Exhibit 99.3

THE SECURITIES BEING ISSUED PURSUANT TO THIS SUBSCRIPTION AGREEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (OTHER THAN DISTRIBUTORS) UNLESS SUCH SECURITIES ARE REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT is made as of April 9, 2026

(the “Corporation”)

- and -

ENI INTERNATIONAL B.V., a corporation organized and existing under the laws of the Netherlands.

(the “Investor”)

RECITALS:

NOW THEREFORE, in consideration of, and in reliance on, the premises, representations, warranties, covenants and agreements set forth in this Agreement and the Ancillary Agreements, the parties hereby agree as follows:

ARTICLE 1 - INTERPRETATION

1.1            Definitions

In this Agreement, unless otherwise provided:

Control is deemed to arise (without limitation to other circumstances in which Control may arise) when that Person:

“Controlled” and “Controlling” have equivalent meanings;

provided, however, that any action, change, fact, event, circumstance or state of circumstances resulting from the matters referred to in clauses (i), (ii), (iii), (iv) and (v) above shall be excluded only to the extent such matters do not disproportionately impact the Corporation and the Subsidiaries, taken as a whole, as compared to other Persons operating in the same industry or industries in which the Corporation or the Subsidiaries operate;

provided, however (for the avoidance of doubt) that no Lien described above, other than in paragraphs (i), (ii), (iii) and (v), shall constitute a Permitted Lien if it was incurred in connection with the incurrence of any Permitted Financial Indebtedness;

For the purposes of this Agreement:

The following schedules attached to this Agreement (the “Schedules”) form part of this Agreement:

Schedule A      -      Registration Instructions

Schedule B       -      Investor Rights Agreement

Schedule C       -      Registration Rights Agreement

ARTICLE 2 - SUBSCRIPTION

The net proceeds of the Investment (the “Proceeds”) shall be used in combination with the net proceeds from the FID Private Placement (other than the Proceeds) and the FID Prospectus Offering and the funds available under the FID Debt Commitment, for: (i) funding the design, engineering and construction of the Matawinie Project; and (ii) general and administrative expenses and general working capital of the Corporation.

ARTICLE 3 - REPRESENTATIONS, WARRANTIES, ACKNOWLEDGMENTS
AND AUTHORIZATIONS

The Corporation hereby represents and warrants to the Investor as of the date hereof (unless a different date is indicated, in which case the representation and warranty shall be as of such date) as follows and acknowledges that the Investor is relying on such representations and warranties in connection with the transactions contemplated herein:

The Investor hereby represents and warrants to the Corporation as of the date hereof (unless a different date is indicated, in which case the representations and warranties shall be as of such date) as follows and acknowledges that the Corporation is relying on such representations and warranties in connection with the transactions contemplated herein:

The Investor hereby acknowledges and agrees as follows:

“Unless permitted under securities legislation, the holder of this security must not trade the security before [insert four months and a day after the Closing Date].”

ARTICLE 4 - CONDITIONS PRECEDENT TO CLOSING

The Investor’s obligation under this Agreement to purchase the Purchased Shares, shall be subject to the following conditions (which conditions may be waived in writing by the Investor in its sole discretion):

If any of the foregoing conditions has not been fulfilled by the Outside Date, the Investor may elect not to complete the Investment by notice in writing to the Corporation. The Investor may waive compliance with any condition in whole or in part if it sees fit to do so, without prejudice to its rights in the event of non-fulfilment of any other condition, in whole or in part, or to its rights to recover damages for the breach of any representation, warranty, covenant or condition contained in this Agreement.

The Corporation’s obligation under this Agreement to issue and sell the Purchased Shares, is subject to the following conditions (which conditions may be waived by the Corporation in its sole discretion):

If any of the foregoing conditions has not been fulfilled by the Outside Date, the Corporation may elect not to complete the Investment by notice in writing to the Investor. The Corporation may waive compliance with any condition in whole or in part if they see fit to do so, without prejudice to their rights in the event of non-fulfilment of any other condition, in whole or in part, or to their rights to recover damages for the breach of any representation, warranty, covenant or condition contained in this Agreement.

ARTICLE 5 - CLOSING

The closing of the subscription and issuance of the Purchased Shares (the “Closing”) shall take place remotely by exchange of documents and signatures (or their electronic counterparts) at the Closing Time, or at such other date or time as agreed upon by the Investor and the Corporation.

At or prior to the Closing Time, the Corporation shall deliver to the Investor the following:

At or prior to the Closing Time, the Investor shall deliver to the Corporation, the following:

ARTICLE 6 - COVENANTS

Each of the parties hereto shall make commercially reasonable efforts to ensure satisfaction of each of the conditions for which it is responsible for performing, delivering or satisfying set forth in Article 4.

Until the earlier of the Closing Time and the termination of this Agreement, the Corporation shall:

Until the earlier of the Closing Time and the termination of this Agreement, the Corporation shall promptly notify the Investor of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably likely to:

Until the earlier of the Closing Time and the termination of this Agreement:

Until the earlier of the Closing Time and the termination of this Agreement:

Notwithstanding anything to the contrary provided herein, the Investor shall not be obliged to perform any of its obligations otherwise required under this Agreement if this would be in violation of or would expose it to the risk of punitive measures under any Sanctions.

This Section 6.7 shall not be interpreted or applied in relation to the Corporation to the extent that the representations made under this Section 6.7 violate, or would result in a breach of the Foreign Extraterritorial Measures Act (Canada).

Until the earlier of the Closing Time and the termination of this Agreement:

Without prejudice to the provisions set forth under Section 6.2, which are applicable to the Investment made by the Investor, the provisions set out in this Section 6.9 shall apply to investments the Corporation or its Subsidiaries have made or accepted or have undertaken to make or accept. Until the earlier of the Closing Time and the termination of this Agreement:

ARTICLE 7 - TERMINATION

This Agreement shall terminate upon:

Upon the termination of this Agreement:

ARTICLE 8 - INDEMNIFICATION

If the indemnification provided for in this Article 8 is held by a court of competent jurisdiction to be unavailable to an Investor Indemnified Party with respect to any Losses referred to herein, the Corporation, in lieu of indemnifying such Investor Indemnified Party hereunder, shall contribute to the amount paid or payable by such Investor Indemnified Party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the Corporation on the one hand and of the Investor Indemnified Party on the other in connection with matters that resulted in such Loss as well as any other relevant equitable considerations. The relative fault of the Corporation and of the Investor Indemnified Party shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission or fault.

Each party hereto acknowledges that the representations, warranties and agreements made by it herein are made with the intention that they may be relied upon by the other party. The parties further agree that the representations, warranties, covenants and agreements shall survive the purchase and sale of the Purchased Shares and shall continue in full force and effect for a period ending on the date that is eighteen (18) months following the Closing, notwithstanding any subsequent disposition by the Investor of the Purchased Shares, or any termination of this Agreement; provided, however, that the representations and warranties of the Corporation set forth in Sections 3.1(a) to 3.1(g) and the representations, warranties, acknowledgments, and authorizations of the Investor set forth in Sections 3.2(a) and 3.2(b) of this Agreement shall survive indefinitely; provided, further, that the representations and warranties of the Corporation set forth in Section 3.1(ee) and the last sentence of Section 3.1(w) shall survive until sixty (60) days after the expiration of the last of the limitation periods contained in the Tax Act or any other Applicable Laws imposing Taxes on the Corporation or a Subsidiary subsequent to the expiration of which an assessment or reassessment or other form or recognized document assessing liability for Taxes, interest or penalties thereunder for the period ended on the Closing Date cannot be issued (such period to include any period extended by any agreement, waiver or arrangement with any Governmental Entity, if such extension is requested, or consented to, in writing by the Corporation or such Subsidiary); and provided, finally, that the representations and warranties of the Corporation set forth in Sections 3.1(ggg) and 3.1(hhh) shall survive until sixty (60) days after the expiration of the last of the applicable statutes of limitations contained in the Applicable Laws (the survival date of each representation, warranty, covenant and agreement herein as set forth above is referred to as the “Survival Date”). This Agreement shall be binding upon and shall enure to the benefit of the parties hereto, their respective successors, permitted assigns and legal representatives. Notwithstanding the foregoing, the provisions contained in this Agreement related to indemnification or contribution obligations shall survive and continue in full force and effect, indefinitely, provided that, no Claim for indemnity pursuant to this Article 8 may be made after the Survival Date for the applicable representation, warranty, covenant or agreement unless notice of the Claim was provided to the Corporation on or prior to the Survival Date.

Nothing in this Agreement shall in any way restrict or limit the general obligation at law of a party hereto to mitigate any Loss which it may suffer or incur by reason of a breach of any representation, warranty or covenant of that other party under this Agreement. If any Loss can be reduced by any recovery, settlement, or payment by or against any other Person, a party hereto shall take all appropriate steps to enforce such recovery, settlement or payment. If the Investor Indemnified Party fails to make all commercially reasonably efforts to mitigate any Loss then the Corporation shall not be required to indemnify any Investor Indemnified Party for the Loss that could have been avoided if the Investor Indemnified Party had made such efforts.

Each party hereto hereby acknowledges and agrees that, with respect to this Article 8, the Investor is contracting on its own behalf and as agent for the other Investor Indemnified Parties referred to in this Article 8. In this regard, the Investor shall act as trustee for such Investor Indemnified Parties of the covenants of the Corporation under this Article 8 with respect to such Investor Indemnified Parties and accepts these trusts and shall hold and enforce those covenants on behalf of such Investor Indemnified Parties.

ARTICLE 9 - GENERAL PROVISIONS

Each party hereto shall bear its own fees and expenses incurred in connection with the Investment.

Time shall be of the essence of this Agreement. Each of the parties hereto shall be in default by the mere lapse of time for performing its obligations hereunder, without the necessity of further notice or delay, as contemplated by article 1594 of the Civil Code of Québec.

Each of the parties hereto shall promptly do, make, execute, deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party may reasonably require from time to time for the purpose of giving effect to this Agreement and the Ancillary Agreements.

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors, permitted assigns and legal representatives.

This Agreement shall be construed and governed by the laws of the Province of Québec and the federal laws of Canada applicable in that province without regard to conflict of law principles that would result in the application of the laws of any other jurisdiction.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Applicable Laws or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.

This Agreement, the provisions contained in this Agreement, and the agreements and other documents to be delivered pursuant to this Agreement, constitute the entire agreement between the parties with respect to the subject matter thereof and supersede all prior communications, proposals, representations and agreements, whether oral or written, with respect to the subject matter thereof.

Any notice or other communication to be given hereunder shall be in writing and shall:

Eni S,p.A.

Via Emilia 1

20097 San Donato Milanese (MI) - ITALY

Attention: [Redacted, contact information]

Email: [Redacted, contact information]

with a copy (which shall not constitute notice) to:

Eni International B.V.

Strawinskylaan 1163 

1077 XX Amsterdam -The Netherlands

World Trade Center | Tower Ten - 11th Floor

Attention: [Redacted, contact information]

Email: [Redacted, contact information]

Nouveau Monde Graphite Inc.

481, rue Brassard

Saint-Michel-des-Saints, Québec

J0K 3B0

with a copy (which shall not constitute notice) to:

Stein Monast

70 rue Dalhousie, Suite 300

Québec, Québec

G1K 4B2

and each notice or communication shall be personally delivered (including by courier service) to the addressee or sent by electronic transmission to the addressee, and (i) a notice or communication which is personally delivered shall, if delivered before 5:00 p.m. (in the jurisdiction of the recipient) on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a notice or communication which is sent by electronic transmission shall, if sent on a Business Day before 5:00 p.m. (in the jurisdiction of the recipient), be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is sent. Either party hereto may at any time change its address for service from time to time by notice given in accordance with this Section 9.9.

No provision of this Agreement may be amended or modified except by a written instrument signed by both parties. No waiver by any party of any provision hereof shall be effective unless explicitly set forth in writing and executed by the party so waiving. The waiver by either party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right.

This Agreement shall not be assigned by any party hereto without the prior written consent of the other party. Notwithstanding the foregoing, the Investor may assign and transfer all of its rights, benefits, duties and obligations under this Agreement in their entirety, without the consent of the Corporation, to any Affiliate of the Investor at the time of the assignment and transfer, provided that such Affiliate first agrees in writing with the Corporation to be bound by the terms of this Agreement.

Except as provided in Article 8 with respect to indemnification, this Agreement is for the sole benefit of the parties hereto and their successors and permitted assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

During the period from the date of this Agreement to the Closing, the Corporation shall provide prior notice to the Investor of any public disclosure related to the Investment that it proposes to make which includes the name of the Investor, or any of its Affiliates, together with a draft copy of such disclosure; provided that, except as required by Applicable Law, in no circumstance shall any public disclosure of the Corporation or any of its Affiliates include the name of the Investor, or any of its Affiliates without the Investor’s prior written consent, in its sole discretion.

The confidentiality obligations and restrictions of the parties (ENI S.P.A. on behalf of the Investor) contained in the Confidentiality Agreement dated October 10, 2025 shall apply to this Agreement as if fully set forth herein.

Notwithstanding anything to the contrary herein, the Corporation agrees that, following closing, the Investor may publicly disclose the main parameters of the financial assistance granted to the Corporation, including, but not limited to, the name of the Corporation, its type of activities, its location, the nature and amount of the financial assistance provided for herein and the number of employees working for the Corporation.

This Agreement may be executed in several counterparts (including by means of electronic communication in PDF format, DocuSign or any similar manner), each of which when so executed shall be deemed to be an original and shall have the same force and effect as an original, and such counterparts together shall constitute one and the same instrument.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF the parties have signed this Agreement as of the date first written above.

NOUVEAU MONDE GRAPHITE INC.

ENI INTERNATIONAL B.V.

SCHEDULE A

REGISTRATION INSTRUCTIONS

SCHEDULE B

INVESTOR RIGHTS AGREEMENT

INVESTOR RIGHTS AGREEMENT

THIS Investor Rights Agreement (this “Agreement”) is made and entered into this ●, 2026, by and between Nouveau Monde Graphite Inc., a corporation governed by the Act (as defined below) (“NMG” or the “Corporation”), and [ENI International B.V.], a [private limited liability company] governed by the laws of the Netherlands (“ENI”) (NMG and ENI being hereinafter collectively called the “Parties”, and individually, a “Party”), in connection with the sale and issuance by NMG of 38,043,478 Common Shares (as defined below) to ENI pursuant to the terms and subject to the conditions of the subscription agreement dated April 9, 2026 by and among NMG and ENI (the “Subscription Agreement”).

As a material inducement of ENI to purchase the Common Shares, NMG hereby agrees that, in addition to any and all other rights provided to ENI as a Shareholder (as defined below) pursuant to the Subscription Agreement and any other agreements entered into by NMG and ENI in connection with ENI’s investment in the Common Shares, ENI will be entitled to the following contractual rights.

For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

then ENI agrees to vote all Common Shares beneficially owned, or over which Control or direction is exercised, by ENI and its Affiliates at each Election Meeting in favour of the Management Nominees, other than: (i) in connection with any merger, amalgamation, arrangement, take-over bid, going private transaction or other similar transaction; (ii) any Management Nominees who the Board is recommending as required under or in connection with arrangements with another Shareholder; or (iii) any Management Nominees whose nomination is, in the opinion of ENI, acting reasonably, not appropriate for reputational or similar reasons.

¹ Twelve months from the signature date of this agreement.

in each case, for greater certainty, after giving effect to the issuance of any Common Shares or Convertible Securities acquired by ENI and its Affiliates as part of the Offering, other than pursuant to the exercise of the Pre-Emptive Right, if applicable. Pre-Emptive Right Securities may be offered by way of a separate private placement to ENI to be completed in accordance with Section ‎3(d), unless NMG and ENI agree that ENI will participate directly in the Offering.

(such securities to be issued by the Corporation in the foregoing circumstances, the “Excluded Securities”), and, in each case, which has been approved by the Board.

² Twelve months from the signature date of this agreement.

Eni S,p.A.

Via Emilia 1

20097 San Donato Milanese (MI) - ITALY

with a copy (which shall not constitute notice) to:

Eni International B.V.

Strawinskylaan 1163

1077 XX Amsterdam – The Netherlands

World Trade Center | Tower Ten – 11^th Floor

Nouveau Monde Graphite Inc.

481 rue Brassard
Saint-Michel-des-Saints, Québec

J0K 3B0

with a copy (which shall not constitute notice) to:

Stein Monast L.L.P.

70 rue Dalhousie, Suite 300

Québec, Québec

G1K 4B2

and each notice or communication shall be personally delivered (including by courier service) to the addressee or sent by electronic transmission to the addressee, and (i) a notice or communication which is personally delivered shall, if delivered before 5:00 p.m. (in the jurisdiction of the recipient) on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a notice or communication which is sent by electronic transmission shall, if sent on a Business Day before 5:00 p.m. (in the jurisdiction of the recipient), be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is sent. Either Party hereto may at any time change its address for service from time to time by notice given in accordance with this Section ‎‎8‎(j).

[Remainder of page left intentionally blank. Signature page follows.]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives effective as of the date first written above.

[Signature page to Investor Rights Agreement]

SCHEDULE C

REGISTRATION RIGHTS AGREEMENT

NOUVEAU MONDE GRAPHITE INC.

– and –

ENI INTERNATIONAL B.V.

REGISTRATION RIGHTS AGREEMENT

·, 2026

THIS REGISTRATION RIGHTS AGREEMENT is made as of the ·, 2026.

BETWEEN:

NOUVEAU MONDE GRAPHITE INC., a company governed by the Canada Business Corporations Act

(the “Corporation”)

- and -

ENI INTERNATIONAL, B.V. a company governed by the laws of the Netherlands

(the “Investor”).

WHEREAS pursuant to the terms of a subscription agreement (the “Subscription Agreement”) dated the 9^th day of April, 2026 between the Corporation and the Investor, the Corporation agreed to issue and sell to the Investor, and the Investor agreed to purchase from the Corporation, an aggregate of 38,043,478 Common Shares (as defined below) on the terms and subject to the conditions set forth in the Subscription Agreement;

AND WHEREAS in connection with the Subscription Agreement, the Parties (as defined below) desire to set forth their agreements regarding the Investor’s registration rights with respect to the Registerable Shares (as defined below) and certain other matters relating to the Registerable Shares;

NOW THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the Parties (as defined below), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article 1
DEFINITIONS AND INTERPRETATION

In this Agreement, the following terms have the following meanings:

“5% Threshold” means that the Investor and its Affiliates own, directly or indirectly, 5% or more of the issued and outstanding Common Shares on the relevant date, excluding for purposes of this calculation any Pending Top-Up Securities and, for the avoidance of doubt, any voting or equity shares of the Corporation issuable upon the exercise, exchange or conversion of any Convertible Securities;

“10% Threshold” means that the Investor and its Affiliates own, directly or indirectly, 10% or more of the issued and outstanding Common Shares on the relevant date, excluding for purposes of this calculation any Pending Top-Up Securities and, for the avoidance of doubt, any voting or equity shares of the Corporation issuable upon the exercise, exchange or conversion of any Convertible Securities;

“Affiliate” (i) with reference to any Person other than the Investor, shall have the meaning ascribed thereto in NI 45-106; and (ii) with reference to the Investor, shall mean Eni S.p.A. (as long as the Investor is controlled by Eni S.p.A.) and any Persons controlled by Eni S.p.A.;

“Applicable Securities Laws” means Canadian Securities Laws and U.S. Securities Laws or any of them, as the circumstances require;

“Blackout Period” has the meaning set out in Section 2.1(d)(ii);

“Board” means the board of directors of the Corporation, as constituted from time to time;

“Bought Deal” means an underwritten public offering made on a “bought deal” basis in one or more Canadian provinces or territories, or in the United States of America, pursuant to which an underwriter has committed to purchase Registerable Shares under a “bought deal agreement” (within the meaning of NI 44-101 or any corresponding definition under U.S. Securities Laws), prior to the filing of a Canadian Preliminary Prospectus as provided for under Canadian Securities Laws, or any corresponding filing under U.S. Securities Laws;

“Business Day” means any day, other than (i) a Saturday, Sunday or statutory holiday in the Province of Québec, in the Netherlands or in Belgium, and (ii) a day on which banks are generally closed in Montréal, Québec, in Amsterdam, the Netherlands or in Brussels, Belgium;

“Canadian Base Shelf Prospectus” means a short form prospectus that is prepared in the form required under NI 44-101, as varied in accordance with NI 44-102;

“Canadian Preliminary Prospectus” means a preliminary prospectus of the Corporation in respect of Shares (in the English and French language, as applicable) which, unless the context otherwise requires, has been filed and a receipt issued (or deemed to be issued) therefor by the applicable Canadian Securities Authorities, including all amendments thereto and documents incorporated by reference therein;

“Canadian Prospectus” means a (final) prospectus of the Corporation in respect of Shares (in the English and French language, as applicable) which, unless the context otherwise requires, has been filed and a receipt issued (or deemed to be issued) therefor by the applicable Canadian Securities Authorities, including all amendments thereto and documents incorporated by reference therein, and includes, as applicable, a Canadian Base Shelf Prospectus and a Canadian Shelf Prospectus Supplement;

“Canadian Securities Authorities” means any of the securities commissions or similar securities regulatory authorities in each of the provinces of Canada in which the Corporation is a reporting issuer (or analogous status) and any of their successors;

“Canadian Securities Laws” means the Securities Act (Québec) and any similar securities legislation of each of the provinces of Canada, and the respective rules, regulations, blanket orders and orders and the forms and disclosure requirements made or promulgated under such legislation, and the policies, policy statements, instruments, bulletins and notices of one or more of the securities commissions or other securities regulatory authorities in the provinces of Canada, as the same may hereafter be amended from time to time or replaced;

“Canadian Shelf Prospectus Supplement” means a shelf prospectus supplement, as such term is defined in NI 44-102;

“Common Shares” means the common shares in the capital of the Corporation;

“Convertible Securities” means securities that are exercisable or exchangeable for, or convertible into, Common Shares, including options, warrants, convertible notes and convertible debentures;

“Corporation” has the meaning set out on the first page of this Agreement;

“Demand Registration” has the meaning set out in Section 2.1(b);

“Demand Registration Request” has the meaning set out in Section 2.1(c);

“Designated Registerable Shares” has the meaning set out in Section 2.1(c);

“Distribution” means a distribution of Registerable Shares to the public by way of a Prospectus under Applicable Securities Laws;

“Exchange” means such stock exchange(s) and quotation service(s), if any, as the Common Shares may be listed or quoted on, as applicable, from time to time;

“Free Writing Prospectus” means a Corporation free writing prospectus, as defined in Rule 433 under the U.S. Securities Act, relating to an offer of Registerable Shares;

“Governmental Entity” means any domestic or foreign federal, provincial, regional, state, municipal or other government, governmental department, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authorities and stock exchange, or any other entity, insofar as it exercises a legislative, judicial, regulatory, administrative, expropriation or taxing power or function of or pertaining to government;

“FINRA” means the Financial Industry Regulatory Authority or any successor agency;

“Incentive Plan” means any stock option plan, omnibus plan or other equity incentive plan of the Corporation adopted by the Board from time to time, as same may be amended, restated, replaced or supplemented from time to time;

“Investor” has the meaning set out on the first page of this Agreement;

“Investor Rights Agreement” means the investor rights agreement dated the date hereof between the Corporation and the Investor;

“Laws” means (i) all laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, instruments, orders, directives, judgments, decrees, injunctions, decisions, rulings, awards or writs enacted, promulgated, issued, released, or imposed by any Governmental Entity, including Applicable Securities Laws, and (ii) all policies, practices, protocols, requirements, standards or guidelines of any Governmental Entity, in each case relating or applicable to such Person, property, transaction, event or other matter;

“Losses” has the meaning set out in Section 2.8(a);

“MJDS” means the multijurisdictional disclosure system established by the United States and Canada referred to in Canada as National Instrument 71-101 – The Multijurisdictional Disclosure System (in Québec, Regulation 71-101 respecting The Multijurisdictional Disclosure System);

“NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects (in Québec, Regulation 43-101 respecting Standards of Disclosure for Mineral Projects);

“NI 44-101” means National Instrument 44-101 – Short Form Prospectus Distributions (in Québec, Regulation 44-101 respecting Short Form Prospectus Distributions);

“NI 44-102” means National Instrument 44-102 – Shelf Distributions (in Québec, Regulation 44-102 respecting Shelf Distributions);

“NI 44-103” means National Instrument 44-103 – Post-Receipt Pricing (in Québec, Regulation 44-103 respecting Post-Receipt Pricing);

“NI 45-106” means in National Instrument 45-106 – Prospectus Exemptions (in Québec, Regulation 45-106 respecting Prospectus Exemptions);

“NI 51-102” means National Instrument 51-102 – Continuous Disclosure Obligations (in Québec, Regulation 51-102 respecting Continuous Disclosure Obligations);

“Notice” has the meaning set out in Section 4.9;

“Party” or “Parties” means one or more of the parties to this Agreement;

“Pending Top-Up Securities” has the meaning ascribed thereto in the Investor Rights Agreement;

“Permitted Holder” means any Affiliate or Subsidiary of the Investor;

“Permitted Transferee” means, in each case to the extent such Person agrees in writing to be bound by the terms of this Agreement, any Permitted Holder to whom the rights of the Investor or of another Permitted Holder are assigned pursuant to Section 4.4;

“Person” means and includes any individual, corporation, limited partnership, general partnership, joint stock corporation, limited liability corporation, joint venture, association, corporation, trust, bank, trust corporation, pension fund, business trust, administrator, authority, entity, executor, other legal representative, sole proprietorship, syndicate, trust, trustee, unincorporated association, or other organization, whether or not a legal entity, and any Governmental Entity;

“Piggyback Maximum Offering Size” shall have the meaning set forth in Section 2.2(a)(i)(A);

“Piggyback Registerable Shares” has the meaning set out in Section 2.2(a)(i);

“Piggyback Registration” has the meaning set out in Section 2.2(a)(i);

“Piggyback Registration Request” has the meaning set out in Section 2.2(a)(i);

“Prospectus” means (a) a Canadian Prospectus, (b)(i) the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective amendments and supplements, and all other material incorporated by reference in such prospectus, and (ii) any Free Writing Prospectus, or (c) a combination of (a) and (b);

“register” means (i) the filing of a Registration Statement to register securities under the U.S. Securities Act and such Registration Statement becoming effective, (ii) the qualification of securities for distribution under applicable Canadian Securities Laws in the applicable province or territory of Canada pursuant to a Canadian Prospectus (including in reliance upon NI 44-102 or NI 44-103), or (iii) a combination of both (i) and (ii), and “registered” and “registration” have a corresponding meaning;

“Registerable Shares” means the Shares (it being understood that, for purposes of this Agreement, a Person shall be deemed to be a holder of Registerable Shares whenever such Person has the right to then acquire or receive from the Corporation any Registerable Shares, whether or not such acquisition or receipt has actually been effected). As to any particular Registerable Shares, such shares shall cease to be Registerable Shares when: (i) (A) the SEC has declared a Registration Statement covering such shares effective and/or a receipt has been issued (or deemed to be issued) in respect of a Canadian Prospectus covering such shares and (B) such shares have been disposed of pursuant to such registration; (ii) such shares are otherwise transferred, other than to a Permitted Holder; or (iii) (A) such shares are eligible to be sold by such holder in compliance with the requirements of Rule 144 under the Securities Act, as such Rule 144 may be amended (or any successor provision thereto), without being subject to volume or manner of sale limits, and (B) the Investor (together with any of its respective Permitted Holders) does not meet the 10% Threshold;

“Registration” shall mean a Demand Registration, a Piggyback Registration or a Shelf Registration, as the case may be;

“Registration Expenses” means all out-of-pocket expenses incidental to the Parties’ performance of, or compliance with, obligations under this Agreement in connection with a Distribution, including all Taxes, all registration and filing fees, all fees and expenses incurred complying with Applicable Securities Laws, all printing expenses, all internal expenses, all “road show” and marketing expenses, all listing fees, all registrars’ and transfer agents’ fees, the fees and disbursements of counsel for the Corporation and the Investor and of the Corporation’s independent chartered professional accountants, including the expenses of any special audits and/or “comfort” letters required by or incidental to such performance and compliance, and all expenses or reimbursements owing to any underwriter (including the fees and expenses of the underwriter’s counsel), but excluding all Selling Expenses;

“Registration Statement” means any registration statement of the Corporation, including the Prospectus, amendments and supplements to such registration statement, including pre- and post- effective amendments, and all exhibits and all material incorporated by reference in such registration statement, other than a registration statement (and related prospectus) filed on Form S-1, Form F-1, Form S-4, Form F-4 or Form S-8 or any successor form thereto;

“SEC” means the Securities and Exchange Commission or any successor agency;

“Selling Expenses” means underwriting discounts, selling commissions and stock and share transfer taxes applicable to the sale of Registerable Shares only;

“Shares” means (i) Common Shares, (ii) any securities into which such shares may be converted, reclassified, redesignated, subdivided, consolidated or otherwise changed, (iii) any securities of the Corporation or of any other Person received by the holders of such shares as a result of any merger, amalgamation, reorganization, arrangement or other similar transaction involving the Corporation, (iv) any securities of the Corporation which are received by any one or more Persons as a stock dividend or distribution on or in respect of such shares, and (v) any securities, other instruments or rights that are exercisable or exchangeable for, or convertible into, or evidence the right to acquire, any shares of the Corporation or any of the other above securities; provided that options, restricted share units, deferred share units, performance share units and other similar equity-based awards under any Incentive Plan are not included until they are exercised for, or otherwise settled in, as applicable, Shares in accordance with such Incentive Plan;

“Shelf Registration” has the meaning set out in Section 2.3(a)(i);

“Shelf Registration Statement” has the meaning set out in Section 2.3(a)(i);

“Shelf Underwritten Offering” has the meaning set out in Section 2.3(a)(iv);

“Subscription Agreement” has the meaning set out in the recitals of this Agreement;

“Subsidiary” and “Subsidiaries” with relation to any Person has the meaning ascribed thereto in NI 45-106;

“Surviving Provisions” has the meaning set out in Section 4.2;

“Tax” or “Taxes” means any taxes, duties, fees, premiums, assessments, imposts, levies, expansion fees and other charges of any kind whatsoever imposed by any Governmental Entity, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, windfall, royalty, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all license, franchise and registration fees and all employment insurance, health insurance and Canada and other pension plan premiums or contributions imposed by any Governmental Entity, and any transferee liability in respect of any of the foregoing;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder;

“U.S. Securities Act” means the United States Securities Act of 1933, and the rules and regulations promulgated thereunder;

“U.S. Securities Laws” means all applicable federal and state securities legislation of the United States, including the U.S. Securities Act and the U.S. Exchange Act, the respective regulations, rules and orders thereunder, and all applicable rules, regulations, policy statements, notices and interpretation notes issued by the SEC; and

“United States” or “U.S.” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

Unless the context otherwise requires, in this Agreement:

Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made for the purpose of this Agreement, such determination or calculation shall, to the extent applicable and except as otherwise specified herein or as otherwise agreed in writing by the Parties, be made in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, applied on a consistent basis.

Article 2
REGISTRATION RIGHTS

¹ 9 months from the date of closing.

² Nine months from the date of closing.

³ Nine months from the date of closing.

All Registration Expenses incident to the performance of or compliance with this Article 2 by the Parties shall be borne by the Corporation.

After receipt by the Corporation of a Request, the Corporation shall not, without the prior written consent of the Investor, authorize, issue or sell any Common Shares or Convertible Securities in any jurisdiction or agree to do so or publicly announce any intention to do so (except for Common Shares or Convertible Securities issued pursuant to any legal obligations in effect on the date of the Request or pursuant to any Incentive Plan) until the date which is the later of (a)(i) the date on which the Registration Statement has been declared effective by the SEC and (ii) the date on which a receipt is issued for the Canadian Prospectus filed in connection with such Demand Registration, and (b) the completion of the offering contemplated by the Demand Registration; provided, however, that the Corporation further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with any underwritten offering effected pursuant to this Article 2, which agreements may subject the Corporation to a longer lock-up period.