (less any
applicable withholding taxes). Fifty percent (50%) of the Underwriters’ Fee has been paid and remitted to the
Underwriters, and the remaining fifty percent (50%) will be paid upon, and subject to, the satisfaction of the
Release Conditions.
In connection with the Offering, the Company has filed a prospectus supplement (a preliminary supplement
followed by a final supplement) which has been filed in all provinces of Canada (excluding the territories) (the
“Prospectus Supplements”) to the short form base shelf prospectus of the Company dated December 5, 2025 (the
“Base Shelf Prospectus”) and the Company’s United States registration statement on Form F-10, as amended
(File No. 333-291778) (the “Registration Statement”) filed with the United States Securities and Exchange
Commission (the “SEC”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”),
pursuant to the multijurisdictional disclosure system. The final Prospectus Supplements filed in Canada (together
with the related Base Shelf Prospectus) are available on SEDAR+ at www.sedarplus.ca. The final Prospectus
Supplements filed in the United States (together with the Base Shelf Prospectus) are available on the SEC’s
website EDGAR at www.sec.gov. Copies of the Prospectus Supplements, the corresponding Base Shelf
Prospectus and any amendment to the documents may be obtained, without charge, from the Company, or in
Canada from BMO Capital Markets, Brampton Distribution Centre C/O The Data Group of Companies, 9195
Torbram Road, Brampton, Ontario, L6S 6H2 by telephone at 905-791-3151 Ext 4312 or by email at
[email protected], and in the United States by contacting BMO Capital Markets Corp., Attn:
Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036, or by telephone at (800)
414-3627 or by email at [email protected].
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there
be any sale of the securities in any province, state or jurisdiction in which such offer, solicitation or sale would
be unlawful prior to the registration or qualification under the securities laws of any such province, state or
jurisdiction. The securities being offered and the contents of this press release have not been approved or
disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the
Prospectus Supplement, the Base Shelf Prospectus or the Registration Statement.
About Nouveau Monde Graphite
Nouveau Monde Graphite is an integrated company developing responsible mining and advanced processing
operations to supply the global economy with carbon-neutral advanced graphite materials. The Company is
developing in Québec, Canada, a fully integrated ore-to-processed-graphite value chain to serve tomorrow’s
industries in energy, advanced technology, and manufacturing. With recognized ESG standards and structuring
partnerships with major customers, NMG is set to become a strategic supplier of advanced materials to leading
specialized manufacturers while promoting sustainability, innovation, and supply chain traceability.
www.NMG.com
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Cautionary Note Regarding Forward-Looking Information
This press release contains “forward-looking information” and “forward-looking statements” within the
meaning of applicable securities legislation (collectively, “forward-looking statements”), including, but not
limited to, statements relating to future events or future financial or operating performance of the Company and
reflect management’s expectations and assumptions regarding the Company’s growth, results, performance and
business prospects and opportunities. Such forward-looking statements reflect management’s current beliefs and
are based on information currently available to it. These forward-looking statements include, but are not limited
to the Company’s ability to successfully execute definitive agreements in respect of the Facilities, on the terms
and conditions described herein and/or set forth in the commitment letter or at all, completion of due diligence
by the providers of the Facilities, the expected use of proceeds from the Offering, the satisfaction of closing
conditions with respect to the Private Placement, the receipt of the shareholder approvals for the Private
Placement, the satisfaction of all of the Release Conditions under the subscription receipt agreement, the
Company’s ability to secure a positive FID for the Phase-2 Matawinie Mine, the execution of the construction
and the commissioning as planned and in accordance with the execution plan and strategy, the ability of all
contractors and suppliers of the Company to deliver in accordance with their commitment, the receipt of all
necessary regulatory approvals and stock exchange approvals, as applicable, the expected closing date of the
Private Placement, the expected date for the satisfaction of the Release Conditions, the listing of the Common
Shares issuable pursuant to the terms of the Subscription Receipts on the TSX and NYSE and the expected results
of the initiatives described in this press release, and those statements which are discussed under the “About
Nouveau Monde Graphite” paragraph and elsewhere in the press release which essentially describe the
Company’s outlook and objectives.
Forward-looking statements are based upon a number of estimates and assumptions that, while considered
reasonable by the Company as of the time of such statements, are inherently subject to significant business,
economic and competitive uncertainties and contingencies. These estimates and assumptions are not guarantees
of future performance and may prove to be incorrect. Moreover, these forward-looking statements are based
upon various underlying factors and assumptions, including the ability of the Company to complete the Private
Placement on the terms described herein or at all, the ability of the Company to obtain the shareholder
approvals, the ability of the Company to satisfy all of the closing conditions on the Private Placement, the
Company’s ability to satisfy all of the Release Conditions under the subscription receipt agreement, the ability of
the Company to receive all necessary regulatory and stock exchange approvals, the ability to execute the
construction and the commissioning as planned and in accordance with the execution plan and strategy, are not
guarantees of future performance.
Forward-looking statements are subject to known or unknown risks and uncertainties that may cause actual
results to differ materially from those anticipated or implied in the forward-looking statements. Risk factors that
could cause actual results or events to differ materially from current expectations include, among others, failure
to obtain the shareholder approvals, failure to satisfy all closing conditions for the Private Placement and the
Offering and failure to satisfy all of the Release Conditions pursuant to the subscription receipt agreement,
failure to obtain necessary regulatory or stock exchange approvals, and delays in completing the Private
Placement or the satisfaction of the Release Conditions, as well as earnings, capital expenditure, cash flow and
capital structure risks and general business risks. A further description of risks and uncertainties can be found in
NMG’s Annual Information Form dated March 31, 2025, including in the section thereof captioned “Risk
Factors”, which is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Unpredictable
or unknown factors not discussed in this Cautionary Note could also have material adverse effects on forward-
looking statements.
Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to
differ materially from those expressed or implied in any forward-looking statements. There can be no assurance
that forward-looking statements will prove to be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Forward-looking statements are provided for the purpose
of providing information about management’s expectations and plans relating to the future. The Company
disclaims any intention or obligation to update or revise any forward-looking statements or to explain any
material difference between subsequent actual events and such forward-looking statements, except to the extent
required by applicable law.
Further information regarding the Company is available in the SEDAR+ database (www.sedarplus.ca), and for
United States readers on EDGAR (www.sec.gov), and on the Company’s website at: www.NMG.com.
Contacts
MEDIA
Julie Paquet
VP Communications & ESG Strategy
+1-450-757-8905 #140
INVESTORS
Marc Jasmin
Director, Investor Relations
+1-450-757-8905 #993