NMG Announces Overnight Marketed Public Offering
PRESS RELEASE
For immediate release
NMG Announces Overnight Marketed Public Offering
MONTRÉAL, CANADA, December 17, 2025 – Nouveau Monde Graphite Inc. (“NMG” or the
“Company”) (NYSE: NMG, TSX: NOU) intends to commence an overnight marketed public offering
of common shares of the Company (“Common Shares”) (the “Offering”).
Maxim Group LLC is acting as sole placement agent for the Offering.
The number and pricing of Common Shares offered pursuant to the Offering will be determined
in the course of marketing and in the context of market conditions and other factors, with the
final terms of the Offering to be determined at the time the Company enters into a definitive
placement agency agreement with the placement agent (the “Placement Agency Agreement”).
The Company intends to use the net proceeds from the Offering for procurement of long -lead
equipment to initiate certain construction activities, and to cover detailed engineering and
indirect costs for the Matawinie Mine project, to fund engineering activ ities to deliver an AACE
class 3 estimate for the 13ktpy Bécancour Battery Material Plant project, and to fund general
working capital and corporate expenditures.
The Common Shares to be offered under the Offering will be offered solely in the United States
pursuant to a supplement to the Company’s registration statement on Form F-10 registering the
Common Shares under the United States Securities Act of 1933, as amended, (the “U.S. Securities
Act”) pursuant to the Multi -Jurisdictional Disclosure System adopted by the United States and
Canada (the “MJDS”). No Common Shares will be offered or sold in Canada.
In connection with the Offering, the Company will file a preliminary prospectus supplement and
will file a final prospectus supplement (together, the “Prospectus Supplement”) to the Company’s
existing short form base shelf prospectus dated December 5, 2025 filed in Canada (the “Base Shelf
Prospectus”) an d the Company’s United States registration statement on Form F -10 (the
“Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”)
under the U.S. Securities Act, pursuant to the MJDS. The Prospectus Supplement, the Base Shelf
Prospectus and the Registration Statement contain important information about the Company
and the Offering. Prospective investors should read the Prospectus Supplement, the Base Shelf
Prospectus, the Regi stration Statement and the documents incorporated by reference therein
before making an investment decision. The Prospectus Supplement when filed in Canada
(together with the related Base Shelf Prospectus) will be available on SEDAR+ at
www.sedarplus.ca. The Prospectus Supplement when filed in the United States (together with the
Registration Statement) will be available on the SEC’s website at www.sec.gov . Copies of the
preliminary prospectus supplement and accompanying prospectus may be obtained by
contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention:
Syndicate Department, or by telephone at (212) 895 -3745 or by email at
[email protected]. The Prospectus Supplement contains important, detailed information
about the Company and the proposed Offering. Prospective investors should read the Prospectus
Supplement (when filed) before making an investment decision.
Closing of the Offering will be subject to a number of customary closing conditions, including NMG
receiving all necessary regulatory approvals and the approval of the Toronto Stock Exchange and
the New York Stock Exchange. There can be no assurance as to whether or when the Offering will
be completed, or as to size or terms of the Offering.
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, defense, 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 c hain traceability.
www.NMG.com
Contact
MEDIA INVESTORS
Julie Paquet
VP Communications & ESG Strategy
+1-450-757-8905 #140
Marc Jasmin
Director, Investor Relations
+1-450-757-8905 #993
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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 information concerning the Offering, including the
jurisdictions in which the Common Shares will be offered, the anticipated offering size, the entering into of
the Placement Agency Agreement, the completion of the Offering, the anticipated use of the net proceeds
from the Offering, the receipt of all necessary approvals, and the expected results of the initiatives described
in this press release, and those statements which are discussed under the “About Nouveau Monde”
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 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.
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 event s to differ materially from current expectations include, among
others, availability financing or financing on favorable terms for the Company, delays in finalizing the
definitive agreements, delays in reaching FID, and general economic conditions, as well as earnings, capital
expenditure, cash flow and capital structure risks and general business risks. A further description of risks
and uncertainties can be found in NMG’s Base Shelf Prospectus dated December 5, 2025, and NMG’s Annual
Information Form dated March 31, 2025, in the section entitled “Risk Factors”. These documents are
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.