🧾 What This Document Is

This is a Free Writing Prospectus (FWP). Think of it as a formal, legally-required advertisement or detailed summary for a major financial deal. It's filing April 9, 2026, and it announces that Nouveau Monde Graphite (NMG) has locked in a massive $297 million equity financing package. This is a critical step to fund its main mining project.

👉 Why it matters: For investors, this is a major de-risking event. The company is showing it has the capital lined up to build its mine. The filing's job is to give all the essential details of the deal to the public and regulators.

🏢 What The Company Does

Nouveau Monde Graphite is a Canadian company developing a fully integrated, sustainable source of graphite. They are building a "mine-to-battery material" business in Québec.

👉 In simple terms: Imagine a company that digs up a key mineral for electric vehicle batteries (graphite), then processes it into high-purity material all in one clean, traceable supply chain. That's NMG's goal. They aim to be a major, carbon-neutral supplier for companies like Panasonic.

💰 The Financing Package Breakdown

This is the core of the announcement: a $297 million equity raise, coming from two main parts.

🔒 The US$213 Million Private Placement

This is a direct investment from three big, strategic players:

• Canada Growth Fund (CGF): US$82 million
• Government of Québec (via Investissement Québec): US$61 million
• Eni S.p.A. (Italian global energy giant): US$70 million

They are buying new shares directly from NMG at US$1.84 per share. This deal requires shareholder approval because some investors (IQ and CGF) are already insiders.

🏦 The Concurrent US$84 Million Bought Deal

NMG is also selling 45.6 million "subscription receipts" to the public through a syndicate of banks (led by BMO and National Bank), also at US$1.84 per receipt.

👉 How it works: A subscription receipt is like a placeholder. Your money is held in escrow. If the big private placement (above) gets approved by shareholders, the placeholder automatically turns into a regular share. If the deal fails, you get your money back with interest.

🚀 Why This Money Matters: The Mine & The Plan

This $297 million in equity, combined with a US$335 million in project debt they already arranged, is expected to fully fund their flagship project.

• The Goal: Fund the Phase-2 Matawinie Mine to the point of a Final Investment Decision (FID) and then construction.
• What's FID? It's the point where the company's board officially says "Go" and commits all the capital to build the project. This financing gets them to that point.
• What's Next: With this mine funded, NMG's next big target is to get financing for its 13-ktpa Bécancour Battery Material Plant. They want to make that FID in the second half of 2026.

🤝 The Strategic Partnerships

The investors aren't just providing cash; they are strategic partners signaling confidence.

• Eni's Role: Besides the $70M investment, Eni signed a letter of intent to potentially buy 15,000 tonnes per year of graphite from the mine. They also get a board seat observer rights.
• Panasonic & Mitsui: These existing strategic investors have told NMG they intend to vote in favor of the deal. They've also expressed interest in investing in the future Bécancour plant.

👉 The signal: Major global energy and tech companies are betting on NMG's ability to become a key supplier in the EV battery chain.

⚖️ The Hurdle: Shareholder Vote

The big private placement isn't done yet. It requires a "majority of the minority" shareholder vote.

• When: A special shareholder meeting is set for May 13, 2026.
• What they need: Approval from a majority of shareholders, excluding the votes of the big insiders (Investissement Québec and Canada Growth Fund). This is a standard rule to protect smaller investors.

🔮 What's Next & Timeline

1. April 16, 2026 (Expected): Close the public offering of subscription receipts.
2. May 13, 2026: Hold the shareholder vote.
3. On/About May 15, 2026: If the vote passes, close the $213M private placement. The subscription receipts then convert into shares.
4. After closings: Declare FID on the Matawinie Mine and begin full construction.

⚖️ Big Picture: Strengths & Risks

👍 Strengths (Why this is positive):

• Funding Secured: This package appears to fully fund the core mine project to completion.
• High-Quality Backers: Getting billions in government-linked funds and a global energy major like Eni as investors is a huge vote of confidence.
• Integrated Strategy: The mine feeds a planned processing plant, creating more value.

⚠️ Risks (What could go wrong):

• Vote Failure: The deal collapses if shareholders don't approve the private placement.
• Project Execution: Building a mine and a plant on time and on budget is always challenging.
• Market Risk: The success depends on long-term demand and prices for graphite and battery materials.

🧠 The Analogy

Building NMG's integrated graphite business is like constructing a high-tech, custom kitchen. The Matawinie Mine is the foundation and plumbing (the raw ingredient source). The Bécancour Plant is the fancy appliances that turn the raw ingredients into a finished meal (anode material). This announcement is like the moment the contractor (NMG) secures the final loan from the bank (the financing package) to pay for everything. Now, they can start the real construction.

🧩 Final Takeaway

Nouveau Monde Graphite has assembled a $632 million total financing package (equity + debt) to build its cornerstone graphite mine, with major strategic and government investors on board. The final hurdle is a shareholder vote on May 13, 2026. This deal moves the project from planning to the brink of construction.