NMG Discloses Annual General & Special Meeting Voting Results and Announces the Signature of Definitive Offtake Agreement with the Government of Canada
NMG Discloses Annual General & Special Meeting Voting Results and
Announces the Signature of Definitive Offtake Agreement with the
Government of Canada
Appointment of the directors and adoption of all resolutions submitted to
shareholders
Approval by NMG shareholders of private placement for an aggregate amount of
approximately US$213M by Canada Growth Fund Inc., the Government of Québec
via Investissement Québec and ENI International B.V.
Signature of the definitive offtake agreement with the Government of Canada
MONTRÉAL--(BUSINESS WIRE)--May 13, 2026--Nouveau Monde Graphite Inc. (“NMG” or
the “Company”) (NYSE: NMG, TSX: NOU) held its virtual Annual General and Special
Meeting of Shareholders (the “Meeting”) today which was supplemented with a corporate
presentation on market perspectives and on the Company’s development of the Phase-2
Matawinie Mine and the progress on the Bécancour Battery Material Plant project.
Eric Desaulniers, Founder, President, and CEO of NMG, declared: “We are very pleased with
the signing of this binding offtake with the Government of Canada which, in combination with
other offtakes already signed with Traxys and Panasonic Energy will allow for a healthy
diversification of our sales mix by addressing the needs of key flake graphite markets, namely,
the lithium-ion battery market, refractory bricks and specialty applications. We are especially
proud to be part of the Government’s vision to maintain and broaden Canada’s leadership role
in supplying our G7 allies which will surely translate over time into new business opportunities
for NMG in support of our future growth. We’d also like to welcome to the Board the newly
appointed experienced executive, Mr. Hubert T. Lacroix, as Director of NMG! I take this
opportunity to thank again the other Directors who were re-elected today at the shareholders’
meeting for all their support and contribution to the Company’s sound governance.”
Daniel Buron, Chair of NMG, stated: “On behalf of the Board of Directors, I am pleased to
welcome you as our newest Board member. Your experience, leadership, and perspective will be
a valuable addition to our Board as we continue to guide and support the organization’s mission
and strategic priorities. We are confident that your contributions will strengthen our discussions
and decision-making processes.”
Matters Voted upon at the Meeting and Results
Shareholders adopted all resolutions submitted for their approval, including the private
placements (collectively, the “Private Placements”) to the Government of Québec via
Investissement Québec (“IQ”), Canada Growth Fund Inc. (“CGF”) and ENI International B.V.
(“ENI”), in each case at a price of US$1.84 per common share in the capital of the Company (the
“Common Shares”) as previously announced by the Company on April 9, 2026. The complete
voting results for each item of business are as follows:
ELECTION OF DIRECTORS
Each of the eight nominees listed in the Company’s management information circular dated
April 22, 2026 (the “Circular”) provided in connection with the Meeting were elected as
directors of the Company.
Name of Nominees Votes in Favor % Votes in
Favor Votes Against % Votes
Against
Daniel Buron 106,718,657 99.84% 171,599 0.16%
Eric Desaulniers 106,732,707 99.85% 157,549 0.15%
Paola Farnesi 106,677,140 99.80% 213,118 0.20%
Édith Jacques 106,680,678 99.80% 209,580 0.20%
Hubert T. Lacroix 106,717,867 99.84% 172,389 0.16%
Stéphane Leblanc 106,678,666 99.80% 211,592 0.20%
Nathalie Pilon 106,686,835 99.81% 204,423 0.19%
Chantal Sorel 106,666,952 99.79% 223,306 0.21%
APPOINTMENT AND COMPENSATION OF PRICEWATERHOUSE COOPERS LLP
AS AUDITOR
PricewaterhouseCoopers LLP is appointed as the auditor of the Company to hold office until the
close of the next annual meeting of the Company and the directors are authorized to set its
compensation.
Votes in Favor % Votes in Favor Votes Withheld % Votes Withheld
112,664,827 99.86% 162,224 0.14%
PRIVATE PLACEMENTS, WARRANT AMENDMENTS AND NEW CONTROL
PERSONS
The resolutions set out in Schedule “A”, “B”, “C”, “D” and “E” of the Circular related to the
Private Placements, certain amendments to outstanding warrants of the Company to acquire
Common Shares held by each of IQ and CGF and the authorization for IQ and/or CGF to hold
more than 20% of the Common Shares issued and outstanding, on a non-diluted basis, are
adopted with the following results:
RESOLUTIONS IN FAVOR AGAINST
Votes % Votes %
IQ private placement (as set out in
Schedule “A” of the Circular)
80,927,383 99.60% 325,614 0.40%
CGF private placement (as set out in
Schedule “B” of the Circular)
86,739,893 99.64% 309,093 0.36%
IQ, CGF and ENI private placement (as set
out in Schedule “C” of the Circular)
61,061,612 99.43% 350,116 0.57%
Amendment of IQ and CGF warrants (as
set out in Schedule “D” of the Circular)
61,050,925 99.41% 360,804 0.59%
Authorization for each of CGF and IQ to
hold more than 20% of the Common
Shares (as set out in Schedule “E” of the
Circular)
61,045,160 99.40% 366,566 0.60%
Details of the voting results on all matters considered at the Meeting are available in the
Company’s report of voting results, which is available under NMG’s profile on SEDAR+ at
www.sedarplus.ca and on EDGAR at www.sec.gov.
Warrant Amendments
As more fully set forth in the Circular, the Company intends to amend each of (a) the warrant
certificate dated December 20, 2024 issued to CGF and representing warrants to purchase
19,841,269 Common Shares (the “CGF Warrants”) to (i) extend the expiry date of such CGF
Warrants to December 20, 2030, and (ii) make certain additional housekeeping amendments and
(b) the warrant certificate dated December 20, 2024 issued to IQ and representing warrants to
purchase 19,841,269 Common Shares (the “IQ Warrants”) to (i) extend the expiry date of such
IQ Warrants to December 20, 2030, and (ii) make certain additional housekeeping amendments.
Each of the amended and restated warrant certificates in respect of each of the CGF Warrants
and the IQ Warrants will be executed and come into effect on or about May 28, 2026 in
accordance with section 608 of the TSX Company Manual. At the Meeting, shareholders have
authorized the Company to issue Common Shares in accordance with the terms of the CGF
Warrants and/or the IQ Warrants that would allow IQ and/or CGF to hold more than 20% of the
Common Shares issued and outstanding (on a non-diluted basis).
Government of Canada Definitive Offtake Agreement
On the basis of the previously announced updated long-form term sheet, NMG and the
Government of Canada, represented by Public Services and Procurement Canada (“PSPC”), have
signed the definitive binding offtake agreement for the supply, storage and marketing of 30,000
tonnes per annum of graphite concentrate from the Company’s Phase 2 Matawinie Mine in
Québec, Canada. The agreement covers a seven-year term as of the start of commercial
production on a take-or-pay basis, with a North American fixed price and an upside-sharing
mechanism where resale proceeds exceed the fixed price.
About Nouveau Monde Graphite
Nouveau Monde Graphite is an integrated company developing responsible mining and
advanced processing operations to supply the global economy with carbon-neutral advanced
graphite materials. The Company is developing in Québec, Canada, a fully integrated ore-to-
processed-graphite value chain to serve tomorrow’s industries in energy, advanced technology,
and manufacturing. With recognized ESG standards and structuring partnerships with major
customers, NMG is set to become a strategic supplier of advanced materials to leading
specialized manufacturers while promoting sustainability, innovation, and supply chain
traceability. www.NMG.com
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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 satisfaction of closing conditions with respect to the Private Placement, the
Company’s ability to raise all funds needed to complete the Phase-2 Matawinie Mine, the
expected use of proceeds from the Private Placement, the Company’s ability to secure a positive
FID for the Phase-2 Matawinie Mine, the Company’s ability to execute the amended and
restated warrant certificates in respect of each of the CGF Warrants and the IQ Warrants, the
Company’s ability to execute the construction and the commissioning as planned and in
accordance with the execution plan and strategy, the ability of all contractors and suppliers of
the Company to deliver in accordance with their commitment, the receipt of all necessary
regulatory approvals and stock exchange approvals including the Company’s ability to obtain
final approval from the TSX and the NYSE, as applicable, the expected closing date of the
Private Placements and the expected results of the initiatives described in this press release, and
those statements which are discussed under the “About Nouveau Monde Graphite” paragraph
and elsewhere in the press release which essentially describe the Company’s outlook and
objectives.
Forward-looking statements are based upon a number of estimates and assumptions that, while
considered reasonable by the Company as of the time of such statements, are inherently subject
to significant business, economic and competitive uncertainties and contingencies. These
estimates and assumptions are not guarantees of future performance and may prove to be
incorrect. Moreover, these forward-looking statements are based upon various underlying
factors and assumptions, including the ability of the Company to complete the Private
Placements on the terms described herein or at all, the ability of the Company to satisfy all of the
closing conditions on the Private Placements, the ability of the Company to receive all necessary
regulatory and stock exchange approvals, the Company’s ability to execute the amended and
restated warrant certificates in respect of each of the CGF Warrants and the IQ Warrants, the
Company’s ability to execute the construction and the commissioning as planned and in
accordance with the execution plan and strategy, are not guarantees of future performance.
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 satisfy all closing conditions for the Private
Placements, failure to execute the amended and restated warrant certificates in respect of each
of the CGF Warrants and the IQ Warrants, failure to obtain necessary regulatory or stock
exchange approvals, and delays in completing the Private Placements, as well as earnings,
capital expenditure, cash flow and capital structure risks and general business risks. A further
description of risks and uncertainties can be found in NMG’s Annual Information Form dated
March 25, 2026, including in the section thereof captioned “Risk Factors”, which is available
on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Unpredictable or unknown
factors not discussed in this Cautionary Note could also have material adverse effects on
forward-looking statements.
Many of these uncertainties and contingencies can directly or indirectly affect, and could cause,
actual results to differ materially from those expressed or implied in any forward-looking
statements. There can be no assurance that forward-looking statements will prove to be
accurate, as actual results and future events could differ materially from those anticipated in
such statements. Forward-looking statements are provided for the purpose of providing
information about management’s expectations and plans relating to the future. The Company
disclaims any intention or obligation to update or revise any forward-looking statements or to
explain any material difference between subsequent actual events and such forward-looking
statements, except to the extent required by applicable law.
Further information regarding the Company is available in the SEDAR+ database
(www.sedarplus.ca), and for United States readers on EDGAR (www.sec.gov), and on the
Company’s website at: www.NMG.com.
Contacts
MEDIA
Julie Paquet
VP Communications & ESG Strategy
+1-450-757-8905 #140
INVESTORS
Marc Jasmin
Director, Investor Relations
+1-450-757-8905 #993