Ms. Julie Paquet reports

FOLLOWING SHAREHOLDER APPROVAL, NMG SET TO CLOSE AGGREGATE US$37.5M PRIVATE PLACEMENTS BY MITSUI AND PALLINGHURST

Nouveau Monde Graphite Inc. shareholders, at the special meeting of the company's shareholders held today, approved the previously announced private placements totalling $37.5-million (U.S.) from Mitsui & Co. Ltd. and Pallinghurst Bond Ltd., which will be completed by Nouveau Monde issuing common shares and warrants in exchange for the surrender and cancellation of each of Mitsui's and Pallinghurst's convertible notes dated Nov. 8, 2022, as amended and restated on April 11, 2023.

Mitsui had committed to a private placement of $25-million (U.S.) and Pallinghurst to a private placement of $12.5-million (U.S.), 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, and Policy 5.9, Protection of Minority Security Holders in Special Transactions, and to regulatory approvals.

As per Regulation 61-101, the company's disinterested directors engaged Fort Capital Partners British Columbia to carry out a valuation analysis 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 provided in the attached table.

Closing of the related party private placements

Nouveau Monde, 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 Nov. 8, 2022, as amended and restated on April 11, 2023, for 12.5 million common shares in the capital of Nouveau Monde and 12.5 million common share purchase warrants on the same pricing and other terms as the previously announced $25-million (U.S.) equity investment in Nouveau Monde (the tranche 1 investment) by Panasonic Holdings Corp. and General Motors LLC (the anchor customers). Nouveau Monde will also enter into an investor rights agreement with Mitsui at the closing of its 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 its investment. The investor rights agreement also provides Mitsui with certain rights relating to its investment in Nouveau Monde, 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 per cent of the issued and outstanding common shares for a period of three years.

Pallinghurst is exchanging its convertible note, dated Nov. 8, 2022, as amended and restated on April 11, 2023, for 6.25 million common shares and 6.25 million common share purchase warrants on the same pricing and other terms as the tranche 1 investment with the anchor customers. Nouveau Monde will enter into a registration rights agreement with Pallinghurst at the closing of their investment.

Concurrently with the redemption, surrender and cancellation of Mitsui's and Pallinghurst's convertible notes, 1,579,043 common shares that have been reserved for issuance will be issued as fully paid and non-assessable common shares.

About Nouveau Monde Graphite Inc.

Nouveau Monde Graphite is an integrated company developing responsible mining and advanced manufacturing operations to supply the global economy with carbon-neutral active anode material to power EV (electric vehicle) and renewable energy storage systems. The company is developing a fully integrated ore-to-battery-material source of graphite-based active anode material in Quebec, Canada. With enviable ESG (environmental, social and governance) standards and structuring partnerships with anchor customers, Nouveau Monde 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.

We seek Safe Harbor.