Mr. Arne Frandsen reports

NMG ANNOUNCES OFFTAKE AGREEMENT WITH GM FOR CANADIAN GRAPHITE AND US$150 MILLION EQUITY INVESTMENT

Nouveau Monde Graphite Inc. and General Motors Holdings LLC, a wholly owned subsidiary of General Motors Co., have agreed to sign a supply agreement, upon closing of the tranche 1 investment, in which Nouveau Monde will provide 18,000 tonnes per annum of its expected phase 2 active anode material output to GM upon reaching full production for an initial term of six years. In complement to the supply agreement, Nouveau Monde and GM entered into a subscription agreement, in which GM commits an aggregate $150-million (U.S.) equity investment in Nouveau Monde, subject to certain closing conditions, to develop what is projected to be the first fully integrated natural graphite active anode material project of its kind in North America -- a local, carbon-neutral, reliable, sizable and ESG-driven (environmental, social and governance) source of natural graphite for the electric vehicle (EV) and lithium-ion battery market.

GM will make an initial $25-million (U.S.) equity investment in Nouveau Monde to support the advancement of Nouveau Monde's phase 2 operations -- the Matawinie mine and the Becancour battery material plant -- in line with GM's battery manufacturer's specifications. GM also commits to subscribe for a further $125-million (U.S.) of equity upon the successful completion of conditions precedent and a positive final investment decision (FID) (the tranche 2 investment).

Arne H. Frandsen, chair of Nouveau Monde, declared: "We welcome GM as a shareholder, invested in our robust North American commercial plan as well as our ESG commitments to responsible production and partnered development with first nations and communities. On behalf of the board of directors, I commend NMG's team for their outstanding work in defining what is set to become a thriving relationship providing certainty of supply for GM, a road map to value creation for stakeholders and a robust foundation for growth for shareholders."

Jeff Morrison, vice-president, global purchasing and supply chain at GM, stated: "Our collaboration with NMG is a milestone for the industry and in our ongoing development of a more sustainable and resilient battery supply chain. From our assembly plants and battery cell plants in the U.S. to our investments across the supply chain, we are developing a North American EV ecosystem aimed at benefiting consumers, expanding economic opportunity and creating a competitive advantage for GM."

Eric Desaulniers, founder, president and chief executive officer of Nouveau Monde, reacted: "From neighbours in Becancour to now business partners, GM and NMG align on a vision for a striving and local integrated supply chain, from ore to EVs. North America is rich in resources, manufacturing capacity, talents and innovation. We are leveraging these ingredients to drive a zero-emission future. Today marks a momentous milestone for NMG, highlighting the progress made towards our phase 2 and the company's sound business plan of becoming North America's largest fully integrated natural graphite active anode material producer to serve the booming Western battery and EV market."

More than 95 per cent of the anode side of EV batteries is made from graphite, making it the most demanded raw materials of all battery metals (Benchmark Mineral Intelligence; January, 2023). Natural graphite responsibly extracted at Nouveau Monde's phase 2 Matawinie mine will be transported to the phase 2 Becancour battery material plant to be processed into active anode material before being delivered to battery cell plants for ultimate incorporation as batteries in GM's EVs.

With a confirmed multiyear supply commitment from GM supplemented with the tranche 1 investment, Nouveau Monde has now the means and technical parameters in hand to advance engineering of the company's phase 2 Becancour battery material plant. This plant is planned to be built within the same industrial park as GM and POSCO Future M's cathode active material (CAM) processing facility, the $600-million Ultium CAM plant currently in construction.

Today's announcement also supports Nouveau Monde's engagement with potential lenders, strategic investors and governments with greater visibility on bankability for the project financing linked to a positive FID for the company's integrated phase 2 Matawinie mine and Becancour battery material plant. Lender input has been provided throughout discussions with GM to facilitate a successful financing at FID.

Supply agreement

The supply agreement provides for supply of a volume of 18,000 tonnes per annum, once Nouveau Monde reaches full production, of active anode material by Nouveau Monde to GM for an initial six-year term from the commencement of the company's phase 2 production. The sales will be based on an agreed-upon price formula linked to future prevailing market prices as well as a pricing mechanism to satisfy project financing ratios and ensure stable procurement for GM. The supply agreement is subject to conditions precedent that are standard for a project of this nature. The supply agreement contains standard termination rights for an agreement of this nature.

Strategic investment and investor rights agreement

In connection with the tranche 1 investment, GM has agreed to subscribe for 12.5 million common shares in the capital of Nouveau Monde and 12.5 million common share purchase warrants for aggregate proceeds of $25-million (U.S.). Such warrants are generally exercisable in connection with the tranche 2 investment at FID in accordance with their terms. Each warrant will entitle the holder thereof to acquire one common share at a price per warrant share equal to the lower of: (i) $2.38 (U.S.) per common share; and (ii) the amount in U.S. dollars per common share equal to the closing price of the common shares on the trading day immediately following the date on which the tranche 1 investment is announced. The exercise of the warrants is subject to certain ownership limitations.

Nouveau Monde will use the net proceeds from the tranche 1 investment for the development of the phase 2 Matawinie mine and Becancour battery material plant.

Nouveau Monde and GM will also enter into an investor rights agreement, which includes registration rights at the closing of the tranche 1 investment. Pursuant to the investor rights agreement, the GM securities will be subject to a lock-up for a period of 18 months from the date of the tranche 1 investment. The investor rights agreement also provides GM with certain rights relating to its investment in Nouveau Monde, including certain board nomination and anti-dilution rights. Copies of the subscription agreement, the offtake agreement and the investor rights agreement will be available on the company's page on SEDAR+ and on EDGAR, and the summary of such agreements contained herein is qualified in its entirety by the reference to such documents.

Nouveau Monde's active anode material

Thanks to active technical engagement between the parties, active anode material produced at Nouveau Monde's phase 1 facilities has been supplied to and tested by GM's battery manufacturer to confirm alignment with its distinct specifications and quality standards.

Nouveau Monde's fully integrated production in Quebec, Canada, from ore to active anode material, provides guarantee of a local, traceable and reliable source for GM's supply chain. The supply agreement integrates sourcing requirements under the Inflation Reduction Act's consumer EV tax credit provisions, a condition aligned with Nouveau Monde's localization and value chain design.

Nouveau Monde's active anode material has demonstrated minimal environmental footprint in an ISO-compliant (International Organization for Standardization) life-cycle assessment thanks to the company's planned all-electric operations powered by renewable energy combined with clean processing technologies. Nouveau Monde has also been identified as industry leading in Benchmark Mineral Intelligence's natural graphite sustainability index, the only producer to have been qualified in the category following a comprehensive examination of ESG practices, transparency and engagement.

Decarbonization efforts, trade regulations and recent geopolitical developments reaffirm the importance of establishing of a local, resilient and ESG-driven supply chain of graphite to support battery and EV production. Nouveau Monde is targeted to become the largest natural graphite producer in North America, fully integrated from ore to active anode material and with demonstrated sustainability performance.

Complementary information

Nouveau Monde has also announced having entered a multiyear binding offtake agreement with Panasonic Energy Co. Ltd. and a private placement with Panasonic Holdings Corp. Other strategic investors have also concurrently committed to an investment of $37.5-million (U.S.) in Nouveau Monde through a private placement. Additional information regarding such transactions is available on the company's website, on SEDAR+ and on EDGAR.

Shareholders, analysts and members of the media are invited to attend a webcast investor briefing on Thursday, Feb. 15, 2024, at 10:30 a.m. ET. Hosted by president and chief executive officer Eric Desaulniers with the participation of Nouveau Monde's management team, the briefing will entail a technical presentation followed by a question-and-answer session. Registration should be completed on-line prior to the start of the briefing.

A brief interview with Mr. Desaulniers on this announcement is also available for viewing on-line. Members of the media may download high-resolution files on-line and make additional interview or information requests to Julie Paquet, vice-president, communications and ESG strategy, at Nouveau Monde.

Completion of the transaction remains subject to customary regulatory approvals, including approval of the TSX Venture Exchange and the New York Stock Exchange, shareholder approval in respect of the tranche 2 investment, and other customary closing conditions. Copies of the subscription agreement, the offtake agreement and the investor rights agreement will be available on the company's page on SEDAR+ and on EDGAR.

About Nouveau Monde Graphite Inc.

Nouveau Monde is striving to become a key contributor to the sustainable energy revolution. The company is working toward developing a fully integrated source of carbon-neutral battery anode material in Quebec, Canada, for the growing lithium-ion and fuel cell markets. With enviable ESG standards, Nouveau Monde aspires to become a strategic supplier to the world's leading battery and automobile manufacturers, providing high-performing and reliable advanced materials while promoting sustainability and supply chain traceability.

We seek Safe Harbor.