Mr. Fahad Al-Tamimi reports

MASON RESOURCES EMERGES AS STRATEGIC SHAREHOLDER OF NOUVEAU MONDE GRAPHITE THROUGH SALE OF LAC GUERET GRAPHITE PROPERTY

Mason Resources Inc. has entered into an asset purchase agreement (APA) dated Jan. 21, 2024, with Nouveau Monde Graphite Inc. (NMG) for the sale of the Lac Gueret property, targeted for the development of the Uatnan mining project.

In consideration for the sale of the Lac Gueret property, Mason will receive 6,208,210 common shares of NMG, representing a 143-per-cent premium on the implied market value of the Lac Gueret property and 9.25 per cent of the pro forma issued and outstanding common shares of NMG, to be issued to Mason upon the closing of the transaction, and an additional payment of $5-million in cash at the start of commercial production of the contemplated Uatnan mining project.

Benefits to Mason shareholders:

• Provides opportunity to become one of NMG's largest shareholders at an opportune time given the rapid progress of NMG, strategically positioning Mason for future gains;
• Provides exposure to NMG's active commercial discussions with Tier 1 battery and electric vehicle manufacturers, including Panasonic Energy Co. Ltd., a wholly owned subsidiary of Panasonic Holdings Corp., which not only confirm the strong projected demand by battery materials analysts for graphite, but are likely to support the establishment of a globally relevant graphite industry in the province of Quebec;
• Provides diversification and mitigates long-term development risks associated with the Uatnan mining project, while retaining equivalent exposure to the graphite sector;
• Unlocks near-term value with attractive premium: 143-per-cent premium received in consideration on the implied market value of Lac Gueret property, based on 10-day volume-weighted average price (VWAP);
• Enhances exposure to the anticipated near-term increase in graphite prices, especially in light of recent Chinese restrictions announced on graphite material exports, with equity ownership of a near-term producer;
• Eliminates future financing requirements related to the Uatnan mining project, avoiding eventual equity dilution;
• Eliminates care and maintenance costs related to the Lac Gueret property, resulting in further direct and short-term financial benefits;
• Reinforces NMG's fully vertically integrated production model in North America, further strengthening Mason's strategic positioning.

Fahad Al-Tamimi, chairman of Mason, commented: "In forging this new strategic partnership with Nouveau Monde Graphite through this innovative structure, we pave the way for a thriving Quebec graphite industry, a venture poised to yield substantial benefits for both Mason and Nouveau Monde shareholders. From the outset, my unwavering belief in Quebec's potential for the graphite sector and the vision of becoming a global leader in clean energy, reducing CO2 emissions, and electrify its transportation, buildings and businesses has been resolute. This marks a pivotal advancement toward its exciting and promising development which will benefit the economy and the people of Quebec."

Arne H. Frandsen, chair of NMG, declared: "With its very large, high-quality natural graphite deposit, the acquisition of the Lac Gueret deposit represents a strategically important move by NMG. This addition of a world-class asset to NMG's portfolio of resources underpins the company's growth prospects and commercial attractiveness. It also puts us in a unique position in the global battery materials space. Our leadership and strong technical teams are looking forward to the smart further development of the Lac Gueret asset, fully synchronized with NMG's current execution plans. We also warmly welcome Mason as a shareholder of NMG as we build a pioneering -- and possibly the largest! -- integrated natural graphite production in the Western world."

Eric Desaulniers, founder, president and chief executive officer of NMG, said: "In light of commercial discussions for our phase 2 production out of the Matawinie mine and Becancour battery material plant, we are confident in the current and future demand for ethically sourced and environmentally produced graphite-based anode material. NMG is set to match the sustained market growth with a robust expansion plan now secured in the Uatnan mining project. Uitshi-atussemitutau -- together with the Innu First Nation of Pessamit -- is our vision for the development of this project. We are committed to a strong involvement of the first nation and active engagement with the region's community and stakeholders to ensure a responsible and sustainable development."

Asset purchase agreement

Under the terms of the APA, NMG has agreed to acquire 100 per cent of Mason's Lac Gueret property, which consists, among other things, of 74 map-designated claims totalling 3,999.52 hectares. The consideration for the acquisition of the Lac Gueret property is payable in 6,208,210 common shares of NMG, representing 9.25 per cent of the pro forma issued and outstanding shares of NMG, to be issued to Mason upon the closing of the transaction, and a subsequent payment of $5-million to Mason at the start of commercial production of the contemplated Uatnan mining project. Of the common shares of NMG to be issued in connection with the transaction, 3,104,105 will be subject to a lock-up for a period of 12 months and the remaining 3,104,105 common shares of NMG will be subject to a lock-up for an additional six months.

Closing of the transaction is subject to standard closing conditions and is expected to occur on or before Jan. 31, 2024. The closing of the transaction will supersede and terminate the previously announced investment agreement, and option and joint venture agreement between Mason and NMG. See the company's press releases dated May 16, June 23, July 5, and July 20, 2022.

Financial and legal advisers

Paradigm Capital Inc. is acting as financial adviser and Davies Ward Phillips & Vineberg LLP is acting as legal adviser to the company in connection with the transaction.

About Mason Resources Inc.

Mason Resources is a Canadian corporation focused on seeking investment opportunities. Mason is the largest shareholder of Black Swan Graphene Inc. focusing on the large-scale production of patented high-performance and low-cost graphene products aimed at several industrial sectors, including concrete and polymers, which are expected to require large volumes of graphene and, in turn, large volumes of graphite. Black Swan aims at leveraging Quebec's emerging graphite industry to establish an integrated supply chain. In 2023, Black Swan, Nationwide Engineering Research & Development Ltd., and Arup Group Ltd. announced strategic partnerships and, in 2024, Black Swan announced a commercial agreement with Hubron International Ltd. Black Swan's graphene processing technology was developed over the span of a decade by Thomas Swan & Co. Ltd., a United Kingdom-based global chemicals manufacturer, with a century-long record.

We seek Safe Harbor.