Following Shareholder Approval, NMG Set to Close Aggregate US$37.5M Private Placements by Mitsui and Pallinghurst - Seite 2

43,422,952

99.57%

188,512

0.43%

Creation of a new control person, being General Motors LLC

30,951,993

99.49%

159,471

0.51%

Creation of a new control person, being Panasonic Holdings Corporation

43,488,962

99.72%

122,502

0.28%

Closing of the Related Party Private Placements

NMG, Mitsui and Pallinghurst are scheduled to close the Related Party Private Placements on May 2, 2024, subject to the final acceptance of the TSX Venture Exchange.

Mitsui is exchanging its convertible note, dated November 8, 2022, as amended and restated on April 11, 2023, for 12,500,000 Common Shares in the capital of NMG (the “Common Shares”) and 12,500,000 Common Share purchase warrants on the same pricing and other terms as the previously announced US$25 million equity investment in NMG (the “Tranche 1 Investment”) by Panasonic Holdings Corporation and General Motors LLC (the “Anchor Customers”). NMG will also enter into an investor rights agreement (the “Investor Rights Agreement”) with Mitsui at the closing of their investment. Pursuant to the Investor Rights Agreement, Mitsui will be required to “lock-up” its securities for a period of 12 months from the date of their investment. The Investor Rights Agreement also provides Mitsui with certain rights relating to its investment in NMG, namely certain board nomination and anti-dilution rights. Mitsui will be subject to a standstill limitation whereby it will not be able to increase its holdings beyond 20% of the issued and outstanding Common Shares for a period of three years.

Pallinghurst is exchanging its convertible note, dated November 8, 2022, as amended and restated on April 11, 2023, for 6,250,000 Common Shares and 6,250,000 Common Share purchase warrants on the same pricing and other terms as the Tranche 1 Investment with the Anchor Customers. NMG will enter into a registration rights agreement with Pallinghurst at the closing of their investment.