Following Shareholder Approval, NMG Set to Close Aggregate US$37.5M Private Placements by Mitsui and Pallinghurst

Nouveau Monde Graphite Inc. (“NMG” or the “Company”) (NYSE:NMG, TSXV: NOU) announces that, at the special meeting of the Company’s shareholders (“Shareholders”) held today, Shareholders approved the previously announced aggregate US$37.5-million private placements from Mitsui & Co., Ltd. (“Mitsui”) (TYO: 8031) and Pallinghurst Bond Limited (“Pallinghurst”) that will be completed by NMG issuing common shares and warrants in exchange for the surrender and cancellation of each of Mitsui’s and Pallinghurst’s convertible notes dated November 8, 2022, as amended and restated on April 11, 2023 (the “Related Party Private Placements”).

Mitsui had committed to a private placement of US$25 million and Pallinghurst to a private placement of US$12.5 million, in each case subject to the approval of disinterested Shareholders of each transaction in accordance with Regulation 61-101 Protection of Minority Security Holders in Special Transactions (“Regulation 61-101”) and Policy 5.9 – Protection of Minority Security Holders in Special Transactions (“Policy 5.9”) and to regulatory approvals.

As per Regulation 61-101, the Company’s disinterested directors engaged Fort Capital Partners British Columbia (“Fort Capital Partners”) to carry out a valuation analysis and fairness opinion (the “Valuation and Fairness Opinion”). The Valuation and Fairness Opinion concluded that the Related Party Private Placements are fair, from a financial point of view, to Shareholders (other than Mitsui and Pallinghurst).

Matters Voted at the Special Meeting

Shareholders adopted all resolutions submitted for their approval, including the Related Party Private Placements. The complete voting results for each item of business are as follows:

RESOLUTIONS	IN FAVOR		WITHHELD
	Votes	%	Votes	%
Mitsui Private Placement	43,333,378	99.36%	278,086	0.64%
Pallinghurst Private Placement	31,165,461	99.11%	281,398	0.89%
Creation of a new control person, being Mitsui