EX-99.1 2 tmb-20240814xex99d1.htm EX-99.1

Exhibit 99.1

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FINANCIAL STATEMENTS

Condensed consolidated interim unaudited financial statements

For the three and six-month periods ended June 30, 2024 and 2023

(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 June 30, 2024

    

As at December 31, 2023

ASSETS

  

 

  

 

  

CURRENT

  

 

  

 

  

Cash and cash equivalents

 

73,876

 

36,332

Grants receivable and other current assets

 

972

 

1,334

Sales taxes receivable

 

1,166

 

1,061

Tax credits receivable

 

620

 

1,502

Prepaid expenses

 

3,622

 

2,697

Total current assets

 

80,256

 

42,926

NON-CURRENT

  

 

 

Tax credits receivable

 

9,305

 

8,846

Investment - Listed shares

 

525

 

1,075

Property, plant and equipment

6

 

67,411

 

66,619

Intangible assets

 

48

 

59

Right-of-use assets

1,691

1,884

Deposits

 

2,341

 

2,530

Total non-current assets

 

81,321

 

81,013

Total assets

 

161,577

 

123,939

LIABILITIES

  

 

 

CURRENT

  

 

 

Accounts payable and other

7

 

10,699

 

9,798

Deferred grants

 

1,001

 

1,255

Convertible notes

8

 

14,615

 

53,624

Derivative warrant liability

9

16,422

Current portion of lease liabilities

 

452

 

451

Current portion of borrowings

 

244

 

480

Total current liabilities

 

43,433

 

65,608

NON-CURRENT

 

 

Asset retirement obligation

 

944

 

987

Lease liabilities

 

1,445

 

1,636

Borrowings

 

891

 

1,278

Total non-current liabilities

 

3,280

 

3,901

Total liabilities

 

46,713

 

69,509

EQUITY

  

 

 

Share capital

 

343,862

 

238,823

Other reserves

8

 

2,808

 

7,692

Contributed surplus

 

32,101

 

28,502

Deficit

 

(263,907)

 

(220,587)

Total equity

 

114,864

 

54,430

Total liabilities and equity

 

161,577

 

123,939

Going Concern

1

Commitments

18

APPROVED BY THE BOARD OF DIRECTORS

/s/ Eric Desaulniers – “Director”

/s/ Daniel Buron – “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 (income) and comprehensive loss (income)

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

CONSOLIDATED STATEMENTS OF LOSS (INCOME) AND COMPREHENSIVE LOSS (INCOME)

For the three-month periods ended

For the six-month periods ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

    

Notes

    

$

    

$

    

$

    

$

EXPENSES

Exploration and evaluation expenses

 

11

1,843

2,740

22,066

4,387

Battery Material Plant project expenses

 

12

8,951

5,165

16,765

9,898

General and administrative expenses

 

13

6,835

5,737

13,018

12,646

Operating loss

 

 

17,629

 

13,642

 

51,849

 

26,931

Net financial costs (income)

 

14

 

(6,647)

 

(15,006)

 

(8,729)

(3,249)

Loss (income) before tax

 

 

10,982

 

(1,364)

 

43,120

 

23,682

Income tax

 

 

100

 

100

 

200

200

Net loss (income) and comprehensive loss (income)

 

 

11,082

 

(1,264)

 

43,320

 

23,882

Loss (earnings) per share

Basic

10.2

0.10

(0.02)

0.48

0.41

Diluted

10.2

0.10

0.02

0.48

0.41

Weighted average number of shares outstanding

Basic

 

10.2

 

106,079,801

60,347,080

90,243,051

58,192,277

Diluted

10.2

106,079,801

70,913,850

90,243,051

58,192,277

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 six-month period ended June 30, 2024

surplus and

Share capital

warrants

Other reserves

Deficit

Total equity

Notes

Number

$

$

$

$

$

Balance as at January 1, 2024

60,903,898

238,823

28,502

7,692

(220,587)

54,430

Shares issued - Lac Guéret Property acquisition

11

6,208,210

18,625

18,625

Shares issued from Private Placement

9

43,750,000

82,388

82,388

Options exercised

10.3

112,500

416

(152)

264

Share-based compensation

 

 

 

 

3,751

 

 

 

3,751

Settlement of interest on Convertible Notes

 

8

 

1,579,043

 

6,417

 

 

(4,884)

 

 

1,533

Share issue costs

 

 

 

(2,807)

 

 

 

 

(2,807)

Net loss and comprehensive loss

 

 

 

 

 

 

(43,320)

 

(43,320)

Balance as at June 30, 2024

 

 

112,553,651

 

343,862

 

32,101

 

2,808

 

(263,907)

 

114,864

    

    

    

    

Contributed

    

       For the six-month period ended June 30, 2023

surplus and

Share capital

warrants

Other reserves

Deficit

Total equity

Notes

Number

$

$

$

$

$

Balance as at January 1, 2023

55,873,898

 

210,786

 

25,313

 

829

 

(164,604)

72,324

Shares issued from offering

10.1

4,850,000

29,565

29,565

Options exercised

10.3

180,000

956

(380)

576

Share-based compensation

 

 

 

 

1,680

 

 

 

1,680

Settlement of interest on Convertible Notes

 

8

 

 

 

 

3,296

 

 

3,296

Share issue costs

(2,484)

(2,484)

Net loss and comprehensive loss

 

 

 

 

 

 

(23,882)

 

(23,882)

Balance as at June 30, 2023

 

 

60,903,898

 

238,823

 

26,613

 

4,125

 

(188,486)

 

81,075

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 six-month periods ended

June 30, 2024

June 30, 2023

    

Notes

    

$

    

$

OPERATING ACTIVITIES

 

Net loss

 

(43,320)

(23,882)

Adjustments for non-cash items:

Depreciation and amortization

 

5,144

2,883

Change in fair value - Listed shares

550

(300)

Change in fair value - Embedded derivatives

8

(6,061)

Change in fair value - Derivative warrant liability

9

(20,565)

Interest on convertible notes

8

1,533

3,296

Lac Gueret Property acquisition

11

18,625

Loss on convertible notes settlement

8

7,548

Unrealized foreign exchange loss (gain)

 

2,103

(1,036)

Loss on disposal of property, plant and equipment

5

Share-based compensation

 

10.2

3,443

1,389

Accretion included within financial costs

 

 

1,926

 

2,255

Net change in working capital

 

15

 

(488)

 

1,470

Cash flows used in operating activities

 

 

(23,501)

 

(19,981)

INVESTING ACTIVITIES

 

  

 

 

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

 

15

 

(3,971)

 

(6,642)

Deposits

 

 

187

 

155

Cash flows used in investing activities

 

 

(3,784)

 

(6,487)

FINANCING ACTIVITIES

 

  

 

 

Proceeds from private placement

9

67,870

29,565

Convertible notes issue costs

 

 

 

(659)

Repayment of borrowings

 

 

(623)

 

(111)

Repayment of lease liabilities

(229)

(209)

Proceeds from the exercise of stock options

264

576

Share issue costs

 

 

(2,452)

 

(2,446)

Cash flows from financing activities

 

 

64,830

 

26,716

Effect of exchange rate changes on cash

 

 

(1)

 

(324)

Net change in cash and cash equivalents

 

 

37,544

 

(76)

Cash and cash equivalents at the beginning of the period

 

 

36,332

 

59,924

Cash and cash equivalents at the end of the period

 

 

73,876

 

59,848

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 a natural graphite-based anode material that would qualify as battery-grade material to supply the lithium-ion industry.

The Company’s shares are listed under the symbol NMG on the New York Stock Exchange (“NYSE”), NOU on the TSX Venture Exchange (“TSXV”), and NM9A on the Frankfurt Stock Exchange. The Company’s registered office is located at 481 Brassard Street, Saint-Michel-des-Saints, Québec, Canada, J0K 3B0.

The Company’s condensed consolidated interim financial statements have been prepared using International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) 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 six-month period ended June 30, 2024, the Company reported a net loss after tax of $43.3 million, cash outflows from operating activities of $23.5 million and an accumulated deficit of $263.9 million and 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 additional funding, the Company does not have sufficient liquidity to pursue its planned expenditures.

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. In recognition of these circumstances, the Company completed a private placement for aggregate gross proceeds of $67.9 million (US$50 million), with General Motors Holding LLC (“GM”) and Panasonic Holdings Corporation (“Panasonic”) on February 28, 2024.

The Company’s ability to continue future operations and fund its development and acquisition activities is dependent on management's ability to secure additional financing in the future, which may be completed in a number of ways including, but not limited to, the issuance of debt or equity instruments, expenditure reductions, or a combination of strategic partnerships, joint venture arrangements, project debt finance, offtake financing, royalty financing and other capital markets alternatives. While management has been successful in securing financing in the past, there can be no assurance it will be able to do so in the future or that these sources of funding or initiatives will be available for the Company or that they will be available on terms which are acceptable to the Company.

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 (“IFRS”) as published by the International Accounting Standards Board (“IASB”) 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, 2023. 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, 2023, which have been prepared in accordance with IFRS.

The condensed consolidated interim financial statements for the three and six-month periods ended June 30, 2024 (including comparative statements) were approved and authorized for publication by the Board of Directors on August 14, 2024.

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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.

SIGNIFICANT ACCOUNTING POLICIES

3.1

EXPLORATION AND EVALUATION EXPENDITURES

Exploration and evaluation expenditures are costs incurred during the initial search for mineral resources before the technical feasibility and commercial viability of extracting a mineral resource are demonstrable.

All expenditures relating to exploration and evaluation are expensed as incurred in the consolidated statement of loss and comprehensive loss until the property reaches the development stage. Costs related to exploration and evaluation include topographical, geological, geochemical and geophysical studies, mining claims, exploration drilling, trenching, sampling, research and development costs specific to a mining project and other costs related to the evaluation of the technical feasibility and commercial viability of extracting a mineral resource. The various costs are expensed on a property-by-property basis pending determination of the technical feasibility and commercial viability of extracting a mineral resource.

When the technical feasibility and commercial viability of extracting a mineral resource are demonstrable, exploration and evaluation expenses related to the mining property will be recorded to property and equipment in Mining assets under construction.

3.2

COMPOUND INSTRUMENTS

The common shares and the share purchase warrants issued by the Company are considered a compound financial instrument (refer to note 9). The share purchase warrants are classified as a derivative financial liability as the warrants are issued in a different currency than the Company’s functional currency. The principle known as “fixed for fixed” criterion under IFRS requires that a fixed amount of cash or another financial asset (in this case, the exercise of the share purchase warrants) be exchanged for a fixed number of equity instruments.

Derivative warrant liabilities are financial liabilities recorded at fair value. As at the issuance date, the liability component (derivative warrant liability) of the compound instrument was established by using the Black-Scholes pricing model, and the residual amount, net of the issuance cost, was allocated to the equity component of the financial instrument. The derivative warrant liability is remeasured at the end of each reporting period with subsequent changes in fair value recorded in the consolidated statement of loss and comprehensive loss. At each reporting period, the fair value of the liability related to warrants is determined using the Black-Scholes pricing model, which uses significant input that is not based on observable market data, hence the classification as Level 3 in the fair value hierarchy.

3.3

CONTINGENT PAYMENTS

The Company has an additional consideration in connection with the Asset purchase agreement of the Lac Guéret Property which the Company shall pay following the declaration of commercial production of the Uatnan project. The Company has elected not to record payments contingent on future events on day 1 and, therefore, no liability is recognized. The variable payment will be recorded once commercial production of the Uatnan project will occur.

4.

ACCOUNTING STANDARDS ADOPTED AND ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

4.1

NEW ACCOUNTING STANDARDS ADOPTED

The Company adopted the amendments to IAS 1 Presentation of Financial Statements on classification of liabilities, effective for years beginning after January 1, 2024, which clarify when liabilities are classified as either current or non-current. For the purposes of non-current classification, the amendments removed the requirement for a right to defer settlement or roll over of a liability for at least twelve months to be unconditional.
Additionally, the amendments eliminate the exception related to conversion features. Previously, if conversion features were at the holder's discretion, it did not affect the classification of the liability component of a convertible instrument. In light of this amendment, the Company reclassified the convertible notes from a non-current to current liability, including the 2023 comparative figures.

4.2

NEW ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements from IAS 1 unchanged. IFRS 18 applies for annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted.

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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 new Accounting Standard introduces significant changes to the structure of a company's income statement and new principles for aggregation and disaggregation of information. The main impacts of the new Accounting Standard include:

Introducing a newly defined "operating profit" subtotal and a requirement for all income and expenses to be allocated between three distinct categories based on the company's main business activities: Operating, investing and financing;
Disclosure about management performance measures;
Adding new principles for aggregation and disaggregation of information;
Requiring the cash flow statement to start with operating profit; and
Remove the accounting policy choice for presentation of dividend and interest.

The Company is currently evaluating the impact of these amendments on its consolidated financial statements.

Amendments to IFRS 7 Financial instruments: disclosures and IFRS 9 Financial instruments

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 Company is currently evaluating the impact of these amendments on its 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 2023 Consolidated audited annual financial statement, except for the one described below. Actual results may differ significantly.

Fair Value of the Derivative warrant liability

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Company used the Black-Scholes option pricing model in determining the fair value of the derivative warrant liability which requires a number of assumptions to be made, including the volatility, the risk-free interest rate and the expected life. The Company uses its judgment to make assumptions that are mainly based on market conditions existing at the end of each reporting period. Details of the valuation model used for determining the fair value of the warrants and the assumptions used by management are disclosed in note 9.

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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 six-month period ended June 30, 2024

    

    

    

Furniture

    

    

    

Battery Material

    

Bécancour Battery

    

and other IT

Mine under

Demonstration Plant

Material Plant

Land

    

Buildings

    

Equipment

equipment

    

Rolling stock

    

construction [1]

under construction [1]

under construction [1]

Total

    

$

    

$

    

$

    

$

    

$

    

$

    

$

    

$

    

$

COST

January 1, 2024

2,455

3,438

25,350

235

128

46,000

710

-

78,316

Additions

 

-

-

624

-

-

3,798

1,078

193

5,693

Write-Off/Disposals

-

-

-

-

(8)

-

-

-

(8)

June 30, 2024

 

2,455

3,438

25,974

235

120

49,798

1,788

193

84,001

ACCUMULATED DEPRECIATION

 

January 1, 2024

 

-

779

10,723

134

61

-

-

-

11,697

Depreciation

 

-

118

4,747

24

12

-

-

-

4,901

Write-Off/Disposals

-

-

-

-

(8)

-

-

-

(8)

June 30, 2024

 

-

897

15,470

158

65

-

-

-

16,590

Net book value as at June 30, 2024

 

2,455

2,541

10,504

77

55

49,798

1,788

193

67,411

    

For the year ended December 31, 2023

    

    

    

Furniture

    

    

    

Battery Material

    

and other IT

Mine under

Demonstration Plant

Land

    

Buildings

    

Equipment

equipment

    

Rolling stock

    

construction [1]

under construction [1]

Total

    

$

    

$

    

$

    

$

    

$

    

$

    

$

    

$

COST

January 1, 2023

2,455

3,267

9,813

259

128

37,785

14,591

68,298

Additions

 

-

171

398

-

-

8,215

1,258

10,042

Transfers

-

-

15,139

-

-

-

(15,139)

-

Write-Off/Disposals

 

-

-

-

(24)

-

-

-

(24)

December 31, 2023

 

2,455

3,438

25,350

235

128

46,000

710

78,316

ACCUMULATED DEPRECIATION

 

January 1, 2023

 

-

551

3,478

97

37

-

-

4,163

Depreciation

 

-

228

7,245

56

24

-

-

7,553

Write-Off/Disposals

 

-

-

-

(19)

-

-

-

(19)

December 31, 2023

 

-

779

10,723

134

61

-

-

11,697

Net book value as at December 31, 2023

 

2,455

2,659

14,627

101

67

46,000

710

66,619

[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.

The amount of borrowing costs included in Mine under construction for the three and six-month periods ended June 30, 2024 is $513 and $957, respectively ($157 and $213 for the three and six-month periods ended June 30, 2023). 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 and six-month periods ended June 30, 2024.

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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)

7.

ACCOUNTS PAYABLE AND OTHER

    

June 30, 2024

    

December 31, 2023

 $

$

Trade payable and accrued liabilities

 

8,682

7,047

Wages and benefits liabilities

 

2,017

2,751

Accounts payable and other

 

10,699

9,798

8.

CONVERTIBLE NOTES

    

Host (amortized cost)

    

Derivative (FVTPL)

    

Deferred amount

    

Total

$

$

$

$

Issuance [1]

48,703

20,453

(2,773)

66,383

Interest accretion

 

732

 

 

 

732

Fair value adjustment

 

 

(11,199)

 

 

(11,199)

Amortization

 

 

 

140

 

140

Foreign exchange

 

382

 

127

 

(21)

 

488

Balance as of December 31, 2022

49,817

9,381

(2,654)

56,544

Interest accretion

 

5,082

 

 

 

5,082

Fair value adjustment

 

 

(8,049)

 

 

(8,049)

Amortization

 

 

 

1,453

 

1,453

Foreign exchange

 

(1,275)

 

(163)

 

32

 

(1,406)

Balance as of December 31, 2023

 

53,624

 

1,169

 

(1,169)

 

53,624

Interest accretion

 

2,203

 

 

 

2,203

Fair value adjustment

 

 

(1,138)

 

 

(1,138)

Amortization [2]

 

 

 

1,138

 

1,138

Foreign exchange

 

1,926

 

30

 

(30)

 

1,926

Settlement

(43,138)

(43,138)

Balance as of June 30, 2024

 

14,615

 

61

 

(61)

 

14,615

[1] Transaction costs of $821 (US$608) have been allocated to the host instrument and reduced from the net proceeds allocated to this component.

[2] The amortization for the three-month period ended June 30, 2024 includes an additional amount of $1,026 to prevent the net amount of the Derivative and the Deferred amount components from representing a negative amount.

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). 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 TSXV’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 TSXV’s approval, by delivering share certificates to the Holders upon maturity, conversion or redemption at a U.S. Dollar equivalent of the Company’s TSXV market share price, determined at the quarter end on which such interest became payable.

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

For the three and six-month periods ended June 30, 2024, the interest coupon totalled an aggregate amount of $445 (US$325) and $1,533 (US$1,132) respectively ($1,679 (US$1,250) and $3,296 (US$2,446) for the three and six-month periods ended June 30, 2023). For the second quarter of 2024, the Company elected to pay the interest coupon with 172,048 common shares at a price of US$1.89 which will be issued at maturity or conversion of the Notes. The common shares to be issued are recorded as other reserves in the consolidated statements of changes in equity.

On May 2, 2024, the Company closed a private placement with Mitsui & Co., Ltd (“Mitsui”) and Pallinghurst Bond Limited (“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.

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

    

    

Reasonably

    

Sensitivity [1]

    

    

Reasonably

    

Sensitivity [1]

December 31, 2023

possible change

US$ (Derivative liability)

June 30, 2024

 possible change

US$ (Derivative liability)

Observable inputs

  

  

  

  

  

  

Share price

 

US$2.61

+/- 10%

+0.4M/-0.3M

 

US$1.875

+/- 10%

+0M/0M

Foreign Exchange rate

 

1.32

+/-5%

+/-0.1M

 

1.37

+/-5%

+/-0M

Unobservable inputs

 

  

  

 

  

Expected volatility

 

48.5%

+/- 10%

+0.1/-0.3M

 

46.7%

+/- 10%

+0/0M

Credit spread

 

4.5%

+/-5%

+/-0.03M

 

3.5%

+/-5%

+/-0M

[1]Holding all other variables constant.

9.

DERIVATIVE WARRANT LIABILITY

Private placement with GM and Panasonic:

    

Derivative warrant liability

$

Issuance

25,742

Fair value adjustment

 

(5,955)

Foreign exchange

 

(49)

Balance as of March 31, 2024

19,738

Fair value adjustment

 

(10,550)

Foreign exchange

 

196

Balance as of June 30, 2024

9,384

On February 28, 2024, the Company completed a private placement with GM and 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.

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

June 30, 2024

March 31, 2024

Number of Warrants

 

25,000,000

25,000,000

Risk-Free Interest Rate

 

5.21%

5.16%

Expected Volatility

 

64%

75%

Stock Price at Valuation Date

 

US$1.875

US$2.29

Exercise Price

 

US$2.38

US$2.38

Average Fair Value per Warrant

 

US$0.27

US$0.58

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 an increase of $2,215 and a decrease of $2,195 respectively in the fair value of the warrants as at June 30, 2024.

Private placement with Mitsui and Pallinghurst:

    

Derivative warrant liability

$

Issuance

11,107

Fair value adjustment

 

(4,060)

Foreign exchange

 

(9)

Balance as of June 30, 2024

7,038

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. For more details on the transaction, refer to Note 8 – Convertible Notes.

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 $1.3M 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.

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

June 30, 2024

May 02, 2024

Number of Warrants

 

18,750,000

18,750,000

Risk-Free Interest Rate

 

5.21%

5.20%

Expected Volatility

 

64%

67%

Stock Price at Valuation Date

 

US$1.875

US$2.04

Exercise Price

 

US$2.38

US$2.38

Average Fair Value per Warrant

 

US$0.27

US$0.43

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 an increase of $1,661 and a decrease of $1,647 respectively in the fair value of the warrants as at June 30, 2024.

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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 six-month period ended

For the year ended

    

June 30, 2024

    

December 31, 2023

Shares issued at the start of the period

 

60,903,898

 

55,873,898

Shares issued from offering

 

 

4,850,000

Shares issued - Lac Gueret Property acquisition (Note 11)

6,208,210

Shares issued from Private Placement (Note 9)

43,750,000

Options exercised

112,500

 

180,000

Settlement of interest on Convertible Notes

1,579,043

Shares issued at the end of period

 

112,553,651

60,903,898

On April 17, 2023, the Company concluded an underwritten public offering agreement for 4,850,000 common shares, at a price of US$4.55 per share for gross proceeds of $29.6M (US$22M). The offering was conducted on a bought deal basis and the Company incurred underwriter fees equal to 6% of the gross proceeds.

10.2 LOSS (EARNINGS) PER SHARE

The calculation of the basic and diluted loss (earnings) per share is based on the loss (income) attributable to ordinary shareholders and to the weighted average number of shares outstanding, including shares to be issued for payment of interest on the convertible notes.

The calculation of the diluted loss (earnings) per share considers the effects of all dilutive potential ordinary shares.

For the three-month periods ended

For the six-month periods ended

June 30, 2024

    

June 30, 2023

June 30, 2024

    

June 30, 2023

Loss (income) attributable to the ordinary equity holders of the Company

    

11,082

    

(1,264)

43,320

    

23,882

Gain on change in fair value of embedded derivatives[i], net of interest expense associated with debt host

2,884

Loss (income) attributable to the ordinary equity holders of the Company used in calculation of the diluted loss per share

 

11,082

 

1,620

43,320

 

23,882

Basic weighted average number of shares outstanding

 

106,079,801

 

60,347,080

90,243,051

 

58,192,277

Dilutive effect of share options

 

566,770

 

Dilutive effect of the Convertibles Notes

 

10,000,000

 

Dilutive weighted average number of shares outstanding

 

106,079,801

 

70,913,850

90,243,051

 

58,192,277

Basic loss (earnings) per share

 

0.10

 

(0.02)

0.48

 

0.41

Diluted loss (earnings) per share

 

0.10

 

0.02

0.48

 

0.41

(i)Excludes the portion of the variation in fair value of the embedded derivatives attributable to the underlying warrants.

For the three and six-month periods ended June 30, 2024, the other potentially dilutive instruments, namely the options (note 10.3), the warrants (note 9) and, the underlying warrants of the Convertible Notes (see note 8) are anti-dilutive.

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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)

10.3 SHARE-BASED PAYMENTS

The Board of Directors determines the price per common share and the number of common shares which may be allocated to each director, officer, employee and consultant and all other terms and conditions of the option, subject to the rules of the TSXV. The plan has a policy that caps the maximum of total options that can be granted to 10% of the total outstanding shares of the Company.

All share-based payments will be settled in equity. The Company has no legal or contractual obligation to repurchase or settle the options in cash.

The Company’s share options are as follows:

For the six-month period ended June 30, 2024

For the year ended December 31, 2023

Weighted average

Weighted average

exercise price

exercise price

Number

$

Number

$

Opening balance

4,908,548

6.79

3,911,804

7.42

Granted

4,107,500

3.12

2,088,548

5.51

Exercised

(112,500)

 

2.35

 

(180,000)

 

3.20

Expired

(214,000)

 

8.61

 

(337,000)

 

6.52

Forfeited

(44,000)

 

4.21

 

(87,000)

 

5.39

Cancelled

(453,048)

 

8.20

 

(487,804)

 

8.20

Ending balance

8,192,500

 

3.12

 

4,908,548

 

6.79

Options that can be exercised

3,325,750

 

7.12

 

2,824,000

 

7.64

The details of the share options granted by the Company are as follows:

For the six-month period ended

For the year ended

    

June 30, 2024

    

December 31, 2023

Directors

 

212,500

 

212,500

Officers

 

2,200,000

 

600,000

Employees

1,545,000

 

800,000

Consultants

 

150,000

476,048

Total granted share options

4,107,500

2,088,548

The vesting period for the options granted during the six-month period ended June 30, 2024 occurs in two annual tranches, except for some options granted to key employees that vest upon FID, subject to certain conditions.

The weighted average fair value of the share options granted in the six-month period ended June 30, 2024, were estimated using the Black-Scholes option pricing model based on the following average assumptions:

Stock price at date of grant: $3.12
Expected life: 5 years
Risk-free interest rate: 3.54%
Expected volatility: 80.75%
Expected dividend: nil
Fair value per option: $2.08

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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.

EXPLORATION AND EVALUATION EXPENSES

For the three-month periods ended

For the six-month periods ended

June 30, 2024

    

June 30, 2023

    

June 30, 2024

    

June 30, 2023

$

$

$

$

Wages and benefits

1,023

776

2,073

1,591

Share-based compensation

 

385

121

524

200

Consulting fees

 

22

1,425

43

1,600

Materials, consumables, and supplies

 

185

178

336

344

Maintenance and subcontracting

 

176

72

288

276

Geology and drilling

 

8

8

Utilities

 

91

92

180

196

Depreciation and amortization

 

65

64

128

137

Other

 

68

68

110

133

Uatnan Mining Project

7

4

18,654

99

Grants

 

(9)

(24)

(26)

(78)

Tax credits

 

(170)

(44)

(244)

(119)

Exploration and evaluation expenses

 

1,843

 

2,740

22,066

 

4,387

On January 31, 2024, the Company completed the acquisition of the Lac Guéret property with Mason Resources Inc (“Mason”) through an asset acquisition agreement consisting mainly of 74 map-designated claims. The consideration for the asset acquisition was paid with 6,208,210 common shares of the Company, at $3.00 per share, representing a total aggregated amount of $18.6 million. The Company performed the concentration test and concluded that the acquisition represents an asset acquisition and not a business acquisition, since substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. Mining rights are specifically excluded from the scope of IAS 16, therefore, the Company applied IFRS 6. Since the Company’s accounting policy for Exploration and Evaluation activities under IFRS 6 is to classify expenditures in the consolidated statement of loss and comprehensive loss, $18.6 million was expensed under the category “Uatnan Mining Project”. A subsequent payment of $5,000,000 will be made to Mason at the start of commercial production of the contemplated Uatnan Mining Project, which will be recorded once commercial production of the Uatnan project will occur.

12.

BATTERY MATERIAL PLANT PROJECT EXPENSES

    

For the three-month periods ended

For the six-month periods ended

June 30, 2024

    

June 30, 2023

    

June 30, 2024

    

June 30, 2023

$

$

$

$

Wages and benefits

1,414

1,058

2,684

1,966

Share-based compensation

 

211

74

270

149

Engineering

 

3,743

1,524

6,362

3,043

Consulting fees

 

243

343

400

546

Materials, consumables, and supplies

 

525

512

1,191

1,112

Maintenance and subcontracting

477

480

1,139

876

Utilities

 

91

82

279

296

Depreciation and amortization

 

2,401

1,600

4,896

2,621

Other

 

85

57

140

91

Grants

 

(134)

(231)

(257)

(468)

Tax credits

 

(105)

(334)

(339)

(334)

Battery Material Plant project expenses

 

8,951

 

5,165

16,765

 

9,898

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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)

13.

GENERAL AND ADMINISTRATIVE EXPENSES

For the three-month periods ended

For the six-month periods ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

    

$

    

$

    

$

    

$

Wages and benefits

1,767

1,637

3,630

3,699

Share-based compensation

1,992

610

2,649

1,039

Professional fees

673

381

2,108

1,413

Consulting fees

425

698

889

1,453

Travelling, representation and convention

332

347

452

557

Office and administration

1,383

1,866

2,925

4,092

Stock exchange, authorities, and communication

199

125

283

251

Depreciation and amortization

59

62

120

125

Loss on asset disposal

5

5

Other financial fees

5

6

8

12

Grants

(46)

General and administrative expenses

6,835

 

5,737

13,018

12,646

14.

NET FINANCIAL COSTS (INCOME)

    

For the three-month periods ended

For the six-month periods ended

June 30, 2024

    

June 30, 2023

June 30, 2024

    

June 30, 2023

    

$

    

$

    

$

    

$

Foreign exchange loss (gain)

717

(1,048)

2,120

(1,079)

Interest income

 

(1,139)

(761)

(1,891)

(1,397)

Interest expense on lease liabilities

 

4

5

7

10

Change in fair value - Listed shares

100

375

550

(300)

Change in fair value - Embedded derivative and deferred amount amortization

(16,340)

(6,061)

Change in fair value - Derivative warrant liability

(14,611)

(20,565)

Accretion on borrowings and notes

 

944

1,071

1,926

2,254

Interest on borrowings and notes [i]

(210)

1,692

1,576

3,324

Loss on convertible notes settlement

7,548

7,548

Net financial costs (income)

 

(6,647)

 

(15,006)

(8,729)

 

(3,249)

[i] During the three-month period ended March 31, 2024, $671 (US$498) was recorded in interest on borrowings and notes, which corresponds to the accrued interest calculated between February 15, 2024 and March 31, 2024 for Pallinghurst’s and Mitsui’s notes. Since the interest had ceased to accrue as of February 14, 2024, $671 (US$498) was reversed and recorded under accretion on borrowings and notes in the second quarter of 2024, following the receipt of the required regulatory approvals and shareholder approval as per the requirements of Regulation 61-101 respecting Protection of Minority Security Holders.

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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)

15.

ADDITIONAL CASH FLOW INFORMATION

For the six-month periods ended

June 30, 2024

    

June 30, 2023

$

$

Grants receivable and other current assets

 

 

264

 

248

Deferred grants

 

 

(254)

 

99

Mining tax credits

 

  

 

423

 

(453)

Sales taxes receivable

 

  

 

(105)

 

987

Prepaid expenses

 

  

 

(923)

 

2,138

Accounts payable and other

 

 

107

 

(1,549)

Total net change in working capital

 

  

 

(488)

 

1,470

Income tax received

 

  

 

1,006

 

Interest paid

 

  

 

43

Non-cash financing activities

 

  

 

 

Share issue costs included in accounts payable and accrued liabilities

442

119

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

For the six-month periods ended

June 30, 2024

    

June 30, 2023

$

$

Additions of property, plant and equipment as per note 6

 

 

5,693

 

4,783

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

 

 

52

 

Borrowing costs included in Mine under construction

 

  

 

(957)

 

(213)

Share-based compensation capitalized (non-cash)

 

  

 

(308)

 

(291)

Grants recognized

 

  

 

6

 

148

Grants received

(104)

(3,822)

Accounts payable variation related to property, plant and equipment

 

 

(411)

 

6,037

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

 

  

 

3,971

 

6,642

   

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

For the six-month periods ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

    

$

    

$

$

    

$

Key management compensation

 

  

 

  

  

 

  

Employee benefit expenses

 

570

 

535

1,120

 

1,250

Share-based payments

 

1,419

 

318

1,856

 

425

Board fees

 

224

 

223

447

 

452

During the three and six-month periods ended June 30, 2024, the Company incurred interest fees of $445 (US$325) and $1,533 (US$1,132) respectively ($1,679 (US$1,250) and $3,296 (US$2,446) for the three and six-month periods ended June 30, 2023) to Mitsui, Investissement Québec and Pallinghurst, as disclosed above in Note 8 – Convertible Notes.

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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)

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 $17,313 (US$12,650) as at June 30, 2024 ($66,227 and US$50,073 as at December 31, 2023) (level 3).

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 June 30, 2024

    

Level 1

    

Level 2

    

Level 3

    

Total

Financial Assets at FVTPL

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

 

525

 

 

 

525

Financial liabilities at FVTPL

 

  

 

  

 

  

 

  

Convertible notes - Embedded derivatives (note 8)

 

 

 

 

Warrants (note 9)

 

 

 

16,422

 

16,422

As at December 31, 2023

    

Level 1

    

Level 2

    

Level 3

    

Total

Financial Assets at FVTPL

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

 

1,075

 

 

 

1,075

Financial liabilities at FVTPL

 

  

 

  

 

  

 

  

Convertible notes - Embedded derivatives (note 8)

 

 

 

 

There were no transfers between Level 1, Level 2 and Level 3 during the three-month period ended June 30, 2024 (none in 2023).

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.

COMMITMENTS

In the normal course of business, the Company enters into contracts that give rise to commitments. As at June 30, 2024, the Company had issued $4,073 of purchase orders for the acquisition of property, plant and equipment and $3,364 in relation to operations.

17