Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

Share Name	Share Symbol	Market	Type
Nouveau Monde Graphite Inc	NYSE:NMG	NYSE	Common Stock

	Price Change	% Change	Share Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.04	3.03%	1.36	1.42	1.32	1.33	183,134	01:00:00

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2024

Commission File Number: 001-40416

Nouveau Monde Graphite Inc.

(Translation of registrant’s name into English)

481 rue Brassard

Saint-Michel-des-Saints, Quebec

Canada J0K 3B0

(Address of principal executive office)

Indicate by check mark file annual reports under cover of file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐Form 40-F ☒

DOCUMENTS TO BE FILED AS PART OF THIS FORM 6-K


99.1		Condensed consolidated interim unaudited financial statements for the three and nine-month periods ended September 30, 2024 and 2023

99.2		Management’s Discussion and Analysis for the three and nine-month periods ended September 30, 2024

99.3		Certification of Interim Filings by the CEO

99.4		Certification of Interim Filings by the CFO

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.


	Nouveau Monde Graphite Inc.
	(Registrant)

Date: November 14, 2024	/s/ Josée Gagnon
	Josée Gagnon
	Vice President, Legal Affairs & Corporate Secretary

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Exhibit 99.1

FINANCIAL STATEMENTS

Condensed consolidated interim unaudited financial statements

For the three and nine-month periods ended September 30, 2024 and 2023

(Expressed in thousands of Canadian dollars, except where otherwise indicated)

Table of Contents

TABLE OF CONTENTS


Consolidated statements of financial position	1
Consolidated statements of loss and comprehensive loss	2
Consolidated statements of changes in equity	3
Consolidated statements of cash flows	4
Notes to the condensed consolidated interim financial statements	5

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NOUVEAU MONDE GRAPHITE INC.

Consolidated statements of financial position

(Amounts expressed in thousands of Canadian dollars - unaudited)

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION


	Notes	As at September 30, 2024	As at December 31, 2023
ASSETS
CURRENT
Cash and cash equivalents		56,502	36,332
Grants receivable and other current assets		1,025	1,334
Sales taxes receivable		1,499	1,061
Tax credits receivable		515	1,502
Prepaid expenses		1,930	2,697
Total current assets		61,471	42,926

NON-CURRENT
Tax credits receivable		9,471	8,846
Investment - Listed shares		300	1,075
Property, plant and equipment	6	72,828	66,619
Intangible assets		42	59
Right-of-use assets		1,617	1,884
Deposits		2,210	2,530
Total non-current assets		86,468	81,013
Total assets		147,939	123,939

LIABILITIES
CURRENT
Accounts payable and other	7	12,974	9,798
Deferred grants		875	1,255
Convertible notes	8	14,814	53,624
Derivative warrant liability	9	5,942	—
Current portion of lease liabilities		463	451
Current portion of borrowings		247	480
Total current liabilities		35,315	65,608

NON-CURRENT
Asset retirement obligation		964	987
Lease liabilities		1,359	1,636
Borrowings		828	1,278
Total non-current liabilities		3,151	3,901
Total liabilities		38,466	69,509

EQUITY
Share capital		343,954	238,823
Other reserves	8	3,253	7,692
Contributed surplus		34,235	28,502
Deficit		(271,969)	(220,587)
Total equity		109,473	54,430
Total liabilities and equity		147,939	123,939
Going Concern	1
Commitments	18

APPROVED BY THE BOARD OF DIRECTORS

/s/ Eric Desaulniers – “Director”

/s/ Daniel Buron – “Director”

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

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NOUVEAU MONDE GRAPHITE INC.

Consolidated statements of loss and comprehensive loss

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS


		For the three-month periods ended		For the nine-month periods ended
		September 30, 2024	September 30, 2023	September 30, 2024	September 30, 2023
	Notes	$	$	$	$
EXPENSES
Exploration and evaluation expenses	11	1,760	1,330	23,827	5,716
Battery Material Plant project expenses	12	10,434	6,790	27,199	16,688
General and administrative expenses	13	6,865	4,927	19,881	17,574
Operating loss		19,059	13,047	70,907	39,978
Net financial costs (income)	14	(11,097)	2,379	(19,825)	(872)
Loss before tax		7,962	15,426	51,082	39,106
Income tax		100	100	300	300
Net loss and comprehensive loss		8,062	15,526	51,382	39,406

Basic and diluted loss per share		0.07	0.26	0.52	0.66
Weighted average number of shares outstanding		113,327,700	60,746,564	98,022,452	59,378,171

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

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NOUVEAU MONDE GRAPHITE INC.

Consolidated statements of changes in equity

(Amounts expressed in thousands of Canadian dollars - unaudited)

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY


				Contributed	For the nine-month period ended September 30, 2024
				surplus and
			Share capital	warrants	Other reserves	Deficit	Total equity
	Notes	Number	$	$	$	$	$
Balance as at January 1, 2024		60,903,898	238,823	28,502	7,692	(220,587)	54,430
Shares issued - Lac Guéret Property acquisition	11	6,208,210	18,625	—	—	—	18,625
Shares issued from Private Placement	9	43,750,000	82,388	—	—	—	82,388
Options exercised	10.2	137,500	507	(184)	—		323
Share-based compensation		—	—	5,917	—	—	5,917
Settlement of interest on Convertible Notes	8	1,579,043	6,417	—	(4,439)	—	1,978
Share issue costs		—	(2,806)	—	—	—	(2,806)
Net loss and comprehensive loss		—	—	—	—	(51,382)	(51,382)
Balance as at September 30, 2024		112,578,651	343,954	34,235	3,253	(271,969)	109,473


				Contributed	For the nine-month period ended September 30, 2023
				surplus and
			Share capital	warrants	Other reserves	Deficit	Total equity
	Notes	Number	$	$	$	$	$
Balance as at January 1, 2023		55,873,898	210,786	25,313	829	(164,604)	72,324
Shares issued from offering	10.1	4,850,000	29,565	—	—	—	29,565
Options exercised	10.2	180,000	956	(380)	—	—	576
Share-based compensation		—	—	2,669	—	—	2,669
Settlement of interest on Convertible Notes	8	—	—	—	5,054	—	5,054
Share issue costs		—	(2,484)	—	—	—	(2,484)
Net loss and comprehensive loss		—	—	—	—	(39,406)	(39,406)
Balance as at September 30, 2023		60,903,898	238,823	27,602	5,883	(204,010)	68,298

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

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NOUVEAU MONDE GRAPHITE INC.

Consolidated statements of cash flow

(Amounts expressed in thousands of Canadian dollars - unaudited)

CONSOLIDATED STATEMENTS OF CASH FLOWS


		For the nine-month periods ended
		September 30, 2024	September 30, 2023
	Notes	$	$
OPERATING ACTIVITIES
Net loss		(51,382)	(39,406)
Adjustments for non-cash items:
Depreciation and amortization		7,023	5,508
Change in fair value - Listed shares		775	(425)
Change in fair value - Embedded derivatives	8	—	(6,600)
Change in fair value - Derivative warrant liability	9	(30,819)	—
Interest on convertible notes	8	1,978	5,054
Lac Guéret Property acquisition	11	18,625	—
Loss on convertible notes settlement	8	7,548	—
Unrealized foreign exchange loss (gain)		1,716	(40)
Loss on write-off/disposal of property, plant and equipment	6	1,098	5
Share-based compensation	10.2	5,398	2,253
Accretion included within financial costs		1,773	3,299
Net change in working capital	15	1,081	1,384
Cash flows used in operating activities		(35,186)	(28,968)

INVESTING ACTIVITIES
Additions to property, plant, and equipment, net of grants	15	(9,361)	(8,977)
Deposits		318	263
Cash flows used in investing activities		(9,043)	(8,714)

FINANCING ACTIVITIES
Proceeds from private placement	9	67,870	29,565
Convertible notes issue costs		—	(659)
Repayment of borrowings		(683)	(168)
Repayment of lease liabilities		(346)	(319)
Proceeds from the exercise of stock options		323	576
Share issue costs		(2,685)	(2,484)
Cash flows from financing activities		64,479	26,511

Effect of exchange rate changes on cash		(80)	(160)

Net change in cash and cash equivalents		20,170	(11,331)
Cash and cash equivalents at the beginning of the period		36,332	59,924
Cash and cash equivalents at the end of the period		56,502	48,593
Non-cash investing and financing activities	15

The accompanying notes are an integral part of the condensed consolidated interim financial statement.

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NATURE OF OPERATIONS AND GOING CONCERN

Nouveau Monde Graphite Inc. (the “Company”, or “parent company”) was established on December 31, 2012, under the Canada Business Corporations Act. The Company specializes in exploration, evaluation and development of mineral properties located in Québec and is developing a natural graphite-based anode material that would qualify as battery-grade material to supply the lithium-ion industry.

The Company’s shares are listed under the symbol NMG on the New York Stock Exchange (“NYSE”), NOU on the TSX Venture Exchange (“TSXV”), and NM9A on the Frankfurt Stock Exchange. The Company’s registered office is located at 481 Brassard Street, Saint-Michel-des-Saints, Québec, Canada, J0K 3B0.

The Company’s condensed consolidated interim financial statements have been prepared using International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due for the foreseeable future.

During the nine-month period ended September 30, 2024, the Company reported a net loss after tax of $51.4 million, cash outflows from operating activities of $35.2 million and an accumulated deficit of $272 million and has yet to generate positive cash flows or earnings. Based on all available information about the future, which includes at least, but not limited to, the next twelve months, management believes that without additional funding, the Company does not have sufficient liquidity to pursue its planned expenditures.

These circumstances indicate the existence of material uncertainties that cast substantial doubt as to the ability of the Company to continue as a going concern and accordingly, the appropriateness of the use of accounting principles applicable to a going concern.

The Company’s ability to continue future operations and fund its development and acquisition activities is dependent on management's ability to secure additional financing in the future, which may be completed in a number of ways including, but not limited to, the issuance of debt or equity instruments, expenditure reductions, or a combination of strategic partnerships, joint venture arrangements, project debt finance, offtake financing, royalty financing and other capital markets alternatives. While management has been successful in securing financing in the past, there can be no assurance it will be able to do so in the future or that these sources of funding or initiatives will be available for the Company or that they will be available on terms which are acceptable to the Company.

These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, expenses and financial position classifications that would be necessary if the going concern assumption was not appropriate. These adjustments could be significant.

BASIS OF PREPARATION AND STATEMENT OF COMPLIANCE

The Company’s condensed consolidated interim financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) as published by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting, and also using the same accounting policies and procedures as those used for the Company’s audited consolidated financial statements as at December 31, 2023. These condensed consolidated interim financial statements do not include all the disclosures and notes required for annual consolidated financial statements and should therefore be read with the Company’s audited consolidated financial statements as at December 31, 2023, which have been prepared in accordance with IFRS.

The condensed consolidated interim financial statements for the three and nine-month periods ended September 30, 2024 (including comparative statements) were approved and authorized for publication by the Board of Directors on November 12, 2024.

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

SIGNIFICANT ACCOUNTING POLICIES

3.1	EXPLORATION AND EVALUATION EXPENDITURES

Exploration and evaluation expenditures are costs incurred during the initial search for mineral resources before the technical feasibility and commercial viability of extracting a mineral resource are demonstrable.

All expenditures relating to exploration and evaluation are expensed as incurred in the consolidated statement of loss and comprehensive loss until the property reaches the development stage. Costs related to exploration and evaluation include topographical, geological, geochemical and geophysical studies, mining claims, exploration drilling, trenching, sampling, research and development costs specific to a mining project and other costs related to the evaluation of the technical feasibility and commercial viability of extracting a mineral resource. The various costs are expensed on a property-by-property basis pending determination of the technical feasibility and commercial viability of extracting a mineral resource.

When the technical feasibility and commercial viability of extracting a mineral resource are demonstrable, exploration and evaluation expenses related to the mining property will be recorded to property and equipment in Mining assets under construction.

3.2	COMPOUND INSTRUMENTS

The common shares and the share purchase warrants issued by the Company are considered a compound financial instrument (refer to note 9). The share purchase warrants are classified as a derivative financial liability as the warrants are issued in a different currency than the Company’s functional currency. The principle known as “fixed for fixed” criterion under IFRS requires that a fixed amount of cash or another financial asset (in this case, the exercise of the share purchase warrants) be exchanged for a fixed number of equity instruments.

Derivative warrant liabilities are financial liabilities recorded at fair value. As at the issuance date, the liability component (derivative warrant liability) of the compound instrument was established by using the Black-Scholes pricing model, and the residual amount, net of the issuance cost, was allocated to the equity component of the financial instrument. The derivative warrant liability is remeasured at the end of each reporting period with subsequent changes in fair value recorded in the consolidated statement of loss and comprehensive loss. At each reporting period, the fair value of the liability related to warrants is determined using the Black-Scholes pricing model, which uses significant input that is not based on observable market data, hence the classification as Level 3 in the fair value hierarchy.

3.3	CONTINGENT PAYMENTS

The Company has an additional consideration in connection with the Asset purchase agreement of the Lac Guéret Property which the Company shall pay following the declaration of commercial production of the Uatnan project. The Company has elected not to record payments contingent on future events on day 1 and, therefore, no liability is recognized. The variable payment will be recorded once commercial production of the Uatnan project will occur.

ACCOUNTING STANDARDS ADOPTED AND ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

4.1	NEW ACCOUNTING STANDARDS ADOPTED

The Company adopted the amendments to IAS 1 Presentation of Financial Statements on classification of liabilities, effective for years beginning after January 1, 2024, which clarify when liabilities are classified as either current or non-current. For the purposes of non-current classification, the amendments removed the requirement for a right to defer settlement or roll over of a liability for at least twelve months to be unconditional.
Additionally, the amendments eliminate the exception related to conversion features. Previously, if conversion features were at the holder's discretion, it did not affect the classification of the liability component of a convertible instrument. In light of this amendment, the Company reclassified the convertible notes from a non-current to current liability, including the 2023 comparative figures.

4.2	NEW ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements from IAS 1 unchanged. IFRS 18 applies for annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted.

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

The new Accounting Standard introduces significant changes to the structure of a company's income statement and new principles for aggregation and disaggregation of information. The main impacts of the new Accounting Standard include:

●

Introducing a newly defined "operating profit" subtotal and a requirement for all income and expenses to be allocated between three distinct categories based on the company's main business activities: Operating, investing and financing;

●

Disclosure about management performance measures;

●

Adding new principles for aggregation and disaggregation of information;

●

Requiring the cash flow statement to start with operating profit; and

●

Remove the accounting policy choice for presentation of dividend and interest.

The Company is currently evaluating the impact of these amendments on its consolidated financial statements.

Amendments to IFRS 7 Financial instruments: disclosures and IFRS 9 Financial instruments

In May 2024, the IASB published Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). The amendments to IFRS 9 clarify de-recognition and classification of specific financial assets and liabilities respectively while the amendments to IFRS 7 clarify the disclosure requirements for investments in equity instruments designated at fair value through other comprehensive income and contractual terms that could change the timing or amount of contractual cash flows on the occurrence or non-occurrence of a contingent event. The amendments to IFRS 9 and IFRS 7 are effective for annual reporting beginning on or after January 1, 2026. The Company is currently evaluating the impact of these amendments on its consolidated financial statements.

ESTIMATES, JUDGEMENTS AND ASSUMPTIONS

In preparing its consolidated financial statements, management makes several judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, and expenses.

Information about the significant estimates and assumptions that have the greatest impact on the recognition and measurement of assets, liabilities, and expenses can be found in the note 5 of the 2023 Consolidated audited annual financial statement, except for the one described below. Actual results may differ significantly.

Fair Value of the Derivative warrant liability

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Company used the Black-Scholes option pricing model in determining the fair value of the derivative warrant liability which requires a number of assumptions to be made, including the volatility, the risk-free interest rate and the expected life. The Company uses its judgment to make assumptions that are mainly based on market conditions existing at the end of each reporting period. Details of the valuation model used for determining the fair value of the warrants and the assumptions used by management are disclosed in note 9.

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

PROPERTY, PLANT AND EQUIPMENT


	For the nine-month period ended September 30, 2024
				Furniture			Battery Material	Bécancour Battery
				and other IT		Mine under	Demonstration Plant	Material Plant
	Land	Buildings	Equipment	equipment	Rolling stock	construction ^[1]	under construction ^[1]	under construction ^[1]	Total
	$	$	$	$	$	$	$	$	$
COST
January 1, 2024	2,455	3,438	25,350	235	128	46,000	710	-	78,316
Additions	-	-	43	-	-	10,077	2,670	1,175	13,965
Transfers	-	-	2,121	-	-	-	(2,121)	-	-
Transfer of Right-of-use assets					230				230
Write-Off/Disposals	-	(1,410)	-	-	(8)	-	-	-	(1,418)
September 30, 2024	2,455	2,028	27,514	235	350	56,077	1,259	1,175	91,093
ACCUMULATED DEPRECIATION
January 1, 2024	-	779	10,723	134	61	-	-	-	11,697
Depreciation	-	151	6,456	33	18	-	-	-	6,658
Transfer of Right-of-use assets					230				230
Write-Off/Disposals	-	(312)	-	-	(8)	-	-	-	(320)
September 30, 2024	-	618	17,179	167	301	-	-	-	18,265
Net book value as at September 30, 2024	2,455	1,410	10,335	68	49	56,077	1,259	1,175	72,828


	For the year ended December 31, 2023
				Furniture			Battery Material
				and other IT		Mine under	Demonstration Plant
	Land	Buildings	Equipment	equipment	Rolling stock	construction ^[1]	under construction ^[1]	Total
	$	$	$	$	$	$	$	$
COST
January 1, 2023	2,455	3,267	9,813	259	128	37,785	14,591	68,298
Additions	-	171	398	-	-	8,215	1,258	10,042
Transfers	-	-	15,139	-	-	-	(15,139)	-
Write-Off/Disposals	-	-	-	(24)	-	-	-	(24)
December 31, 2023	2,455	3,438	25,350	235	128	46,000	710	78,316
ACCUMULATED DEPRECIATION
January 1, 2023	-	551	3,478	97	37	-	-	4,163
Depreciation	-	228	7,245	56	24	-	-	7,553
Write-Off/Disposals	-	-	-	(19)	-	-	-	(19)
December 31, 2023	-	779	10,723	134	61	-	-	11,697
Net book value as at December 31, 2023	2,455	2,659	14,627	101	67	46,000	710	66,619

[1]	Assets under construction are not being depreciated as they are not in the condition necessary to be capable of being operated in the manner intended by management.

The amount of borrowing costs included in Mine under construction for the three and nine-month periods ended September 30, 2024 is $561 and $1,518, respectively ($259 and $473 for the three and nine-month periods ended September 30, 2023). The rate used to determine the amount of borrowing costs to be capitalized is the weighted average interest rate applicable to the entity’s general borrowings during the three and nine-month periods ended September 30, 2024.

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

In August 2024, the Company exercised its buyback option to repurchase 1% of the 3% net smelter royalty (“NSR”) initially issued to Pallinghurst Graphite International Limited on August 28, 2020, for a total amount of $1,869. The NSR applies to both first transformation proceeds of the Matawinie Mine and second transformation proceeds less allowable deductions of the Battery Material Plant. Based on the anticipated NSR payments over the project lifespan, the Company split its buyback consideration of $1,869 by allocating $963 to the "Mine under construction" asset category and $906 to the "Bécancour Battery Material Plant under construction." asset category. Additionally, the Matawinie Property was also subject to a 0.2% NSR agreement, initially contracted in 2014 and transferred to Pallinghurst Bond Limited in 2023, which the Company decided to repurchase for a consideration of $200. The buyback consideration was recorded under the "Mine under construction” asset category as it only pertained to the Matawinie Mine proceeds.

The Company granted a hypothec to Pallinghurst Graphite International Limited on the Matawinie Mining Property, including the related mining claims, to secure the Company’s obligations under the remaining 2% NSR agreement.

In August 2024, the Company demolished several cottages near the mine that had been purchased in 2018-2019. The demolition resulted in a write-off of $1,098 in the consolidated statements of loss and comprehensive loss.

ACCOUNTS PAYABLE AND OTHERS


	September 30, 2024	December 31, 2023
	$	$
Trade payable and accrued liabilities	10,689	7,047
Wages and benefits liabilities	2,285	2,751
Accounts payable and others	12,974	9,798

CONVERTIBLE NOTES


	Host (amortized cost)	Derivative (FVTPL)	Deferred amount	Total
	$	$	$	$
Issuance ^[1]	48,703	20,453	(2,773)	66,383
Interest accretion	732	—	—	732
Fair value adjustment	—	(11,199)	—	(11,199)
Amortization	—	—	140	140
Foreign exchange	382	127	(21)	488
Balance as of December 31, 2022	49,817	9,381	(2,654)	56,544
Interest accretion	5,082	—	—	5,082
Fair value adjustment	—	(8,049)	—	(8,049)
Amortization	—	—	1,453	1,453
Foreign exchange	(1,275)	(163)	32	(1,406)
Balance as of December 31, 2023	53,624	1,169	(1,169)	53,624
Interest accretion	2,607	—	—	2,607
Fair value adjustment	—	(1,184)	—	(1,184)
Amortization ^[2]	—	—	1,184	1,184
Foreign exchange	1,721	29	(29)	1,721
Settlement	(43,138)	—	—	(43,138)
Balance as of September 30, 2024	14,814	14	(14)	14,814

^[1] Transaction costs of $821 (US$608) have been allocated to the host instrument and reduced from the net proceeds allocated to this component.

^[2] The amortization for the nine-month period ended September 30, 2024 includes an additional amount of $1,066 to prevent the net amount of the Derivative and the Deferred amount components from representing a negative amount.

On November 8, 2022, the Company completed a private placement of unsecured convertible notes (the “Notes”) for aggregate gross proceeds of $67.2 million (US$50 million) with Mitsui & Co., Ltd (“Mitsui”), Pallinghurst Bond Limited (“Pallinghurst”) and Investissement Québec. The Notes are denominated in U.S. Dollars with a term of 36 months and carry a quarterly coupon interest payment of the greater of the 3-month CME Term SOFR plus 4% and 6%.

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

Subsequently and effective January 1, 2023, the Notes contracts were amended by:

-	Removing the interest capitalization provisions, such that accrued interest will be deemed paid in full in shares each quarter following the TSXV’s approval; and

-	Increasing the interest rate to the greater of the 3-month CME Term SOFR plus 5% and 7%.

The Notes include the following material conversion and settlement options available to the holders and the Company:

General conversion option: The holder of a Note, at any time before maturity, can convert the outstanding principal amount into units for US$5/unit. Each unit comprises one common share of the Company and one share warrant. The share warrant can be used to subscribe one common share of the Company at an exercise price of US$5.70/share for a period of 24 months from the date of conversion of the Note.

Repurchase option: The Company has, at its sole discretion, an option to repay the Notes at the Repurchase Amount (as defined in the subscription agreement) at the earlier of (i) December 31, 2023; or (ii) the date of a final investment decision (FID) as defined in the subscription agreement. Depending on the circumstances, the repurchase amount is affected by the remaining time to maturity and the cumulative interest paid to date to the Holders.

Interest repayment option: Quarterly, the Company has an option to pay the interest due in (i) cash; or (ii) in Common Shares subject to the TSXV’s approval, by delivering share certificates to the Holders upon maturity, conversion or redemption at a U.S. Dollar equivalent of the Company’s TSXV market share price, determined at the quarter end on which such interest became payable.

-	The Notes also include redemption mechanisms in favor of the holders in the event of a change of control or an event of default.

On May 2, 2024, the Company closed a private placement with Mitsui and Pallinghurst for the surrender and cancellation of their convertible notes dated November 8, 2022, as amended and restated effective January 1, 2023. The Company issued 12,500,000 Common Shares and 12,500,000 Warrants to Mitsui and 6,250,000 Common Shares and 6,250,000 Warrants to Pallinghurst in exchange for their convertible notes totalling US$37.5 million. Concurrently with the redemption, surrender and cancellation of Mitsui’s and Pallinghurst’s convertible notes, the Company issued 1,579,043 Common Shares that had been reserved for issuance in connection with the interest calculated between November 8, 2022, and February 14, 2024, date on which the subscription agreement was concluded.

For the three and nine-month periods ended September 30, 2024, the interest coupon totalled an aggregate amount of $446 (US$327) and $1,978 (US$1,459) respectively ($1,758 (US$1,311) and $5,054 (US$3,757) for the three and nine-month periods ended September 30, 2023). For the third quarter of 2024, the Company elected to pay the interest coupon with 205,460 common shares at a price of US$1.59 which will be issued at maturity or at conversion of the Notes. The common shares to be issued are recorded as other reserves in the consolidated statements of changes in equity.

Below is a sensitivity analysis on inputs impacting the fair value revaluation of the derivative.

Reasonably

Sensitivity ^[1]

Reasonably

Sensitivity ^[1]

December 31, 2023

possible change

(Derivative liability)

September 30, 2024

possible change

(Derivative liability)

Observable inputs

Share price

US$2.61

+/- 10%

+0.4M/-0.3M

US$1.57

+/- 10%

+0M/0M

Foreign Exchange rate

1.32

+/-5%

+/-0.1M

1.35

+/-5%

+/-0M

Unobservable inputs

Expected volatility

48.5%

+/- 10%

+0.1/-0.3M

46.4%

+/- 10%

+0/0M

Credit spread

4.5%

+/-5%

+/-0.03M

3.5%

+/-5%

+/-0M

^[1]^{Holding all other variables constant.}

Table of Contents

NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

DERIVATIVE WARRANT LIABILITY

Private placement with GM and Panasonic:


		Derivative warrant liability
		$
Issuance		25,742
Fair value adjustment		(5,955)
Foreign exchange		(49)
Balance as of March 31, 2024		19,738
Fair value adjustment		(10,550)
Foreign exchange		196
Balance as of June 30, 2024		9,384
Fair value adjustment		(5,859)
Foreign exchange		(130)
Balance as of September 30, 2024		3,395

On February 28, 2024, the Company completed a private placement with GM and Panasonic. Each party subscribed for 12,500,000 Common Shares and 12,500,000 Warrants. The 25,000,000 Common Shares and Warrants were issued for aggregate gross proceeds of $67.9 million (US$50 million).

The Warrants are exercisable in connection with the Tranche 2 Investment at the final investment decision (“FID”) or at the latest on February 28, 2029. Each Warrant will entitle the holder to acquire one Common Share (a “Warrant Share”) at a price equal to US$2.38 per Warrant Share.

The transaction represents a compound financial instrument that is accounted for based on the residual method under IAS 32 Financial Instruments: Presentation. The liability component which represents the warrants was evaluated based on the Black-Scholes option pricing model and totalled $25.8M (US$19M). The residual balance of $42.1M (US$31M) was then allocated to the equity component (common shares issued). The transaction costs of $2.6M were allocated proportionally between the financial liability and the equity component. Transaction costs allocated to the equity component were accounted for as a deduction from equity. Transaction costs allocated to the warrants were recorded directly in the consolidated statement of loss and comprehensive loss.

The following assumptions were used to estimate the fair value of the derivative warrant liability:


		September 30, 2024
Number of Warrants		25,000,000
Risk-Free Interest Rate		4.38%
Expected Volatility		67%
Stock Price at Valuation Date		US$1.57
Exercise Price		US$2.38
Average Fair Value per Warrant		US$0.10

The main non-observable input used in the model is the expected volatility. An increase or decrease in the expected volatility used in the model of 10% would have resulted in an increase of $860 and a decrease of $807 respectively in the fair value of the warrants as at September 30, 2024.

Table of Contents

NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

Private placement with Mitsui and Pallinghurst:


		Derivative warrant liability
		$
Issuance		11,107
Fair value adjustment		(4,060)
Foreign exchange		(9)
Balance as of June 30, 2024		7,038
Fair value adjustment		(4,395)
Foreign exchange		(96)
Balance as of September 30, 2024		2,547

On May 2, 2024, the Company completed a private placement, with Mitsui and Pallinghurst for the surrender and cancellation of their convertible notes dated November 8, 2022. The Company issued 18,750,000 Common Shares and 18,750,000 Warrants to Mitsui and Pallinghurst for a total value of US$37.5 million. For more details on the transaction, refer to Note 8 – Convertible Notes.

The Warrants are exercisable in connection with the final investment decision (“FID”) or at the latest on May 2, 2029. Each Warrant will entitle the holder to acquire one Common Share (a “Warrant Share”) at a price equal to US$2.38 per Warrant Share.

The transaction represents a compound financial instrument that is accounted for based on the residual method under IAS 32 Financial Instruments: Presentation. The liability component which represents the warrants was evaluated based on the Black-Scholes option pricing model and totalled $11.1M (US$8.1M). The residual balance of $40.3M (US$29.4M) was then allocated to the equity component (common shares issued). The transaction costs of $1.3M were allocated proportionally between the financial liability and the equity component. Transaction costs allocated to the equity component were accounted for as a deduction from equity. Transaction costs allocated to the warrants were recorded directly in the consolidated statement of loss and comprehensive loss.

The following assumptions were used to estimate the fair value of the derivative warrant liability:


		September 30, 2024
Number of Warrants		18,750,000
Risk-Free Interest Rate		4.38%
Expected Volatility		67%
Stock Price at Valuation Date		US$1.57
Exercise Price		US$2.38
Average Fair Value per Warrant		US$0.10

The main non-observable input used in the model is the expected volatility. An increase or decrease in the expected volatility used in the model of 10% would have resulted in an increase of $645 and a decrease of $605 respectively in the fair value of the warrants as at September 30, 2024.

10.

EQUITY

10.1 SHARE CAPITAL

Authorized share capital

Unlimited number of common shares voting and participating, with no par value. All issued ordinary shares are fully paid.


	For the nine-month period ended	For the year ended
	September 30, 2024	December 31, 2023
Shares issued at the start of the period	60,903,898	55,873,898
Shares issued from offering	—	4,850,000
Shares issued - Lac Guéret Property acquisition (Note 11)	6,208,210	—
Shares issued from Private Placement (Note 9)	43,750,000	—
Options exercised (Note 10.2)	137,500	180,000
Settlement of interest on Convertible Notes (Note 8)	1,579,043	—
Shares issued at the end of period	112,578,651	60,903,898

Table of Contents

NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

On April 17, 2023, the Company concluded an underwritten public offering agreement for 4,850,000 common shares, at a price of US$4.55 per share for gross proceeds of $29.6M (US$22M). The offering was conducted on a bought deal basis and the Company incurred underwriter fees equal to 6% of the gross proceeds.

10.2 SHARE-BASED PAYMENTS

The Board of Directors determines the price per common share and the number of common shares which may be allocated to each director, officer, employee and consultant and all other terms and conditions of the option, subject to the rules of the TSXV. The plan has a policy that caps the maximum of total options that can be granted to 10% of the total outstanding shares of the Company.

All share-based payments will be settled in equity. The Company has no legal or contractual obligation to repurchase or settle the options in cash.

The Company’s share options are as follows:


	For the nine-month period ended September 30, 2024		For the year ended December 31, 2023
		Weighted average		Weighted average
		exercise price		exercise price
	Number	$	Number	$
Opening balance	4,908,548	6.79	3,911,804	7.42
Granted	4,177,500	3.10	2,088,548	5.51
Exercised	(137,500)	2.35	(180,000)	3.20
Expired	(321,000)	6.99	(337,000)	6.52
Forfeited	(44,000)	4.21	(87,000)	5.39
Cancelled	(453,048)	8.20	(487,804)	8.20
Ending balance	8,130,500	4.89	4,908,548	6.79
Options that can be exercised	3,199,750	7.26	2,824,000	7.64

The details of the share options granted by the Company are as follows:


	For the nine-month period ended	For the year ended
	September 30, 2024	December 31, 2023
Directors	237,500	212,500
Officers	2,200,000	600,000
Employees	1,590,000	800,000
Consultants	150,000	476,048
Total granted share options	4,177,500	2,088,548

The vesting period for the options granted during the nine-month period ended September 30, 2024 occurs in two annual tranches, except for some options granted to key employees that vest upon FID, subject to certain conditions.

The weighted average fair value of the share options granted in the nine-month period ended September 30, 2024, were estimated using the Black-Scholes option pricing model based on the following average assumptions:

●

Stock price at date of grant: $3.10

●

Expected life: 5 years

●

Risk-free interest rate: 3.53%

●

Expected volatility: 80.76%

●

Expected dividend: nil

●

Fair value per option: $2.06

Table of Contents

NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

11.

EXPLORATION AND EVALUATION EXPENSES


	For the three-month periods ended		For the nine-month periods ended
	September 30, 2024	September 30, 2023	September 30, 2024	September 30, 2023
	$	$	$	$
Wages and benefits	905	684	2,978	2,274
Share-based compensation	344	149	868	349
Consulting fees	20	6	63	1,607
Materials, consumables, and supplies	170	166	506	511
Maintenance and subcontracting	126	177	414	452
Geology and drilling	—	—	—	8
Utilities	91	83	271	279
Depreciation and amortization	65	64	193	201
Other	82	58	193	190
Uatnan Mining Project	19	—	18,674	99
Grants	(2)	(5)	(29)	(83)
Tax credits	(60)	(52)	(304)	(171)
Exploration and evaluation expenses	1,760	1,330	23,827	5,716

On January 31, 2024, the Company completed the acquisition of the Lac Guéret property with Mason Resources Inc (“Mason”) through an asset acquisition agreement consisting mainly of 74 map-designated claims. The consideration for the asset acquisition was paid with 6,208,210 common shares of the Company, at $3.00 per share, representing a total aggregated amount of $18.6 million. The Company performed the concentration test and concluded that the acquisition represents an asset acquisition and not a business acquisition, since substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. Mining rights are specifically excluded from the scope of IAS 16, therefore, the Company applied IFRS 6. Since the Company’s accounting policy for Exploration and Evaluation activities under IFRS 6 is to classify expenditures in the consolidated statement of loss and comprehensive loss, $18.6 million was expensed under the category “Uatnan Mining Project”. A subsequent payment of $5,000,000 will be made to Mason at the start of commercial production of the contemplated Uatnan Mining Project, which will be recorded once commercial production of the Uatnan project will occur.

12.

BATTERY MATERIAL PLANT PROJECT EXPENSES


	For the three-month periods ended		For the nine-month periods ended
	September 30, 2024	September 30, 2023	September 30, 2024	September 30, 2023
	$	$	$	$
Wages and benefits	1,599	1,326	4,283	3,292
Share-based compensation	189	93	459	242
Engineering	5,590	1,760	11,952	4,802
Consulting fees	197	258	597	804
Materials, consumables, and supplies	553	453	1,743	1,565
Maintenance and subcontracting	635	717	1,774	1,593
Utilities	76	86	355	382
Depreciation and amortization	1,765	2,499	6,661	5,120
Other	63	52	206	143
Grants	(127)	(262)	(385)	(729)
Tax credits	(106)	(192)	(446)	(526)
Battery Material Plant project expenses	10,434	6,790	27,199	16,688

Table of Contents

NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

13.

GENERAL AND ADMINISTRATIVE EXPENSES


	For the three-month periods ended		For the nine-month periods ended
	September 30, 2024	September 30, 2023	September 30, 2024	September 30, 2023
	$	$	$	$
Wages and benefits	1,715	1,681	5,344	5,380
Share-based compensation	1,422	622	4,071	1,661
Professional fees	494	632	2,602	2,045
Consulting fees	505	391	1,393	1,844
Travelling, representation and convention	263	98	714	655
Office and administration	1,202	1,344	4,128	5,436
Stock exchange, authorities, and communication	98	93	381	345
Depreciation and amortization	49	62	169	187
Loss on write-off/disposal of property, plant and equipment	1,098	—	1,098	5
Other financial fees	19	4	27	16
Grants	—	—	(46)	—
General and administrative expenses	6,865	4,927	19,881	17,574

14.

NET FINANCIAL COSTS (INCOME)


	For the three-month periods ended		For the nine-month periods ended
	September 30, 2024	September 30, 2023	September 30, 2024	September 30, 2023
	$	$	$	$
Foreign exchange loss (gain)	(387)	942	1,735	(137)
Interest income	(993)	(721)	(2,885)	(2,118)
Interest expense on lease liabilities	3	4	11	14
Change in fair value - Listed shares	225	(125)	775	(425)
Change in fair value - Embedded derivative and deferred amount amortization	—	(538)	—	(6,600)
Change in fair value - Derivative warrant liability	(10,254)	—	(30,819)	—
Interest and accretion on borrowings and notes	309	2,817	3,810	8,394
Loss on convertible notes settlement	—	—	7,548	—
Net financial costs (income)	(11,097)	2,379	(19,825)	(872)

15.

ADDITIONAL CASH FLOW INFORMATION


	For the nine-month periods ended
	September 30, 2024	September 30, 2023
	$	$
Grants receivable and other current assets	243	92
Deferred grants	(380)	157
Mining tax credits	362	(697)
Sales taxes receivable	(438)	920
Prepaid expenses	769	1,210
Accounts payable and other	525	(298)
Total net change in working capital	1,081	1,384

Income tax received	1,110	—
Interest paid	59	—

Non-cash financing activities
Share issue costs included in accounts payable and accrued liabilities	121	—

Table of Contents

NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

Reconciliation of additions presented in the property, plant and equipment schedule to the net cash used in investing activities


	For the nine-month periods ended
	September 30, 2024	September 30, 2023
	$	$
Additions of property, plant and equipment as per note 6	13,965	7,534
Non-cash decrease of the asset rehabilitation obligation	36	44
Borrowing costs included in Mine under construction	(1,518)	(473)
Share-based compensation capitalized (non-cash)	(519)	(416)
Grants recognized	17	145
Grants received	(104)	(4,148)
Accounts payable variation related to property, plant and equipment	(2,516)	6,291
Net cash flow used in investing activities - purchase of property, plant and equipment	9,361	8,977

16.

RELATED PARTY TRANSACTIONS

The Company considers its directors and officers to be key management personnel. Transactions with key management personnel are set out as follows:


	For the three-month periods ended		For the nine-month periods ended
	September 30, 2024	September 30, 2023	September 30, 2024	September 30, 2023
	$	$	$	$
Key management compensation
Employee benefit expenses	540	479	1,660	1,729
Share-based payments	1,303	483	3,146	908
Board fees	219	213	666	665

During the three and nine-month periods ended September 30, 2024, the Company incurred interest fees of $446 (US$327) and $1,978 (US$1,459) respectively ($1,758 (US$1,311) and $5,054 (US$3,757) for the three and nine-month periods ended September 30, 2023) to Mitsui, Investissement Québec and Pallinghurst, as disclosed above in Note 8 – Convertible Notes.

During the three-month period ended September 30, 2024, the Company repurchased a 1% NSR to Pallinghurst Graphite International Limited, along with a second NSR of 0.2% to Pallinghurst Bond Limited. For more details on this transaction, refer to note 6 – Property, plant and equipment.

17.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

FAIR VALUE

Current financial assets and financial liabilities are valued at their carrying amounts, which are reasonable estimates of their fair value due to their relatively short-maturities; this includes cash and cash equivalents, other receivables and accounts payable and accrued liabilities. Borrowings and the convertible debt host are accounted for at amortized cost using the effective interest method, and their fair value approximates their carrying value except for the convertible debt host for which fair value is estimated at $16,789 (US$12,437) as at September 30, 2024 ($66,227 and US$50,073 as at December 31, 2023) (level 3).

Fair Value Hierarchy

Subsequent to initial recognition, the Company uses a fair value hierarchy to categorize the inputs used to measure the financial instruments at fair value grouped into the following levels based on the degree to which the fair value is observable.

Level 1: Inputs derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Inputs derived from other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3: Inputs that are not based on observable market data (unobservable inputs).

Table of Contents

NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)


	As at September 30, 2024
	Level 1	Level 2	Level 3	Total
Financial Assets at FVTPL
Non-current investments (Equity investment in publicly listed entities)	300	—	—	300
Financial liabilities at FVTPL
Convertible notes - Embedded derivatives (note 8)	—	—	—	—
Warrants (note 9)	—	—	5,942	5,942


	As at December 31, 2023
	Level 1	Level 2	Level 3	Total
Financial Assets at FVTPL
Non-current investments (Equity investment in publicly listed entities)	1,075	—	—	1,075
Financial liabilities at FVTPL
Convertible notes - Embedded derivatives (note 8)	—	—	—	—

There were no transfers between Level 1, Level 2 and Level 3 during the three and nine-month periods ended September 30, 2024 (none in 2023).

Financial Instruments Measured at FVTPL

Non-Current investments

Equity instruments publicly listed are classified as a Level 1 in the fair value hierarchy. Their fair values are a recurring measurement and are estimated using the closing share price observed on the relevant stock exchange.

18.

COMMITMENTS

The Company’s future minimum payments of commitments as at September 30, 2024 are as follows:


		Total
Capital expenditure obligations		640
Commercial projects long-lead item obligations		3,389
Balance as at September 30, 2024		4,029

Table of Contents

Exhibit 99.2

MANAGEMENT
DISCUSSION & ANALYSIS

For the nine-month period ended September 30, 2024

Table of Contents

TABLE OF CONTENTS

TABLE OF CONTENTS‌1

PREAMBLE‌3

PERIOD COVERED‌3

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS‌3

TECHNICAL INFORMATION AND CAUTIONARY NOTE TO U.S. INVESTORS‌3

MARKET AND INDUSTRY DATA‌5

THE COMPANY‌5

CORPORATE STRUCTURE‌5

VALUE PROPOSITION‌6

HIGHLIGHTS‌6

BUSINESS LINES‌7

MATAWINIE MINE PROJECT‌8

Matawinie Mine Demonstration Plant (Phase 1)‌8

Matawinie Mine (Phase 2)‌8

BÉCANCOUR BATTERY MATERIAL PLANT PROJECT‌9

Battery Material Demonstration Plants‌9

Bécancour Battery Material Plant‌9

UATNAN MINING PROJECT‌10

COMMERCIAL STRATEGY‌10

SALES‌10

MARKET UPDATE‌11

RESPONSIBILITIES‌11

GOVERNANCE‌12

LEADERSHIP‌12

RISKS‌12

FINANCING‌12

QUARTERLY RESULTS‌13

THREE AND NINE-MONTH PERIOD RESULTS‌14

EXPLORATION AND EVALUATION EXPENSES‌14

BATTERY MATERIAL PLANT PROJECT EXPENSES‌15

GENERAL AND ADMINISTRATIVE EXPENSES‌16

NET FINANCIAL COSTS‌16

LIQUIDITY AND FUNDING‌17

Management Discussion and Analysis

Table of Contents

OPERATING ACTIVITIES‌17

INVESTING ACTIVITIES‌18

FINANCING ACTIVITIES‌18

ADDITIONAL INFORMATION‌18

RELATED PARTY TRANSACTIONS‌18

OFF-BALANCE SHEET TRANSACTIONS‌18

CRITICAL ACCOUNTING ESTIMATES, NEW ACCOUNTING POLICIES, JUDGEMENTS AND ASSUMPTIONS‌18

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT‌18

CONTRACTUAL OBLIGATIONS AND COMMITMENTS‌19

CAPITAL STRUCTURE‌19

SUBSEQUENT EVENTS TO SEPTEMBER 30, 2024‌19

ADDITIONAL INFORMATION AND CONTINUOUS DISCLOSURE‌19

Management Discussion and Analysis

Table of Contents

PREAMBLE

This Management Discussion and Analysis (“MD&A”) dated November 14, 2024, has been prepared according to Regulation 51-102 of the continuous disclosure requirements and approved by the Board of Directors of Nouveau Monde Graphite Inc. (the “Company” or “NMG”).

This MD&A should be read in conjunction with the Company’s condensed consolidated interim unaudited financial statements for the nine-month period ended September 30, 2024, and the consolidated audited financial statements for the years ended December 31, 2023, and December 31, 2022, and related notes. The Company’s consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”), as published by the International Accounting Standards Board (“IASB”). All monetary amounts included in this MD&A are expressed in thousands of Canadian dollars (“CAD”), the Company’s reporting and functional currency, unless otherwise noted.

PERIOD COVERED

This MD&A report is for the nine-month period ended September 30, 2024, with additional information up to November 14, 2024.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This MD&A 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. In some cases, forward-looking statements can be identified by words such as “aim”, “anticipate”, “aspire”, “attempt”, “believe”, “budget”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “mission”, “plan”, “potential”, “predict”, “progress”, “outlook”, “schedule”, “should”, “study”, “target”, “will”, “would” or the negative of these terms or other similar expressions concerning matters that are not historical facts. In particular, statements regarding the intended construction and commissioning of the Matawinie Mine Project (as defined herein), and the Bécancour Battery Material Plant Project (as defined herein), the intended development of the Matawinie Mine property, the intended development of the Uatnan Mining Project (as defined herein), the intended execution strategy of the Company’s projected development of the Matawinie Mine Project and the Bécancour Battery Material Plant Project, the possibility that the powerline may or may not be operational in due time for the Matawinie Mine Project commissioning phase, the economic performance and product development efforts, including the ability to obtain sufficient financing for the development of the Matawinie Mine Project and the Bécancour Battery Material Plant Project on favorable terms for the Company, including the completion of the FID (as defined herein), the Company’s development activities and production plans, including the operation of the shaping demonstration plant, the purification demonstration plant, the coating demonstration plant and the concentrator demonstration plant, the ability to achieve the Company’s environmental, social and governance (“ESG”) initiatives, the execution of agreements with First Nations, communities and key stakeholders on favorable terms for the Company, the Company’s ability to provide high-performing and reliable advanced materials while promoting sustainability and supply chain traceability, including the Company’s green and sustainable lithium-ion active anode material initiatives, the Company’s ability to establish a local, carbon-neutral, and traceable turnkey supply of graphite-based advanced materials for the Western World, the Company’s electrification strategy and its intended results, market trends, the consumers demand for components in lithium-ion batteries for EVs (as defined herein) and energy storage solutions, the Company’s competitive advantages, macroeconomic conditions, the impact of applicable laws and regulations, the results of the integrated feasibility study, preliminary economic assessment for the Uatnan Mining Project and any other feasibility study and preliminary economic assessments and any information as to future plans, performance and outlook for the Company are or involve forward looking-statements.

Management Discussion and Analysis

Table of Contents

Forward-looking statements are based on reasonable assumptions that have been made by the Company as at the date of such statements and are subject to known and unknown risks, 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, including but not limited to, general business and economic conditions, the actual results of current development, engineering and planning activities, access to capital and future prices of graphite, mining development activities inherent risks, the speculative nature of mining development, changes in mineral production performance, the uncertainty of processing the Company’s technology on a commercial basis, development and production timetables, competition and market risks; pricing pressures, other risks of the mining industry, and additional engineering and other analysis is required to fully assess their impact, the fact that certain of the initiatives described in this MD&A, are still in the early stages and may not materialize, business continuity and crisis management, political instability and international conflicts; and such other assumptions and factors as set out herein and in this MD&A, and additionally, such other factors discussed in the section entitled “Risk Factors” in the Company’s most recent annual information form, which is available under the Company’s profile on SEDAR+ (www.sedarplus.ca).

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that may cause results not to be as anticipated, estimated, or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and are cautioned that the list of risks, uncertainties, assumptions and other factors are not exhaustive. The Company does not undertake to update or revise any forward-looking statements that are included in this MD&A, whether as a result of new information, future events, or otherwise, except in accordance with applicable securities laws. Additional information regarding the Company can be found in the most recent annual information form, which is available under the Company’s profile on SEDAR+ (www.sedarplus.ca).

TECHNICAL INFORMATION AND CAUTIONARY NOTE TO U.S. INVESTORS

Scientific and technical information in this MD&A has been reviewed and approved by Eric Desaulniers, geo, President and CEO for NMG, a Qualified Person as defined by National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). Further information about the Matawinie Mine Project and the Bécancour Battery Material Plant Project, including a description of key assumptions, parameters, methods, and risks, is available in a technical report following NI 43-101 rules and guidelines, titled “NI 43-101 Technical Feasibility Study Report for the Matawinie Mine and Bécancour Battery Material Plant Integrated Graphite Projects”, effective July 6, 2022, and available on SEDAR+ and EDGAR (the “Feasibility Study”). Further information about the Uatnan Mining Project, including a description of key assumptions, parameters, methods, and risks, is available in a technical report following NI 43-101 rules and guidelines, titled “NI 43-101 Technical Report – PEA Report for the Uatnan Mining Project”, effective January 10, 2023, and available on SEDAR+ and EDGAR (the “PEA”).

Disclosure regarding Mineral Reserve and Mineral Resource estimates included herein were prepared in accordance with NI 43-101 and applicable mining terms are as defined in accordance with the CIM Definition Standards on Mineral Resources and Reserves adopted by the Canadian Institute of Mining, Metallurgy and Petroleum Council (the “CIM Definition Standards”), as required by NI 43-101. Unless otherwise indicated, all reserve and resource estimates included in this MD&A have been prepared in accordance with the CIM Definition Standards, as required by NI 43-101.

NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs from the disclosure requirements of the United States Securities and Exchange Commission (the “SEC”) applicable to U.S. companies. Accordingly, information contained herein may not be comparable to similar information made public by U.S. companies reporting pursuant to SEC reporting and disclosure requirements.

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MARKET AND INDUSTRY DATA

Market and industry data presented throughout this MD&A was obtained from third-party sources and industry reports, publications, websites, and other publicly available information, as well as industry and other data prepared by the Company or on behalf of the Company based on its knowledge of the markets in which the Company operates, including but not limited to information provided by suppliers, partners, customers and other industry participants.

The Company believes that the market and economic data presented throughout this MD&A is accurate as of the date of publication and, with respect to data prepared by the Company or on behalf of the Company, that estimates and assumptions are currently appropriate and reasonable, but there can be no assurance as to the accuracy or completeness thereof. The accuracy and completeness of the market and economic data presented throughout this MD&A are not guaranteed and the Company does not make any representation as to the accuracy of such data and the Company does not undertake to update or revise such data. Actual outcomes may vary materially from those forecasted in such reports or publications, and the prospect for material variation can be expected to increase as the length of the forecast period increases. Although the Company believes it to be reliable as of the date of publication, the Company has not independently verified any of the data from third-party sources referred to in this MD&A, analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying market, economic and other assumptions relied upon by such sources. Market and economic data are subject to variations and cannot be verified due to limits on the availability and reliability of data inputs, the voluntary nature of the data-gathering process and other limitations and uncertainties inherent in any statistical survey.

THE COMPANY

CORPORATE STRUCTURE

The Company was established on December 31, 2012, under the Canada Business Corporations Act. NMG’s registered office is located at 481 Brassard Street, Saint-Michel-des-Saints, Québec, Canada, J0K 3B0.

The Company’s shares are listed under the symbol NMG on the New York Stock Exchange (“NYSE”), NOU on the TSX Venture Exchange (“TSXV”), and NM9A on the Frankfurt Stock Exchange.

The Company’s consolidated financial statements have been prepared using accounting principles applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due. In assessing whether the going concern assumption is appropriate, management considers all available information about the future, which is at least, but not limited to, the next twelve months.

Management believes that without additional funding, the Company does not have sufficient liquidity to pursue its planned expenditures. These circumstances indicate the existence of material uncertainties that cast substantial doubt upon the Company’s ability to continue as a going concern and, accordingly, the appropriateness of the use of IFRS applicable to a going concern.

The Company’s ability to continue future operations and fund its development and acquisition activities is dependent on management’s ability to secure additional financing, which may be completed in a number of ways including, but not limited to, the issuance of debt or equity instruments, expenditure reductions, or a combination of strategic partnerships, joint venture arrangements, project debt finance, offtake financing, royalty financing and other capital markets alternatives. While management has been successful in securing financing in the past, there can be no assurance it will be able to do so in the future or that these sources of funding or initiatives will be available for the Company or that they will be available on terms which are acceptable to the Company.

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Although management has taken steps to verify the ownership rights in mining properties in which the Company holds an interest in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the title property for the Company. The title may be subject to unregistered prior agreements and may not comply with regulatory requirements.

VALUE PROPOSITION

NMG is an integrated company developing responsible mining and advanced manufacturing operations to supply the global economy with carbon-neutral active anode material to power electric vehicles (“EV”) and renewable energy storage systems. The Company is developing a fully integrated ore-to-battery-material source of graphite-based active anode material in Québec, Canada. With enviable ESG standards and structuring partnerships with anchor customers, NMG is set to become a strategic supplier to the world’s leading lithium-ion battery and EV manufacturers, providing high-performing and reliable advanced materials while promoting sustainability and supply chain traceability.


Vision	Drive the transition to a decarbonized and just future through sustainable graphite-based solutions.
Mission	Provide the greenest advanced graphite materials with a carbon-neutral footprint for a sustainable world.
Values	Caring, responsibility, openness, integrity, and entrepreneurial spirit.

Based in Québec, Canada, the Company’s activities are focused on the planned Matawinie graphite mine and concentrator (the “Matawinie Mine”) and the planned commercial value-added graphite products transformation plant (the “Bécancour Battery Material Plant”), both of which are progressing concurrently towards commercial operations. NMG is also planning the development of the Uatnan mining project (the “Uatnan Mining Project”) as a subsequent expansion phase. Underpinning these projects are NMG’s world-class Matawinie and Lac Guéret graphite deposits and clean hydroelectricity powering its operations. The Company is developing what is projected to be North America’s first and largest fully integrated natural graphite production.

HIGHLIGHTS

Integrated feasibility study for NMG’s Phase-2 Matawinie Mine and Bécancour Battery Material Plant advancing to optimize production parameters, engineering, and cost projections, with the updated results expected early in Q1-2025.

Active work with Panasonic Energy and GM (collectively NMG’s “Anchor Customers”) to advance product qualification, project execution, commercial, and corporate requirements associated with the respective offtake agreements with a view to underpin a Phase-2 development.

On-going project financing activities for the Company’s Phase 2 including cumulative expressions of interest for approximately $1.4 billion comprised of potential lenders, Anchor Customers and institutional equity investors.

Eligibility to a refundable investment tax credit from the Canadian government estimated at about $350 million for the Phase-2 facilities.

Detailed engineering of Phase-2 facilities progressing with key engineering firms, supporting the preparation of purchase orders for vendor engineering and long-lead items.

Electrification program progressing well; Matawinie Mine’s 120kV electrical substation contract awarded to ABB, construction planning underway for the powerline to supply the mine with clean hydropower, and development of zero-emission mining equipment by Caterpillar Inc. (“Caterpillar”).

Even in the pressured market, 11.2% year-to-date gain on graphite prices (Benchmark Mineral Intelligence, September 2024) and 11.5 million EV sales (Rho Motion, October 2024); GM among manufacturers experiencing significant progress on EV market shares (GM, October 2024).

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Appointment of Stéphane Leblanc to the Board of Directors and Karine Doucet to the position of Vice President Human Resources.

Continued engagement with First Nations and community to inform project execution and maximize local benefits.

Twelve-month rolling total recordable injury frequency rate of 1.73 and severity rate of 0.86 at the Company’s facilities; and no major environmental incidents.

Period-end cash position of $56,502.

BUSINESS LINES

Striving to establish a local, carbon-neutral, and traceable turnkey supply of graphite-based advanced materials for the Western World, the Company is advancing an integrated business operation, from responsible mining to advanced manufacturing. NMG is extracting and processing natural flake graphite to produce active anode material in its demonstration plants, an essential component in lithium-ion batteries used in EVs, energy storage solutions, and consumer technology applications.

The Company is carrying out a phased-development plan for its Matawinie Mine and Bécancour Battery Material Plant (respectively, with the applicable demonstration plants, the “Matawinie Mine Project” and “Bécancour Battery Material Plant Project”) to derisk its projects and advance towards commercial operations. To support growth and meet customers’ demand beyond its Phase 2, the Company is planning the development of the Uatnan Mining Project targeted as NMG’s Phase-3 expansion.

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Matawinie Mine Project
Phase 1: Matawinie Mine Demonstration Plant
	Concentrator Demonstration Plant	In production.
Phase 2: Matawinie Mine		Some groundworks completed; concrete-ready in preparation for launch of construction. Detailed engineering, construction planning, and procurement strategy advancing diligently.
Bécancour Battery Material Plant Project
Phase 1: Battery Material Demonstration Plants
	Shaping Demonstration Plant	In production.
	Purification Demonstration Plant	In production.
	Coating Demonstration Plant	In production.
Phase 2: Bécancour Battery Material Plant		Preliminary works started. Active engineering based on Anchor Customers’ specifications underway to update operational parameters and optimize CAPEX in view of FID.
Uatnan Mining Project
Phase 3: Uatnan Mining Project		PEA completed; detailed work plan for subsequent studies ready for deployment. Assessment of potential sites for processing plants initiated.

MATAWINIE MINE PROJECT

NMG is advancing the development of its flagship Matawinie graphite property, in which the Company owns a 100% interest, to produce about 103,000 tonnes per annum (“tpa”) of graphite concentrate over the 25-year life of mine.

Matawinie Mine Demonstration Plant (Phase 1)

Since 2018, the Company has been operating a concentrator demonstration plant to qualify the Company’s graphite products, improve processes ahead of commercial operations, train employees, and test innovative technologies of tailings management and site restoration.

Matawinie Mine (Phase 2)

Following the issuance of the governmental decree authorizing the project, NMG carried out early works as of 2021 to build the access road connecting the project to the local highway, prepare the site for the mine industrial platform and build key environmental infrastructure. The site is now concrete-ready in preparation for the upcoming construction once FID is reached.

The Company is advancing an integrated project team (“IPT”) model where NMG’s owner team is assisted by strategic partners in engineering, procurement, construction management and project controls. The IPT strategy offers several advantages, including greater control over the project's direction as well as reduced project management and engineering costs.

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Detailed engineering is progressing with key engineering firms for both the concentrator and mining infrastructure, supporting the preparation of purchase orders for vendor engineering and long-lead items.

The 120kV electrical substation contract was awarded to ABB. ABB will lead construction of the substation as the primary connection point between the mining site and Hydro-Québec’s hydropower line, enabling full electrification of the Matawinie Mine using renewable energy. NMG will benefit from technical expertise and dedicated resources overseeing engineering, supply, commissioning, and start-up of the substation.

Complimentary procurement activities are being deployed in preparation of the first construction packages for tendering, including direct meetings with local and Indigenous businesses representatives to document the capacity, service offerings and availability of businesses in the region.

Cost projections reflecting the advancement in engineering, cost optimization, procurement, and construction planning are being finalized as part of the updated integrated feasibility study underway.

NMG’s project team continues to advance the construction preparation with Construction Manager Pomerleau, to outline the execution plan, detailed construction sequence and schedule, contracting strategy, as well as health and safety, environment, and quality programs.

Permit/authorization applications for the upcoming construction are being submitted in line with the project execution schedule.

The Company’s electrification program is making tangible progress. Hydro-Québec, which NMG has mandated to build and operate the 120-kV electrical line set to connect the Matawinie Mine to the provincial hydropower network, is now actively updating execution plans, meeting with landowners and key stakeholders, and preparing construction activities. The powerline is set to be operational in time for the Matawinie Mine commissioning phase.

In parallel, Caterpillar continues to advance the development of zero-exhaust emission equipment for the mining industry, including NMG’s Matawinie Mine. NMG participated in a site visit at Caterpillar’s Tucson Proving Ground involving live field demonstrations of zero-exhaust emission Early Learner machines and prototypes, including battery-electric haulage and charging solutions in the 70 to 100-ton-class. NMG’s technical team is actively collaborating with Caterpillar to support the development, testing and deployment of an integrated site solution for the Matawinie Mine covering the fleet, charging infrastructure and operating site management.

BÉCANCOUR BATTERY MATERIAL PLANT PROJECT

The Company’s planned Bécancour Battery Material Plant constitutes NMG’s comprehensive advanced manufacturing platform for graphite refining. It is set to produce approximately 43,000 tpa of active anode material plus other specialty products.

Battery Material Demonstration Plants

The Company is producing active anode material as per its Anchor Customers’ and other potential customers’ specifications via its commercial-scale equipment modules. In addition to supporting commercial engagement, production at Phase-1 facilities enables advancement of engineering, vendor selection for Phase-2 equipment, and refinement of operational parameters.

Multiple samples produced during the period to support product qualifications with Anchor Customers and other tier-1 battery/EV manufacturers.

Site visits by customers enabling the harmonization of test protocols at NMG’s battery laboratory.

Bécancour Battery Material Plant

The Company is actively working on updating the feasibility study for its integrated ore-to-anode-material Phase 2. The Bécancour Battery Material Plant, including production parameters, engineering and cost projections, is being updated to

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reflect Anchor Customers’ product specifications. The exercise aims at optimizing all aspects of the facility plans, from process and technological trade-offs – looking specifically at the shaping, purification, and coating processes – to equipment selection, energy efficiency and engineering, in order to design, finance, and build a competitive value-added operation. Management expects the results of the updated integrated feasibility study to be ready early in Q1-2025.

In parallel, NMG is carrying over the same IPT execution strategy as the Matawinie Mine to prepare for the construction of its Phase-2 Bécancour Battery Material Plant.

NMG’s project team is working closely with its Construction Manager to prepare key deliverables for the pre-construction phase, including a detailed construction sequence and schedule, the contracting strategy, as well as health and safety, environment, and quality programs.

Initial works carried out to prepare the site ahead of construction.

UATNAN MINING PROJECT

Leveraging the Lac Guéret Property, now wholly-owned by NMG, the Uatnan Mining Project is being planned with a focus on battery material feedstock to support current commercial discussions and favorable market conditions, with a targeted production of approximately 500,000 tpa of graphite concentrate over a 24-year life of mine, based on the preliminary economic assessment published in 2023 in accordance with NI 43-101 (the “PEA”).

NMG has mapped out a detailed workplan to enable the preparation of a feasibility study, including geological, environmental and social components. An initial technical and economic planning study covering camp and logistics requirements is underway.

The Company has initiated the assessment of industrial sites for the establishment of battery material plants to refine the future Uatnan graphite concentrate production.

COMMERCIAL STRATEGY

SALES

The Company is working closely with its Anchor Customers to advance the product qualification, project execution, commercial and corporate requirements associated with the respective offtake agreements with the objective of supporting Phase-2 development. This work involves the full review of Phase-2 plans, both technical and financial, to ensure that all key contractual components are aligned prior to launching Phase-2 construction and all conditions to the Anchor Customers’ multi-year offtake obligations and additional equity subscription commitments can be met. Results from the updated feasibility study are among those key deliverables.

The Company's contracts with its Anchor Customers contain conditions precedent which require the Company to have made a positive decision with respect to FID and entered into certain other project-related agreements by certain fixed dates, failing which the Anchor Customers may terminate their contracts with the Company. Those dates will be exceeded. The Company and its Anchor Customers are working collaboratively toward FID and are in discussions to update the project timeline, including for the satisfaction of these conditions precedent.

In addition, NMG is actively engaged with other tier-1 potential customers interested in signing offtake agreement(s) for the balance of its Phase-2 active anode material production accompanied by strategic investments. The Company’s Phase-1 operations support technical marketing and product qualification efforts with said manufacturers.

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MARKET UPDATE

The global supply of natural graphite remains robust, with China continuing to dominate the market. The overcapacity in China results in intense competition and a pressured market. Nonetheless, the prices for natural graphite continue their correction with a 11.2% year-to-date gain on the Benchmark Flake Graphite Price Index (Benchmark Mineral Intelligence, September 2024). The stability in pricing, coupled with the growing demand, indicates a healthy market outlook for natural graphite.

Indeed, the lithium-ion battery manufacturing for EVs and energy storage systems approaches the 10 TWh landmark by 2030 as gigafactories continue to be added to the pipeline (Benchmark Mineral Intelligence, October 2024). Anchor Customer Panasonic Energy announced strategic partnerships with Mazda and Subaru as part of its plans to the supply of next-generation automotive lithium-ion batteries (Panasonic Energy, September 2024).

After surpassing 1 million EV sales for the first time in August 2024, September reached another record with 1.7 million EVs for a total of 11.5 million EVs year-to-date (Rho Motion, October 2024). Among the manufacturers supporting this trend is GM, which has been making significant progress on EV profitability, rising sales (60% year-over-year increase), and market share growth. GM has invested in a dedicated EV platform, U.S. battery cell manufacturing, and flexible assembly capacity to buttress its EV strategy (GM, October 2024).

Echoing the U.S. trade restrictions, Canada has announced a 100% surtax on Chinese-made EVs starting October 2024. The Canadian government is also exploring potential tariffs on graphite and other minerals, materials and products associated with the energy transition in response to Chinese trade practices in critical manufacturing sectors.

Market conditions remain favorable to NMG’s business strategy, especially with long-term incentives and trade instruments from Western governments targeting onshoring and friendshoring of battery materials. Furthermore, NMG believes in the eventual decoupling from China of the pricing for active anode material in North America based on geopolitical dynamics, ESG advantages and logistical gains.

RESPONSIBILITIES

On a foundation of accountability with a view to contributing to global sustainability goals, NMG publishes an annual ESG Report to present its governance of material topics, disclose its performance, and highlight significant milestones and targets. The 2023 ESG Report was issued on May 15, 2024, and is available on NMG’s website.

For the twelve-month rolling period ended September 30, 2024, NMG reported a total recordable injury frequency rate of 1.73 and severity rate of 0.86 at the Company’s facilities. There were no environmental incidents during this period.

The Company has consulted and continues to engage with First Nations, communities and key stakeholders as it develops its projects.

Discussions between NMG and the Atikamekw First Nation of Manawan are progressing well toward the adoption of an Impact and Benefit Agreement for the Matawinie Mine in line with the two previously signed agreements.

NMG is also engaged in an open dialogue with the W8banaki First Nation; territory guardians were consulted prior to preliminary works on NMG’s Bécancour land.

Local stakeholders were met and informed by Hydro-Québec and NMG on the upcoming construction of the powerline for the Phase-2 Matawinie Mine.

Originating from NMG’s stakeholder engagement and commitment to harmonious integration, a four-season recreational center is being implemented adjacent to the Matawinie Mine. The non-profit organization leading the project, espace nature Haute-Matawinie, has secured over $4.1 million in government funding and community investments, including contributions from NMG, to support construction and operations. The center will offer recreational, sporting, educational,

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and cultural activities for the local community and visitors, enhancing the region’s quality of life and economic development. Infrastructure will include a graphite interpretation center, 35 kilometers of trails, a 360° observation tower, and a service building. Set to open in late 2025, the center is expected to attract 20,000 visitors and hire 9 people, offering long-term benefits beyond the life of the mine. This project is part of NMG’s sustainable development pledge and demonstrates the Company’s commitment to a socially responsible operation that generates shared value.

GOVERNANCE

LEADERSHIP

Director Stephanie Anderson will be leaving the Company after two years. NMG thanks Stephanie for her tenure; her technical skillset and careful judgment have contributed significantly to the Company’s development and sound governance.

The Company has appointed Stéphane Leblanc (ex-Managing Partner/CEO at Rio Tinto Iron & Titanium), a senior mining executive with over 30 years of experience in the industry, to its Board of Directors. The Board of Directors is supported by: the Audit Committee, the Human Resources Committee, the Governance Committee, the ESG Committee, and the Projects and Development Committee. Charters are available on the Corporation’s website at www.NMG.com.

NMG has recruited Karine Doucet to the position of Vice President, Human Resources. With over 20 years of experience in human capital management, Mrs. Doucet will lead the next phase of corporate and operational design for the Company’s workforce with a view to strengthen talent acquisition and management, leadership development, and labor relations.

RISKS

The Company operates in an industry that contains various risks and uncertainties. The Company's contracts with its Anchor Customers contain conditions precedent which require the Company to have made a positive decision with respect to FID and entered into certain other project-related agreements by certain fixed dates, failing which the Anchor Customers may terminate their contracts with the Company. Those dates will be exceeded. The termination of either of those contracts would have a material adverse impact on the Corporation’s business, ability to obtain additional financing, financial performance and operations.

For a more comprehensive discussion of these inherent risks, see “Risk Factors”’ in the Company’s most recent annual information form on file on the Company’s profile on SEDAR+ and on EDGAR.

FINANCING

As the issuance of the updated feasibility study for its fully vertically integrated Phase-2 operations nears, NMG is accelerating financing activities in preparation for FID. Since the launch of project financing efforts, the Company has received cumulative expressions of interest from potential lenders, Anchor Customers and institutional equity investors of approximately $1.4 billion for its Phase-2 project financing. Presentations, site visits, due diligence reviews, and regular meetings provide financial partners with visibility and comfort on the Company’s project, execution strategy, and risk management. Although management believes that FID will occur, no assurance can be given that those expressions of interest will be converted into a positive FID.

The financing structure is set to include Panasonic and GM’s respective Tranche-2 investments announced in February 2024, in conjunction with their respective offtake agreements. Upon a positive FID decision and meeting of established conditions, the Anchor Customers, directly or through an affiliate, or together with potential co-investors, would participate in future funding for a total amount valued at approximately US$275 million.

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A third-party assessment of the Company’s Phase-2 CAPEX eligibility to the new Canadian Investment Tax Credit for Clean Technology Manufacturing indicate a potential for securing approximately $350 million through this refundable tax credit. NMG is designing its capital structure to leverage such fiscal incentives along with strategic debt and equity facilities.

QUARTERLY RESULTS

During the three-month period ended September 30, 2024, the Company recorded a net loss of $8,062 (net loss of $15,526 in 2023), a basic and diluted loss per share of $0.07 (basic and diluted loss per share of $0.26 in 2023).


Description	Q3-2024	Q2-2024	Q1-2024	Q4-2023
	(note a)	(note b)	(note c)	(note d)
	$	$	$	$
Revenue	—	—	—	—
Net loss (income)	8,062	11,082	32,237	16,575
Basic loss (earnings) per share	0.07	0.10	0.43	0.27
Diluted loss (earnings) per share	0.07	0.10	0.43	0.27


Description	Q3-2023	Q2-2023	Q1-2023	Q4-2022
	$	$	$	$
Revenue	—	—	—	—
Net loss (income)	15,526	(1,264)	25,146	4,836
Basic loss (earnings) per share	0.26	(0.02)	0.45	0.09
Diluted loss (earnings) per share	0.26	0.02	0.45	0.13

The net loss in Q3-2024 decreased by $7,464 compared to Q3-2023, mainly due to a $10,254 gain from the fair value revaluation of the derivative warrant liability and a reduction in interest expenses following the settlement of the convertible notes with Mitsui and Pallinghurst on May 2, 2024. This is partially offset by increased vesting expenses for stock options and higher engineering costs related to the ongoing updated feasibility study for the Phase-2 Bécancour Battery Material Plant.

The net loss in Q2-2024 increased by $12,346 compared to Q2-2023 mainly due to the progress of engineering studies for the Phase-2 Bécancour Battery Material Plant, increased vesting expenses of stock options due to additional options granted to key employees that vest upon FID, a gain of $16,529 in 2023 (nil in 2024) related to the fair value revaluation of the embedded derivatives partially offset with the loss on the convertible notes settlement of $7,548 in 2024 (nil in 2023).

The net loss in Q1-2024 increased by $7,091 compared to Q1-2023 mainly due to the $18,625 expense recorded in the consolidated statement of loss and comprehensive loss related to the acquisition of the Lac Guéret Property from Mason, increased engineering and depreciation expenses representing $2,576 for the Bécancour Battery Material Plant Project segment, partially offset by a $5,955 gain related to the fair value revaluation of the derivative warrant liability in Q1-2024. However, this was also offset with the $10,041 loss related to the fair value revaluation of the embedded derivatives of the convertible notes in Q1-2023 (nil in Q1-2024).

d)	The net loss in Q4-2023 increased by $11,739 compared to Q4-2022 mainly due to a gain of $11,199 in the fourth quarter of 2022 related to the fair value adjustment of the embedded derivatives on the convertible notes.

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THREE AND NINE-MONTH PERIOD RESULTS

EXPLORATION AND EVALUATION EXPENSES


	For the three-month periods ended		For the nine-month periods ended
Description	September 30, 2024	September 30, 2023	September 30, 2024	September 30, 2023
	$	$	$	$
Wages and benefits (a)	905	684	2,978	2,274
Share-based compensation (b)	344	149	868	349
Consulting fees (c)	20	6	63	1,607
Materials, consumables, and supplies	170	166	506	511
Maintenance and subcontracting	126	177	414	452
Geology and drilling	—	—	—	8
Utilities	91	83	271	279
Depreciation and amortization	65	64	193	201
Other	82	58	193	190
Uatnan Mining Project (d)	19	—	18,674	99
Grants	(2)	(5)	(29)	(83)
Tax credits	(60)	(52)	(304)	(171)
Exploration and evaluation expenses	1,760	1,330	23,827	5,716

a)The increase of $221 and $704 in wages and benefits for the three and nine-month periods ended September 30, 2024, respectively, is mainly due to new personnel hired to support Phase-2 project.

b)The increase of $195 and $519 in share-based compensation expenses for the three and nine-month periods ended September 30, 2024, respectively, is mainly due to additional options granted to key employees in April 2024 that vest upon a positive FID.

c)The decrease of $1,544 in consulting fees for the nine-month period ended September 30, 2024 is mainly due to the definitive agreement signed with Caterpillar in 2023.

d)The increase of $18,575 for the nine-month period ended September 30, 2024 is due to the acquisition of the Lac Guéret Property on January 31, 2024. For more details on the accounting treatment of this transaction, refer to note 11 of the condensed consolidated interim financial statements.

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BATTERY MATERIAL PLANT PROJECT EXPENSES


	For the three-month periods ended		For the nine-month periods ended
Description	September 30, 2024	September 30, 2023	September 30, 2024	September 30, 2023
	$	$	$	$
Wages and benefits (a)	1,599	1,326	4,283	3,292
Share-based compensation	189	93	459	242
Engineering (b)	5,590	1,760	11,952	4,802
Consulting fees	197	258	597	804
Materials, consumables, and supplies	553	453	1,743	1,565
Maintenance and subcontracting	635	717	1,774	1,593
Utilities	76	86	355	382
Depreciation and amortization (c)	1,765	2,499	6,661	5,120
Other	63	52	206	143
Grants	(127)	(262)	(385)	(729)
Tax credits	(106)	(192)	(446)	(526)
Battery Material Plant project expenses	10,434	6,790	27,199	16,688

a)	The increase of $991 in wages and benefits for the nine-month period ended September 30, 2024 is mainly due to new personnel hired to support the increased activities of the Phase-2 Bécancour Battery Material Plant project.

b)	The increase of $3,830 and $7,150 in engineering expenses for the three and nine-month periods ended September 30, 2024, respectively, is mainly due to ongoing work on updating the feasibility study, which is scheduled to be completed early in Q1-2025.

The increase of $1,541 for the nine-month period ended September 30, 2024 is mainly due to the depreciation expenses related to the Coating Demonstration Plant and a second unit for the Shaping Demonstration Plant, both being placed in service during the second quarter of fiscal year 2023. The decrease of $734 for the three-month period ended September 30, 2024 is mainly due to the end of the useful life for production equipment at the purification demonstration plant.

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GENERAL AND ADMINISTRATIVE EXPENSES


	For the three-month periods ended		For the nine-month periods ended
Description	September 30, 2024	September 30, 2023	September 30, 2024	September 30, 2023
	$	$	$	$
Wages and benefits	1,715	1,681	5,344	5,380
Share-based compensation (a)	1,422	622	4,071	1,661
Professional fees (b)	494	632	2,602	2,045
Consulting fees (c)	505	391	1,393	1,844
Travelling, representation and convention	263	98	714	655
Office and administration (d)	1,202	1,344	4,128	5,436
Stock exchange, authorities, and communication	98	93	381	345
Depreciation and amortization	49	62	169	187
Loss on write-off/disposal of property, plant and equipment (e)	1,098	—	1,098	5
Other financial fees	19	4	27	16
Grants	—	—	(46)	—
General and administrative expenses	6,865	4,927	19,881	17,574

a)	The increase in share-based compensation expenses of $800 and $2,410 for the three and nine-month periods ended September 30, 2024, respectively, is due to additional options granted to key employees in April 2024 that vest upon a positive FID.

The increase in professional fees of $557 for the nine-month period ended September 30, 2024 is mostly due to legal fees attributable to the warrants granted in the private placement with GM and Panasonic completed in February 2024, and the private placement with Mitsui and Pallinghurst completed in May 2024.

The decrease in consulting fees of $451 for the nine-month period ended September 30, 2024 is mostly due to preliminary technical audits and due diligence activities in connection with the project financing debt package in 2023. Due diligence fees are anticipated to increase in the coming months in preparation of FID.

d)	The decrease in office and administration fees of $1,308 for the nine-month period ended September 30, 2024, respectively, is mainly due to lower Director & Officer insurance fees.

The increase of $1,098 and $1,093 for the three and nine-month periods ended September 30, 2024, respectively, is related to the demolition of several cottages near the mine in August 2024. The demolition resulted in a write-off of $1,098 in the consolidated statements of loss and comprehensive loss. The land on which these cottages were built will continue to be utilized for potential future auxiliary installations that will support the mining project.

NET FINANCIAL COSTS

The decrease of $18,953 in financial costs for the nine-month period ended September 30, 2024 is mainly due to the gain of $30,819 related to the fair value revaluation of the derivative warrant liability. This is partially offset by the loss on the settlement of convertible notes of $7,548, following the completion of the private placement with Mitsui and Pallinghurst on May 2, 2024, combined with the gain of $7,935 related to the fair value revaluation of the embedded derivatives of the convertible notes in 2023 (nil in 2024).

Management Discussion and Analysis

Table of Contents

LIQUIDITY AND FUNDING

As at September 30, 2024, the difference between the Company’s current assets and current liabilities was $26,156, including $56,502 in cash and cash equivalents.

Liquidity risk is the risk that the Company encounters difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset.

The Company manages its liquidity risk by using budgets that enable it to determine the amounts required to fund its exploration, evaluation, and development expenditure programs. The Company’s liquidity and operating results may be adversely affected if the Company’s access to the capital markets or other alternative forms of financing is hindered, whether as a result of a downturn in stock market conditions generally or related to matters specific to the Company. The Company has historically generated cash flow primarily from its financing activities.

As at September 30, 2024, the Company’s short-term liabilities totalling $35,315 ($65,608 as at December 31, 2023) have contractual maturities of less than one year and are subject to normal trade terms, except for the convertibles notes that are convertible into units and the derivative warrant liability, which entitle the holder to acquire common shares. The Company regularly evaluates its cash position to ensure preservation and security of capital as well as maintenance of liquidity.


				As at September 30, 2024
	Carrying	Contractual	Remainder of	Year	Year	2027 and
	amount	cash flows	the year	2025	2026	Onward
Accounts payable and other	12,974	12,974	12,974	—	—	—
Lease liabilities	1,822	2,092	137	548	370	1,037
Borrowings	1,075	1,200	75	300	300	525
Convertible Notes – Host^[i]	14,814	16,874	—	16,874	—	—

[i]The Convertible Note is converted at the spot rate as at September 30, 2024.

For the nine-month period ended September 30, 2024, the Company had an average monthly cash expenditure rate of approximately $4,914, including additions to property, plant and equipment, deposits to suppliers and all operating expenses. This expenditure rate can be adjusted to preserve liquidity. The Company anticipates it will continue to have negative cash flows from operating activities in future periods at least until commercial production is achieved. Significant additional financing will be needed to bring the Matawinie Mine and the Bécancour Battery Material Plant to commercial production.


	For the nine-month periods ended
Cash flows provided by (used in)	September 30, 2024	September 30, 2023
	$	$
Operating activities before the net change in working capital items	(36,267)	(30,352)
Net change in working capital items	1,081	1,384
Operating activities	(35,186)	(28,968)
Investing activities	(9,043)	(8,714)
Financing activities	64,479	26,511
Effect of exchange rate changes on cash and cash equivalents	(80)	(160)
Increase (decrease) in cash and cash equivalents	20,170	(11,331)

OPERATING ACTIVITIES

For the nine-month period ended September 30, 2024, cash outflows from operating activities totalled $35,186, while cash outflows totalled $28,968 for the same period in 2023. The cash outflows were higher due to a greater net loss, as described in the above sections, when excluding non-cash items.

Management Discussion and Analysis

Table of Contents

INVESTING ACTIVITIES

For the nine-month period ended September 30, 2024, cash used in investing activities totalled $9,043 whereas for the same period in 2023 investing activities totalled $8,714. The variance is mainly due to greater investments in property, plant, and equipment in 2024 for both the Phase-2 Matawinie Mine and the Phase-2 Bécancour Battery Material Plant, partially offset by higher grants cashed in connection with the coating demonstration plant in 2023.

FINANCING ACTIVITIES

For the nine-month period ended September 30, 2024, the Company had net cash receipts related to financing of $64,479 whereas for the same period in 2023, cash inflows related to financing activities totalled $26,511. The variance is mainly due to the closing of the private placement with GM and Panasonic for gross proceeds of $67,870 in 2024.

ADDITIONAL INFORMATION

RELATED PARTY TRANSACTIONS

The Company considers its directors and officers to be key management personnel. Transactions with key management personnel are set out as follows:


	For the three-month periods ended		For the nine-month periods ended
	September 30, 2024	September 30, 2023	September 30, 2024	September 30, 2023
	$	$	$	$
Key management compensation
Employee benefit expenses	540	479	1,660	1,729
Share-based payments	1,303	483	3,146	908
Board fees	219	213	666	665

During the nine-month period ended September 30, 2024, the Company incurred interest fees to Mitsui, Investissement Québec, and Pallinghurst. For more details, refer to note 8 of the condensed consolidated interim financial statements.

During the three-month period ended September 30, 2024, the Company repurchased a 1% NSR from Pallinghurst Graphite International Limited, along with a second NSR of 0.2% from Pallinghurst Bond Limited. For more details on these transactions, refer to note 6 of the condensed consolidated interim financial statements.

OFF-BALANCE SHEET TRANSACTIONS

There are no off-balance sheet transactions.

CRITICAL ACCOUNTING ESTIMATES, NEW ACCOUNTING POLICIES, JUDGEMENTS AND ASSUMPTIONS

Refer to note 3, 4 and 5 in the condensed consolidated interim unaudited financial statements for the three and nine-month periods ended September 30, 2024, and notes 3, 4, and 5 in the Company’s audited consolidated financial statements for the year ended December 31, 2023.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Refer to note 17 in the condensed consolidated interim unaudited financial statements for the three and nine-month periods ended September 30, 2024.

Management Discussion and Analysis

Table of Contents

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

Refer to note 18 in the condensed consolidated interim unaudited financial statements for the three and nine-month periods ended September 30, 2024.

CAPITAL STRUCTURE


		As at November 14, 2024
Common shares		112,578,651
Options		8,020,750
Warrants		43,750,000
Warrants - Convertible Notes		2,500,000
Convertible Notes		2,500,000
Other reserves - settlement of interests on Convertible Notes		968,245
Fully diluted		170,317,646

SUBSEQUENT EVENTS TO SEPTEMBER 30, 2024

There are no subsequent events to report.

ADDITIONAL INFORMATION AND CONTINUOUS DISCLOSURE

The Company is required to comply with National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings. The certification of interim filings requires us to disclose in the MD&A any changes in our internal controls over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. We confirm that no such changes were made to the internal controls over financial reporting during the three and nine-month periods ended September 30, 2024. The Chief Executive Officer and Chief Financial Officer have signed form 52-109F1, Certification of Annual Filings, which can be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Additional information on the Company is available through regular filings of press releases, financial statements, and the most recent annual information form on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov.). These documents and other information about NMG may also be found on our website at www.nmg.com.

November 14, 2024


/s/ Eric Desaulniers		/s/ Charles-Olivier Tarte
Eric Desaulniers, géo., M.Sc.		Charles-Olivier Tarte, CPA
President and Chief Executive Officer		Chief Financial Officer

Management Discussion and Analysis

Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Éric Desaulniers, President & Chief Executive Officer of Nouveau Monde Graphite Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Nouveau Monde Graphite Inc. (the "issuer") for the interim period ended September 30, 2024.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings (c. V-1.1, r. 27), for the issuer.

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)information required to be disclosed by the issuer in it annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control-Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2ICFR – material weakness relating to design: N/A

5.3Limitation on scope of design: N/A

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2024 and ended on September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.


Date: November 14, 2024

/s/ Éric Desaulniers
Éric Desaulniers
President & Chief Executive Officer

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Charles-Olivier Tarte, Chief Financial Officer of Nouveau Monde Graphite Inc., certify the following:

1.Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Nouveau Monde Graphite Inc. (the "issuer") for the interim period ended September 30, 2024.

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

5.2ICFR – material weakness relating to design: N/A

5.3Limitation on scope of design: N/A


Date: November 14, 2024

/s/ Charles-Olivier Tarte
Charles-Olivier Tarte
Chief Financial Officer

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NMG Nouveau Monde Graphite Inc