EX-99.1 2 nmg-20260512xex99d1.htm EX-99.1

Exhibit 99.1

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FINANCIAL STATEMENTS

Condensed consolidated interim unaudited financial statements

For the three-month periods ended March 31, 2026 and 2025

(Expressed in thousands of Canadian dollars, except where otherwise indicated)

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NOUVEAU MONDE GRAPHITE INC.

Consolidated statements of financial position

(Amounts expressed in thousands of Canadian dollars - unaudited)

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

  ​ ​ ​

Notes

  ​ ​ ​

As at March 31, 2026

  ​ ​ ​

As at December 31, 2025

ASSETS

  ​

 

  ​

 

  ​

CURRENT

  ​

 

  ​

 

  ​

Cash and cash equivalents

 

57,309

 

73,940

Grants receivable and other current assets

 

449

 

518

Deferred financing costs

1,819

Restricted cash and deposits

620

620

Sales taxes receivable

 

1,071

 

928

Tax credits receivable

 

1,820

 

1,860

Prepaid expenses

 

1,046

 

1,586

Total current assets

 

64,134

 

79,452

NON-CURRENT

  ​

 

 

Tax credits receivable

 

8,816

 

7,514

Investment - Listed shares

 

350

 

450

Property, plant and equipment

6

 

91,768

 

85,426

Right-of-use assets

1,453

1,552

Deposits

 

50

 

50

Total non-current assets

 

102,437

 

94,992

Total assets

 

166,571

 

174,444

LIABILITIES

  ​

 

 

CURRENT

  ​

 

 

Accounts payable and other

7

 

13,983

 

10,482

Deferred grants

 

185

 

185

Convertible notes

8

 

17,222

 

16,948

Derivative warrant liability

9

53,538

62,957

Current portion of lease liabilities

 

560

 

569

Current portion of borrowings

 

268

 

265

Total current liabilities

 

85,756

 

91,406

NON-CURRENT

 

 

Asset retirement obligation

 

1,867

 

1,584

Lease liabilities

 

978

 

1,107

Borrowings

 

431

 

499

Total non-current liabilities

 

3,276

 

3,190

Total liabilities

 

89,032

 

94,596

EQUITY

  ​

 

 

Share capital

 

436,730

 

436,475

Other reserves

8

 

5,813

 

5,357

Contributed surplus and warrants

 

38,511

 

37,065

Deficit

 

(403,515)

 

(399,049)

Total equity

 

77,539

 

79,848

Total liabilities and equity

 

166,571

 

174,444

Going Concern

1

Subsequent events

18

APPROVED BY THE BOARD OF DIRECTORS

/s/ Eric Desaulniers – “Director”

/s/ Paola Farnesi – “Director”

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

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NOUVEAU MONDE GRAPHITE INC.

Consolidated statements of loss and comprehensive loss

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

For the three-month periods ended

March 31, 2026

March 31, 2025

  ​ ​ ​

Notes

  ​ ​ ​

$

  ​ ​ ​

$

EXPENSES

Mining projects expenses

 

11

2,323

1,966

Battery Material Plant project expenses

 

12

3,956

9,580

General and administrative expenses

 

13

7,948

7,086

Operating loss

 

 

14,227

 

18,632

Net financial costs (income)

 

14

 

(9,861)

 

(6,290)

Loss before tax

 

 

4,366

 

12,342

Income tax

 

 

100

 

100

Net loss and comprehensive loss

 

 

4,466

 

12,442

Basic and diluted loss per share

0.03

0.08

Weighted average number of shares outstanding

 

 

162,593,638

153,422,506

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

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NOUVEAU MONDE GRAPHITE INC.

Consolidated statements of changes in equity

(Amounts expressed in thousands of Canadian dollars - unaudited)

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Contributed

  ​ ​ ​

For the three-month period ended March 31, 2026

surplus and

Share capital

warrants

Other reserves

Deficit

Total equity

Notes

Number

$

$

$

$

$

Balance as at January 1, 2026

160,761,539

 

436,475

 

37,065

 

5,357

 

(399,049)

79,848

Options exercised

10.2

65,000

255

(102)

153

Share-based compensation

 

 

 

 

1,548

 

 

 

1,548

Settlement of interest on Convertible Notes

 

8

 

 

 

 

456

 

 

456

Net loss and comprehensive loss

 

 

 

 

 

 

(4,466)

 

(4,466)

Balance as at March 31, 2026

 

 

160,826,539

 

436,730

 

38,511

 

5,813

 

(403,515)

 

77,539

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Contributed

  ​ ​ ​

For the three-month period ended March 31, 2025

surplus and

Share capital

warrants

Other reserves

Deficit

Total equity

Notes

Number

$

$

$

$

$

Balance as at January 1, 2025

152,261,189

 

411,240

 

32,609

 

3,680

 

(293,872)

153,657

Share-based compensation

 

 

 

 

3,213

 

 

 

3,213

Settlement of interest on Convertible Notes

 

8

 

 

 

 

416

 

 

416

Net loss and comprehensive loss

 

 

 

 

 

 

(12,442)

 

(12,442)

Balance as at March 31, 2025

 

 

152,261,189

 

411,240

 

35,822

 

4,096

 

(306,314)

 

144,844

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

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NOUVEAU MONDE GRAPHITE INC.

Consolidated statements of cash flow

(Amounts expressed in thousands of Canadian dollars - unaudited)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three-month periods ended

March 31, 2026

March 31, 2025

  ​ ​ ​

Notes

  ​ ​ ​

$

  ​ ​ ​

$

OPERATING ACTIVITIES

 

Net loss

 

(4,466)

(12,442)

Adjustments for non-cash items:

Depreciation and amortization

 

345

2,192

Change in fair value - Listed shares

100

Change in fair value - Derivative warrant liability

9

(10,490)

(5,623)

Change in fair value - Embedded derivatives

8

(165)

Interest and accretion - Convertible notes

8

222

318

Unrealized foreign exchange loss (gain)

 

993

(29)

Share-based compensation

 

10.2

1,392

2,881

Other accretions included within financial costs

 

 

25

 

24

Net change in working capital

 

15

 

(331)

 

(768)

Cash flows used in operating activities

 

 

(12,375)

 

(13,447)

INVESTING ACTIVITIES

 

  ​

 

 

Additions to property, plant, and equipment, net of grants

 

6-15

 

(4,088)

 

(3,191)

Cash flows used in investing activities

 

 

(4,088)

 

(3,191)

FINANCING ACTIVITIES

 

  ​

 

 

Repayment of borrowings

 

 

(65)

 

(61)

Repayment of lease liabilities

(138)

(116)

Proceeds from the exercise of stock options

10.2

153

Deferred financing costs

(17)

Share issue costs

 

 

(531)

 

(482)

Cash flows from financing activities

 

 

(598)

 

(659)

Effect of exchange rate changes on cash

 

 

430

 

(11)

Net change in cash and cash equivalents

 

 

(16,631)

 

(17,308)

Cash and cash equivalents at the beginning of the period

 

 

73,940

 

106,296

Cash and cash equivalents at the end of the period

 

 

57,309

 

88,988

Non-cash investing and financing activities

 

15

 

 

  ​

The accompanying notes are an integral part of the condensed consolidated interim financial statement.

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1.

NATURE OF OPERATIONS AND GOING CONCERN

Nouveau Monde Graphite Inc. (the “Company”, or “parent company”) was established on December 31, 2012, under the Canada Business Corporations Act. The Company specializes in exploration, evaluation and development of mineral properties located in Québec and is developing carbon-neutral advanced graphite materials.

The Company’s shares are listed under the symbol NOU on the Toronto Stock Exchange (“TSX”) and NMG on the New York Stock Exchange (“NYSE”). The Company’s registered office is located at 481 Brassard Street, Saint-Michel-des-Saints, Québec, Canada, J0K 3B0.

The Company’s consolidated financial statements have been prepared using International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”) (“IFRS Accounting Standards”) applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due for the foreseeable future.

During the three-month period ended March 31, 2026, the Company reported a net loss after tax of $4.5 million and cash outflows from operating activities of $12.4 million and had an accumulated deficit of $403.5 million as of March 31, 2026. The Company has yet to generate positive cash flows or earnings.

Based on all available information about the future, which includes at least, but not limited to, the next twelve months, management believes that without the additional funding secured subsequent to the end of the period as disclosed in note 18, the Company does not have sufficient liquidity to pursue its planned development activities. This funding is contingent on receiving shareholder approval and regulatory approval and there can be no assurances that these will both be successful.

These circumstances indicate the existence of material uncertainties that cast substantial doubt as to the ability of the Company to continue as a going concern and accordingly, the appropriateness of the use of accounting principles applicable to a going concern.

These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, expenses and financial position classifications that would be necessary if the going concern assumption was not appropriate. These adjustments could be significant.

2.

BASIS OF PREPARATION AND STATEMENT OF COMPLIANCE

The Company’s condensed consolidated interim financial statements have been prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”) (“IFRS Accounting Standards”) applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting, and also using the same accounting policies and procedures as those used for the Company’s audited consolidated financial statements as at December 31, 2025. These condensed consolidated interim financial statements do not include all the disclosures and notes required for annual consolidated financial statements and should therefore be read with the Company’s audited consolidated financial statements as at December 31, 2025, which have been prepared in accordance with IFRS Accounting Standards.

The condensed consolidated interim financial statements for the three-month periods ended March 31, 2026 (including comparative statements) were approved and authorized for publication by the Board of Directors on May 12, 2026.

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

3.

MATERIAL ACCOUNTING POLICIES

Basis of consolidation

The Company’s consolidated financial statements consolidate those of the parent company and its subsidiaries. The parent company controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary, and could affect those returns through its power over the subsidiary.

All transactions and balances between group companies are eliminated upon consolidation, accounting policies of subsidiaries are consistent with the policies adopted by the Company.

Subsidiaries

On June 20, 2025, NMG Bécancour Inc. and NMG Matawinie Inc. were incorporated.

Information on the Company’s subsidiaries as at March 31, 2026, all of which are wholly-owned, are as follows:

NAME OF SUBSIDIARY

PRINCIPAL ACTIVITY

COUNTRY OF INCORPORATION

YEAR OF INCORPORATION

Quartier Nouveau Monde Inc.

Real estate

Canada

2017

Nouveau Monde Europe LTD

Trading

England and Wales

2020

NMG Bécancour Inc.

Active anode material operations

Canada

2025

NMG Matawinie Inc.

Mining of natural flake graphite

Canada

2025

4.

NEW ACCOUNTING STANDARDS ADOPTED

In May 2024, the IASB published Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). The amendments to IFRS 9 clarify de-recognition and classification of specific financial assets and liabilities respectively while the amendments to IFRS 7 clarify the disclosure requirements for investments in equity instruments designated at fair value through other comprehensive income and contractual terms that could change the timing or amount of contractual cash flows on the occurrence or non-occurrence of a contingent event. The amendments to IFRS 9 and IFRS 7 are effective for annual reporting beginning on or after January 1, 2026. The adoption of these amendments did not have a material impact on the Company's condensed interim consolidated financial statements. 

5.

ESTIMATES, JUDGEMENTS AND ASSUMPTIONS

In preparing its consolidated financial statements, management makes several judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, and expenses.

Information about the significant estimates and assumptions that have the greatest impact on the recognition and measurement of assets, liabilities, and expenses can be found in the note 5 of the 2025 consolidated audited annual financial statement. Actual results may differ significantly.

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

6.

PROPERTY, PLANT AND EQUIPMENT

For the three-month period ended March 31, 2026

  ​ ​ ​

  ​ ​ ​

Furniture

  ​ ​ ​

  ​ ​ ​

Bécancour Battery

  ​ ​ ​

  ​ ​ ​

and other IT

Mining

Mine under

Material Plant

Other assets

Land

  ​ ​ ​

Buildings

  ​ ​ ​

Equipment

equipment

infrastructure

Rolling stock

  ​ ​ ​

construction [1]

under construction [1]

under construction [1]

Total

$

  ​ ​ ​

$

  ​ ​ ​

$

  ​ ​ ​

$

$

$

  ​ ​ ​

$

  ​ ​ ​

$

  ​ ​ ​

$

  ​ ​ ​

$

COST

January 1, 2026

2,455

1,980

21,246

235

1,478

399

76,020

1,219

842

105,874

Additions, net of grants

735

1,270

4,560

23

6,588

Transfers

10

(10)

Write-Off/Disposals

(209)

(209)

March 31, 2026

3,190

3,250

21,047

235

1,478

399

80,580

1,219

855

112,253

ACCUMULATED DEPRECIATION

January 1, 2026

534

19,383

179

20

332

20,448

Depreciation

29

182

2

26

7

246

Write-Off/Disposals

(209)

(209)

March 31, 2026

563

19,356

181

46

339

20,485

Net book value as at March 31, 2026

3,190

2,687

1,691

54

1,432

60

80,580

1,219

855

91,768

For the year ended December 31, 2025

  ​ ​ ​

  ​ ​ ​

Furniture

  ​ ​ ​

  ​ ​ ​

Bécancour Battery

  ​ ​ ​

  ​ ​ ​

and other IT

Mining

Mine under

Material Plant

Other assets

Land

  ​ ​ ​

Buildings

  ​ ​ ​

Equipment

equipment

infrastructure

Rolling stock

  ​ ​ ​

construction [1]

under construction [1]

under construction [1]

Total

$

  ​ ​ ​

$

  ​ ​ ​

$

  ​ ​ ​

$

$

$

  ​ ​ ​

$

  ​ ​ ​

$

  ​ ​ ​

$

  ​ ​ ​

$

COST

January 1, 2025

2,455

2,028

27,547

235

350

62,479

1,175

1,615

97,884

Additions, net of grants

169

(1,100)

115

49

13,541

44

1,884

14,702

Transfers

1,151

1,363

(2,514)

Write-Off/Disposals

(217)

(6,352)

(143)

(6,712)

December 31, 2025

2,455

1,980

21,246

235

1,478

399

76,020

1,219

842

105,874

ACCUMULATED DEPRECIATION

January 1, 2025

644

19,097

170

307

20,218

Depreciation

105

6,638

9

20

25

6,797

Write-Off/Disposals

(215)

(6,352)

(6,567)

December 31, 2025

534

19,383

179

20

332

20,448

Net book value as at December 31, 2025

2,455

1,446

1,863

56

1,458

67

76,020

1,219

842

85,426

[1]Assets under construction are not being depreciated as they are not in the condition necessary to be capable of being operated in the manner intended by management.

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

The amount of borrowing costs included in Mine under construction for the three-month period ended March 31, 2026 is $382 ($561 for the three month period ended March 31, 2025). The rate used to determine the amount of borrowing costs to be capitalized is the weighted average interest rate applicable to the entity’s general borrowings during the three-month period ended March 31, 2026.

The Company granted a hypothec to Pallinghurst Graphite International Limited on the Matawinie Mining Property, including the related mining claims, to secure the Company’s obligations under the remaining 2% NSR agreement.

7.

ACCOUNTS PAYABLE AND OTHERS

  ​ ​ ​

March 31, 2026

  ​ ​ ​

December 31, 2025

 $

$

Trade payable and accrued liabilities

 

12,518

8,041

Wages and benefits liabilities

 

1,465

2,441

Accounts payable and others

 

13,983

10,482

8.

CONVERTIBLE NOTES

On November 8, 2022, the Company completed a private placement of unsecured convertible notes (the “Notes”) for aggregate gross proceeds of $67.2 million (US$50 million) with Mitsui & Co., Ltd (“Mitsui”), Pallinghurst Bond Limited (“Pallinghurst”) and Investissement Québec (“IQ”). The Notes are denominated in U.S. Dollars with a term of 36 months and carry a quarterly coupon interest payment of the greater of the 3-month CME Term SOFR plus 4% and 6%.

Subsequently and effective January 1, 2023, the Notes contracts were amended by:

-Removing the interest capitalization provisions, such that accrued interest will be deemed paid in full in shares each quarter following the exchange’s approval; and
-Increasing the interest rate to the greater of the 3-month CME Term SOFR plus 5% and 7%.

The Notes include the following material conversion and settlement options available to the holders and the Company:

-

General conversion option: The holder of a Note, at any time before maturity, can convert the outstanding principal amount into units for US$5/unit. Each unit comprises one common share of the Company and one share warrant. The share warrant can be used to subscribe one common share of the Company at an exercise price of US$5.70/share for a period of 24 months from the date of conversion of the Note.

-

Repurchase option: The Company has, at its sole discretion, an option to repay the Notes at the Repurchase Amount (as defined in the subscription agreement) at the earlier of (i) December 31, 2023; or (ii) the date of a final investment decision (FID) as defined in the subscription agreement. Depending on the circumstances, the repurchase amount is affected by the remaining time to maturity and the cumulative interest paid to date to the Holders.

-

Interest repayment option: Quarterly, the Company has an option to pay the interest due in (i) cash; or (ii) in Common Shares subject to the TSX’s approval, by delivering share certificates to the Holders upon maturity, conversion or redemption at a U.S. Dollar equivalent of the Company’s TSX market share price, determined at the quarter end on which such interest became payable.

-

The Notes also include redemption mechanisms in favor of the holders in the event of a change of control or an event of default.

On May 2, 2024, the Company closed a private placement with Mitsui and Pallinghurst for the surrender and cancellation of their convertible notes dated November 8, 2022, as amended and restated effective January 1, 2023. The Company issued 12,500,000 Common Shares and 12,500,000 Warrants to Mitsui and 6,250,000 Common Shares and 6,250,000 Warrants to Pallinghurst in exchange for their convertible notes totalling US$37.5 million. Concurrently with the redemption, surrender and cancellation of Mitsui’s and Pallinghurst’s convertible notes, the Company issued 1,579,043 Common Shares that had been reserved for issuance in connection with the interest calculated between November 8, 2022, and February 14, 2024, date on which the subscription agreement was concluded.

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

Convertible Notes – Amendment dated October 27, 2025:

  ​ ​ ​

Host (amortized cost)

  ​ ​ ​

Derivative (FVTPL)

  ​ ​ ​

Total

$

$

$

Issuance

 

16,844

 

651

 

17,495

Interest accretion

102

102

Fair value adjustment

 

 

(286)

 

(286)

Settlement

Foreign exchange

 

(350)

 

(13)

 

(363)

Balance as of December 31, 2025

 

16,596

 

352

 

16,948

Interest accretion

148

148

Fair value adjustment

 

 

(165)

 

(165)

Foreign exchange

 

285

 

6

 

291

Balance as of March 31, 2026

 

17,029

 

193

 

17,222

On October 27, 2025, the Company reached an agreement with Investissement Québec to extend the maturity date of their Convertible Note from November 8, 2025 to November 8, 2026. In consideration for the extension, the terms of the Notes were amended as follows:

-The interest rate was increased from the greater of 7% or 3-month CME Term SOFR + 5% to the greater of 7% or 3-month CME Term SOFR + 7%, effective November 9, 2025; and
-The Company’s discretionary repurchase option was retained; however, the previous interest-related redemption clause (Redemption Premium Forward Rate – 7% and Redemption Premium Backward Rate – 12%) was removed. It was replaced with a new provision allowing the Company to redeem the Notes at any time up to maturity for the principal amount plus any unpaid accrued interest.

Because the amendment occurred shortly before the original maturity date of November 8, 2025 and represented a renegotiation of the terms, the transaction was accounted for as an extinguishment of the original liability and the issuance of a new financial liability in accordance with IFRS 9. No additional costs were incurred in connection with the amendment.

For the three-month period ended March 31, 2026, the interest coupon totalled an aggregate amount of $456 (US$333) ($416 (US$290) for the three-month period ended March 31, 2025). For the first quarter of 2026, the Company elected to pay the interest coupon with 147,824 common shares at a price of US$2.25 which will be issued at maturity or at conversion of IQ’s Note. The common shares to be issued are recorded as other reserves in the consolidated statements of changes in equity.

Below is a sensitivity analysis on inputs impacting the fair value revaluation of the derivative.

  ​ ​ ​

  ​ ​ ​

Reasonably

  ​ ​ ​

Sensitivity [1]

  ​ ​ ​

  ​ ​ ​

Reasonably

  ​ ​ ​

Sensitivity [1]

December 31, 2025

 possible change

(Derivative liability)

March 31, 2026

 possible change

(Derivative liability)

Observable inputs

  ​

  ​

  ​

  ​

  ​

  ​

Share price

 

US$2.48

+/- 10%

+29/-114

 

US$2.24

+/- 10%

+15/-71

Foreign Exchange rate

 

1.37

+/-5%

+/-18

 

1.39

+/-5%

+/-10

Unobservable inputs

 

  ​

 

  ​

Expected volatility

 

59.9%

+/- 10%

+21/-109

 

60.6%

+/- 10%

+12/-69

Credit spread

 

11.1%

+/-5%

+47/-72

 

11.1%

+/-5%

+34/-40

[1]Holding all other variables constant.

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

9.

DERIVATIVE WARRANT LIABILITY

  ​ ​ ​

Total

$

Issuance

40,151

Fair value adjustment

 

(24,900)

Foreign exchange

 

338

Balance as of December 31, 2024

15,589

Fair value adjustment

 

64,723

Settlement

 

(16,151)

Foreign exchange

 

(1,204)

Balance as of December 31, 2025

62,957

Fair value adjustment

 

(10,490)

Foreign exchange

 

1,071

Balance as of March 31, 2026

53,538

Private placement with GM and Panasonic:

On February 28, 2024, the Company completed a private placement with General Motors holdings LLC (“GM”) and Panasonic Holdings Corporation (“Panasonic”). Each party subscribed for 12,500,000 Common Shares and 12,500,000 Warrants. The 25,000,000 Common Shares and Warrants were issued for aggregate gross proceeds of $67.9 million (US$50 million).

The Warrants are exercisable in connection with the Tranche 2 Investment at the final investment decision (“FID”) or at the latest on February 28, 2029. Each Warrant will entitle the holder to acquire one Common Share (a “Warrant Share”) at a price equal to US$2.38 per Warrant Share.

The transaction represents a compound financial instrument that is accounted for based on the residual method under IAS 32 Financial Instruments: Presentation. The liability component which represents the warrants was evaluated based on the Black-Scholes option pricing model and totalled $25.8M (US$19M). The residual balance of $42.1M (US$31M) was then allocated to the equity component (common shares issued). The transaction costs of $2.6M were allocated proportionally between the financial liability and the equity component. Transaction costs allocated to the equity component were accounted for as a deduction from equity. Transaction costs allocated to the warrants were recorded directly in the consolidated statement of loss and comprehensive loss.

In October 2025, GM provided the Company with a termination notice indicating that, effective November 30, 2025, it was terminating both the Subscription Agreement and the Supply Agreement. The termination resulted in the derecognition of GM’s derivative warrant liability and a gain of $16,151 (US$11,554) recognized in the consolidated statement of loss related to the settlement of the derivative warrant liability.

Private placement with Mitsui and Pallinghurst:

On May 2, 2024, the Company completed a private placement, with Mitsui and Pallinghurst for the surrender and cancellation of their convertible notes dated November 8, 2022. The Company issued 18,750,000 Common Shares and 18,750,000 Warrants to Mitsui and Pallinghurst for a total value of US$37.5 million.

The Warrants are exercisable in connection with the final investment decision (“FID”) or at the latest on May 2, 2029. Each Warrant will entitle the holder to acquire one Common Share (a “Warrant Share”) at a price equal to US$2.38 per Warrant Share.

The transaction represents a compound financial instrument that is accounted for based on the residual method under IAS 32 Financial Instruments: Presentation. The liability component which represents the warrants was evaluated based on the Black-Scholes option pricing model and totalled $11.1M (US$8.1M). The residual balance of $40.3M (US$29.4M) was then allocated to the equity component (common shares issued). The transaction costs of $1.5M were allocated proportionally between the financial liability and the equity component. Transaction costs allocated to the equity component were accounted for as a deduction from equity. Transaction costs allocated to the warrants were recorded directly in the consolidated statement of loss and comprehensive loss.

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

Private placement with IQ and CGF:

On December 20, 2024, the Company completed a private placement, with Canada Growth Fund (“CGF”) and IQ. Each party subscribed for 19,841,269 Common Shares and 19,841,269 Warrants. The 39,682,538 Common Shares and Warrants were issued for aggregate gross proceeds of $71.2 million (US$50 million).

The Warrants are exercisable in connection with the final investment decision (“FID”) or at the latest on December 20, 2029. Each Warrant will entitle the holder to acquire one Common Share (a “Warrant Share”) at a price equal to US$2.38 per Warrant Share.

The transaction represents a compound financial instrument that is accounted for based on the residual method under IAS 32 Financial Instruments: Presentation. The liability component which represents the warrants was evaluated based on the Black-Scholes option pricing model and totalled $3.3M (US$2.3M). The residual balance of $67.9M (US$47.7M) was then allocated to the equity component (common shares issued). The transaction costs of $730 were allocated proportionally between the financial liability and the equity component. Transaction costs allocated to the equity component were accounted for as a deduction from equity. Transaction costs allocated to the warrants were recorded directly in the consolidated statement of loss and comprehensive loss

Significant Inputs and Assumptions used in the Valuation:

All of the derivative warrant liabilities are exercisable in connection with the Tranche 2 Investment at the final investment decision (“FID”). The fair value of the derivative warrant liability was determined based on the estimated timing of exercise for each warrant. As at March 31, 2026, all warrants are expected to be exercised upon the Active Anode Material (“AAM”) FID. This represents a change in management’s estimate compared to December 31, 2025, at which time certain warrants were expected to be exercised upon the Matawinie Mine FID.

The following assumptions were used to estimate the fair value of the derivative warrant liability:

March 31, 2026

FID - Matawinie Mine

FID - Active anode material

Number of Warrants

 

70,932,538

Risk-Free Interest Rate

 

3.72%

Expected Volatility

 

93%

Stock Price at Valuation Date

 

US$2.24

Exercise Price

 

US$2.38

Average Fair Value per Warrant

 

US$0.54

December 31, 2025

FID - Matawinie Mine

FID - Active anode material

Number of Warrants

45,932,538

25,000,000

Risk-Free Interest Rate

3.67%

3.54%

Expected Volatility

98%

98%

Stock Price at Valuation Date

US$2.48

US$2.48

Exercise Price

US$2.38

US$2.38

Average Fair Value per Warrant

US$0.53

US$0.87

The main non-observable input used in the model is the expected volatility. An increase or decrease in the expected volatility used in the model of 10% would have resulted in the following change in the fair value of the warrants:

March 31, 2026

FID - Matawinie Mine

FID - Active anode material

$

$

10% increase in volatility

 

5,569

10% decrease in volatility

 

(5,626)

December 31, 2025

FID - Matawinie Mine

FID - Active anode material

$

$

10% increase in volatility

 

2,840

2,503

10% decrease in volatility

 

(2,854)

(2,547)

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

10.

EQUITY

10.1 SHARE CAPITAL

Authorized share capital

Unlimited number of common shares voting and participating, with no par value. All issued ordinary shares are fully paid.

For the three-month period ended

For the year ended

  ​ ​ ​

March 31, 2026

  ​ ​ ​

December 31, 2025

Shares issued at the start of the period

 

160,761,539

 

152,261,189

Shares issued from offering

8,333,334

Options exercised (Note 10.2)

65,000

 

167,016

Shares issued at the end of period

 

160,826,539

160,761,539

10.2 SHARE-BASED PAYMENTS

The Company maintains various share-based compensation incentives governed by the omnibus equity incentive plan available to eligible directors, officers, employees, and consultants, as determined by the Board of Directors. The objective of the Omnibus Equity Incentive Plan is to enhance the Company’s ability to attract and retain talented personnel, while aligning their interests with those of the Company’s shareholders. Under the Omnibus Equity Incentive Plan, the Company may grant Stock Option Awards, Restricted Share Unit (RSU) Awards, Performance Share Unit (PSU) Awards, and Deferred Share Unit (DSU) Awards. The Omnibus Equity Incentive Plan stipulates that the total number of share-based payments under this Plan shall not exceed 15% of the Company’s total issued and outstanding shares, with a maximum of 7.5% allocated to RSUs, PSUs, and DSUs, and a maximum of 7.5% allocated to Stock Options.

A summary of the share-based payments expense is detailed as follows:

For the three-month period ended

  ​ ​ ​

For the three-month period ended

  ​ ​ ​

March 31, 2026

  ​ ​ ​

March 31, 2025

Stock option

 

780

 

3,213

RSU

 

102

 

PSU

666

 

1,548

3,213

During the three-month period ended March 31, 2026, the Company capitalized $156 of share-based payment expenses in property plant and equipment, under the category mine under construction ($332 for the three-month period ended March 31, 2025).

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

Stock options

The Company’s stock options are as follows:

For the three-month period ended March 31, 2026

For the year ended December 31, 2025

Weighted average

Weighted average

Number of

exercise price

Number of

exercise price

Stock Options

$

Stock Options

$

Opening balance

7,690,750

4.59

7,994,500

4.90

Granted

2,052,500

2.18

Exercised

(65,000)

 

2.36

 

(510,000)

 

1.98

Expired

 

 

(1,574,000)

 

4.26

Forfeited

(115,000)

 

2.20

 

(272,250)

 

2.47

Ending balance

7,510,750

 

4.64

 

7,690,750

 

4.59

Options that can be exercised

3,780,750

 

6.60

 

3,845,750

 

6.53

The Company’s stock options include grants made to key employees in 2024 that vest upon the achievement of FID, with a portion vesting upon the Matawinie Mine FID and a portion vesting upon the AAM FID, subject to certain conditions.

Restricted share units

The Company’s RSU are as follows:

For the three-month period ended March 31, 2026

For the year ended December 31, 2025

Weighted average

Weighted average

share price

share price

Number of RSUs

$

Number of RSUs

$

Opening balance

197,342

3.42

Granted

197,342

3.42

Ending balance

197,342

 

3.42

 

197,342

 

3.42

Vested - end of the year

 

 

 

They RSU vest annually in three equal tranches from the date of grant.

Performance share units

The Company assesses each reporting period if performance criteria on share-based units will be achieved in measuring the share-based payments. The actual share-based payment and the period over which the expense is being recognized may vary from the estimate.

The Company’s PSU are as follows:

For the three-month period ended March 31, 2026

For the year ended December 31, 2025

Weighted average

Weighted average

share price

share price

Number of PSUs

$

Number of PSUs

$

Opening balance

394,658

3.42

Granted

394,658

3.42

Ending balance

394,658

 

3.42

 

394,658

 

3.42

Vested - end of the year

 

 

 

The PSUs vest upon the achievement of FID, with a portion vesting upon the Matawinie Mine FID and a portion vesting upon the AAM FID.

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

11.

MINING PROJECTS EXPENSES

For the three-month periods ended

March 31, 2026

  ​ ​ ​

March 31, 2025

$

$

Wages and benefits

1,389

978

Share-based compensation

 

277

522

Engineering

95

Consulting fees

 

24

31

Materials, consumables, and supplies

 

158

218

Maintenance and subcontracting

 

411

89

Utilities

 

82

91

Depreciation and amortization

 

122

59

Other

 

55

67

Uatnan Mining Project - Exploration and evaluation expenses

4

10

Grants

 

(5)

Tax credits

 

(294)

(94)

Mining projects expenses

 

2,323

 

1,966

12.

BATTERY MATERIAL PLANT PROJECT EXPENSES

  ​ ​ ​

For the three-month periods ended

March 31, 2026

  ​ ​ ​

March 31, 2025

$

$

Wages and benefits

909

1,344

Share-based compensation

 

128

271

Engineering

 

3,314

5,074

Consulting fees

 

195

208

Materials, consumables, and supplies

 

82

468

Maintenance and subcontracting

42

158

Utilities

 

12

129

Depreciation and amortization

 

185

2,097

Other

 

90

82

Grants

 

(70)

(251)

Tax credits

 

(931)

Battery Material Plant project expenses

 

3,956

 

9,580

13.

GENERAL AND ADMINISTRATIVE EXPENSES

For the three-month periods ended

March 31, 2026

March 31, 2025

  ​ ​ ​

$

  ​ ​ ​

$

Wages and benefits

2,429

2,068

Share-based compensation

987

2,088

Professional fees

1,852

530

Consulting fees

715

658

Travelling, representation and convention

186

202

Office and administration

1,634

1,248

Stock exchange, authorities, and communication

103

251

Depreciation and amortization

38

36

Other financial fees

4

5

General and administrative expenses

7,948

 

7,086

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

14.

NET FINANCIAL COSTS (INCOME)

  ​ ​ ​

For the three-month periods ended

March 31, 2026

  ​ ​ ​

March 31, 2025

  ​ ​ ​

$

  ​ ​ ​

$

Foreign exchange loss (gain)

991

(24)

Interest income

 

(555)

(1,002)

Interest expense on lease liabilities

 

1

3

Change in fair value - Listed shares

100

Change in fair value - Embedded derivative and deferred amount amortization

(165)

Change in fair value - Derivative warrant liability

(10,490)

(5,623)

Interest and accretion on borrowings and notes

 

257

356

Net financial costs (income)

 

(9,861)

 

(6,290)

15.

ADDITIONAL CASH FLOW INFORMATION

For the three-month periods ended

March 31, 2026

  ​ ​ ​

March 31, 2025

$

$

Grants receivable and other current assets

 

 

77

 

2

Deferred grants

 

 

 

(45)

Mining tax credits

 

  ​

 

(1,262)

 

(94)

Sales taxes receivable

 

  ​

 

(143)

 

153

Prepaid expenses

 

  ​

 

540

 

749

Restricted cash and deposits

(342)

Accounts payable and other

 

7

 

457

 

(1,191)

Total net change in working capital

 

  ​

 

(331)

 

(768)

Other Cash Flow Information

Tax credits received

 

  ​

 

 

Interest paid

 

  ​

 

10

14

Deferred financing costs included in accounts payable and accrued liabilities

1,802

Share issue costs included in accounts payable and accrued liabilities

124

207

Reconciliation of additions presented in the property, plant and equipment schedule to the net cash used in investing activities

For the three-month periods ended

March 31, 2026

  ​ ​ ​

March 31, 2025

$

$

Additions of property, plant and equipment as per note 6

 

 

6,588

 

6,165

Non-cash decrease (increase) of the asset rehabilitation obligation

 

 

(258)

 

(7)

Borrowing costs included in Mine under construction

 

  ​

 

(382)

 

(561)

Share-based compensation capitalized (non-cash)

 

  ​

 

(156)

 

(332)

Grants recognized

 

  ​

 

15

 

9

Grants received

(8)

(604)

Accounts payable variation related to property, plant and equipment

 

 

(1,711)

 

(1,479)

Net cash flow used in investing activities - purchase of property, plant and equipment

 

  ​

 

4,088

 

3,191

   

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

16.

RELATED PARTY TRANSACTIONS

The Company considers its directors and officers to be key management personnel. Transactions with key management personnel are set out as follows:

For the three-month periods ended

March 31, 2026

March 31, 2025

  ​ ​ ​

$

  ​ ​ ​

$

Key management compensation

 

  ​

 

  ​

Wages and short-term benefits

 

568

 

345

Share-based payments

 

926

 

2,095

Board fees

 

201

 

230

17.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

FAIR VALUE

Current financial assets and financial liabilities are valued at their carrying amounts, which are reasonable estimates of their fair value due to their relatively short-maturities; this includes cash and cash equivalents, other receivables and accounts payable and accrued liabilities. Borrowings and the convertible debt host are accounted for at amortized cost using the effective interest method, and their fair value approximates their carrying value except for the convertible debt host for which fair value is estimated at $16,997 (US$12,194) as at March 31, 2026 ($16,551 (US$12,076) as at December 31, 2025).

Fair Value Hierarchy

Subsequent to initial recognition, the Company uses a fair value hierarchy to categorize the inputs used to measure the financial instruments at fair value grouped into the following levels based on the degree to which the fair value is observable.

-

Level 1: Inputs derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

-

Level 2: Inputs derived from other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

-

Level 3: Inputs that are not based on observable market data (unobservable inputs).

As at March 31, 2026

  ​ ​ ​

Level 1

  ​ ​ ​

Level 2

  ​ ​ ​

Level 3

  ​ ​ ​

Total

Financial Assets at FVTPL

Non-current investments (Equity investment in publicly listed entities)

 

350

 

 

 

350

Financial liabilities at FVTPL

 

  ​

 

  ​

 

  ​

 

  ​

Convertible notes - Embedded derivatives (note 8)

 

 

 

193

 

193

Warrants (note 9)

 

 

 

53,538

 

53,538

As at December 31, 2025

  ​ ​ ​

Level 1

  ​ ​ ​

Level 2

  ​ ​ ​

Level 3

  ​ ​ ​

Total

Financial Assets at FVTPL

Non-current investments (Equity investment in publicly listed entities)

 

450

 

 

 

450

Financial liabilities at FVTPL

 

  ​

 

  ​

 

  ​

 

  ​

Convertible notes - Embedded derivatives (note 8)

 

 

 

352

 

352

Warrants (note 9)

 

 

 

62,957

 

62,957

There were no transfers between Level 1, Level 2 and Level 3 during the three-month period ended March 31, 2026 (none in 2025).

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NOUVEAU MONDE GRAPHITE INC.

Notes to the condensed consolidated interim financial statements

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

Financial Instruments Measured at FVTPL

Non-Current investments

Equity instruments publicly listed are classified as a Level 1 in the fair value hierarchy. Their fair values are a recurring measurement and are estimated using the closing share price observed on the relevant stock exchange.

18.

SUBSEQUENT EVENTS

In April 2026, the Company entered into subscription agreements with Canada Growth Fund (US$82 million), the Government of Québec, through its agent Investissement Québec (US$61 million), and Eni S.p.A. (US$70 million) for an aggregate equity investment of US$213 million, pursuant to a private placement of common shares. The release of the net proceeds from the subscription receipts remain conditional upon the receipt of shareholder approvals and customary regulatory approvals. The special and annual general meeting of shareholders has been scheduled for May 13, 2026, to consider the required approvals. The private placement is expected to close on or about May 15, 2026.

The Company also completed, in April 2026, a bought deal public offering of subscription receipts for aggregate gross proceeds of US$96.5 million, consisting of an initial offering of US$84 million of subscription receipts plus the full exercise of the over-allotment option, at a price of US$1.84 per subscription receipt. The release of the net proceeds from this public offering remains subject to the satisfaction of certain release conditions, including the completion of the US$213 million private placement and the receipt of shareholder approvals for this private placement.

17