EX-99.1 2 tmb-20241114xex99d1.htm EX-99.1

Exhibit 99.1

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FINANCIAL STATEMENTS

Condensed consolidated interim unaudited financial statements

For the three and nine-month periods ended September 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 September 30, 2024

    

As at December 31, 2023

ASSETS

  

 

  

 

  

CURRENT

  

 

  

 

  

Cash and cash equivalents

 

56,502

 

36,332

Grants receivable and other current assets

 

1,025

 

1,334

Sales taxes receivable

 

1,499

 

1,061

Tax credits receivable

 

515

 

1,502

Prepaid expenses

 

1,930

 

2,697

Total current assets

 

61,471

 

42,926

NON-CURRENT

  

 

 

Tax credits receivable

 

9,471

 

8,846

Investment - Listed shares

 

300

 

1,075

Property, plant and equipment

6

 

72,828

 

66,619

Intangible assets

 

42

 

59

Right-of-use assets

1,617

1,884

Deposits

 

2,210

 

2,530

Total non-current assets

 

86,468

 

81,013

Total assets

 

147,939

 

123,939

LIABILITIES

  

 

 

CURRENT

  

 

 

Accounts payable and other

7

 

12,974

 

9,798

Deferred grants

 

875

 

1,255

Convertible notes

8

 

14,814

 

53,624

Derivative warrant liability

9

5,942

Current portion of lease liabilities

 

463

 

451

Current portion of borrowings

 

247

 

480

Total current liabilities

 

35,315

 

65,608

NON-CURRENT

 

 

Asset retirement obligation

 

964

 

987

Lease liabilities

 

1,359

 

1,636

Borrowings

 

828

 

1,278

Total non-current liabilities

 

3,151

 

3,901

Total liabilities

 

38,466

 

69,509

EQUITY

  

 

 

Share capital

 

343,954

 

238,823

Other reserves

8

 

3,253

 

7,692

Contributed surplus

 

34,235

 

28,502

Deficit

 

(271,969)

 

(220,587)

Total equity

 

109,473

 

54,430

Total liabilities and equity

 

147,939

 

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 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

For the nine-month periods ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

    

Notes

    

$

    

$

    

$

    

$

EXPENSES

Exploration and evaluation expenses

 

11

1,760

1,330

23,827

5,716

Battery Material Plant project expenses

 

12

10,434

6,790

27,199

16,688

General and administrative expenses

 

13

6,865

4,927

19,881

17,574

Operating loss

 

 

19,059

 

13,047

 

70,907

 

39,978

Net financial costs (income)

 

14

 

(11,097)

 

2,379

 

(19,825)

(872)

Loss before tax

 

 

7,962

 

15,426

 

51,082

 

39,106

Income tax

 

 

100

 

100

 

300

300

Net loss and comprehensive loss

 

 

8,062

 

15,526

 

51,382

 

39,406

Basic and diluted loss per share

0.07

0.26

0.52

0.66

Weighted average number of shares outstanding

 

 

113,327,700

60,746,564

98,022,452

59,378,171

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 nine-month period ended September 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

10.2

137,500

507

(184)

323

Share-based compensation

 

 

 

 

5,917

 

 

 

5,917

Settlement of interest on Convertible Notes

 

8

 

1,579,043

 

6,417

 

 

(4,439)

 

 

1,978

Share issue costs

 

 

 

(2,806)

 

 

 

 

(2,806)

Net loss and comprehensive loss

 

 

 

 

 

 

(51,382)

 

(51,382)

Balance as at September 30, 2024

 

 

112,578,651

 

343,954

 

34,235

 

3,253

 

(271,969)

 

109,473

    

    

    

    

Contributed

    

       For the nine-month period ended September 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

10.2

180,000

956

(380)

576

Share-based compensation

 

 

 

 

2,669

 

 

 

2,669

Settlement of interest on Convertible Notes

 

8

 

 

 

 

5,054

 

 

5,054

Share issue costs

(2,484)

(2,484)

Net loss and comprehensive loss

 

 

 

 

 

 

(39,406)

 

(39,406)

Balance as at September 30, 2023

 

 

60,903,898

 

238,823

 

27,602

 

5,883

 

(204,010)

 

68,298

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 nine-month periods ended

September 30, 2024

September 30, 2023

    

Notes

    

$

    

$

OPERATING ACTIVITIES

 

Net loss

 

(51,382)

(39,406)

Adjustments for non-cash items:

Depreciation and amortization

 

7,023

5,508

Change in fair value - Listed shares

775

(425)

Change in fair value - Embedded derivatives

8

(6,600)

Change in fair value - Derivative warrant liability

9

(30,819)

Interest on convertible notes

8

1,978

5,054

Lac Guéret Property acquisition

11

18,625

Loss on convertible notes settlement

8

7,548

Unrealized foreign exchange loss (gain)

 

1,716

(40)

Loss on write-off/disposal of property, plant and equipment

6

1,098

5

Share-based compensation

 

10.2

5,398

2,253

Accretion included within financial costs

 

 

1,773

 

3,299

Net change in working capital

 

15

 

1,081

 

1,384

Cash flows used in operating activities

 

 

(35,186)

 

(28,968)

INVESTING ACTIVITIES

 

  

 

 

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

 

15

 

(9,361)

 

(8,977)

Deposits

 

 

318

 

263

Cash flows used in investing activities

 

 

(9,043)

 

(8,714)

FINANCING ACTIVITIES

 

  

 

 

Proceeds from private placement

9

67,870

29,565

Convertible notes issue costs

 

 

 

(659)

Repayment of borrowings

 

 

(683)

 

(168)

Repayment of lease liabilities

(346)

(319)

Proceeds from the exercise of stock options

323

576

Share issue costs

 

 

(2,685)

 

(2,484)

Cash flows from financing activities

 

 

64,479

 

26,511

Effect of exchange rate changes on cash

 

 

(80)

 

(160)

Net change in cash and cash equivalents

 

 

20,170

 

(11,331)

Cash and cash equivalents at the beginning of the period

 

 

36,332

 

59,924

Cash and cash equivalents at the end of the period

 

 

56,502

 

48,593

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 nine-month period ended September 30, 2024, the Company reported a net loss after tax of $51.4 million, cash outflows from operating activities of $35.2 million and an accumulated deficit of $272 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.

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 nine-month periods ended September 30, 2024 (including comparative statements) were approved and authorized for publication by the Board of Directors on November 12, 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 nine-month period ended September 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

 

-

-

43

-

-

10,077

2,670

1,175

13,965

Transfers

 

-

-

2,121

-

-

-

(2,121)

-

-

Transfer of Right-of-use assets

230

230

Write-Off/Disposals

-

(1,410)

-

-

(8)

-

-

-

(1,418)

September 30, 2024

 

2,455

2,028

27,514

235

350

56,077

1,259

1,175

91,093

ACCUMULATED DEPRECIATION

 

January 1, 2024

 

-

779

10,723

134

61

-

-

-

11,697

Depreciation

 

-

151

6,456

33

18

-

-

-

6,658

Transfer of Right-of-use assets

230

230

Write-Off/Disposals

-

(312)

-

-

(8)

-

-

-

(320)

September 30, 2024

 

-

618

17,179

167

301

-

-

-

18,265

Net book value as at September 30, 2024

 

2,455

1,410

10,335

68

49

56,077

1,259

1,175

72,828

    

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 nine-month periods ended September 30, 2024 is $561 and $1,518, respectively ($259 and $473 for the three and nine-month periods ended September 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 nine-month periods ended September 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)

In August 2024, the Company exercised its buyback option to repurchase 1% of the 3% net smelter royalty (“NSR”) initially issued to Pallinghurst Graphite International Limited on August 28, 2020, for a total amount of $1,869. The NSR applies to both first transformation proceeds of the Matawinie Mine and second transformation proceeds less allowable deductions of the Battery Material Plant. Based on the anticipated NSR payments over the project lifespan, the Company split its buyback consideration of $1,869 by allocating $963 to the "Mine under construction" asset category and $906 to the "Bécancour Battery Material Plant under construction." asset category. Additionally, the Matawinie Property was also subject to a 0.2% NSR agreement, initially contracted in 2014 and transferred to Pallinghurst Bond Limited in 2023, which the Company decided to repurchase for a consideration of $200. The buyback consideration was recorded under the "Mine under construction” asset category as it only pertained to the Matawinie Mine proceeds.

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.

In August 2024, the Company demolished several cottages near the mine that had been purchased in 2018-2019. The demolition resulted in a write-off of $1,098 in the consolidated statements of loss and comprehensive loss.

7.

ACCOUNTS PAYABLE AND OTHERS

    

September 30, 2024

    

December 31, 2023

 $

$

Trade payable and accrued liabilities

 

10,689

7,047

Wages and benefits liabilities

 

2,285

2,751

Accounts payable and others

 

12,974

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

 

2,607

 

 

 

2,607

Fair value adjustment

 

 

(1,184)

 

 

(1,184)

Amortization [2]

 

 

 

1,184

 

1,184

Foreign exchange

 

1,721

 

29

 

(29)

 

1,721

Settlement

(43,138)

(43,138)

Balance as of September 30, 2024

 

14,814

 

14

 

(14)

 

14,814

[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 nine-month period ended September 30, 2024 includes an additional amount of $1,066 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) with Mitsui & Co., Ltd (“Mitsui”), Pallinghurst Bond Limited (“Pallinghurst”) and Investissement Québec. 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%.

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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)

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.

-

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.

For the three and nine-month periods ended September 30, 2024, the interest coupon totalled an aggregate amount of $446 (US$327) and $1,978 (US$1,459) respectively ($1,758 (US$1,311) and $5,054 (US$3,757) for the three and nine-month periods ended September 30, 2023). For the third quarter of 2024, the Company elected to pay the interest coupon with 205,460 common shares at a price of US$1.59 which will be issued at maturity or at conversion of the Notes. 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, 2023

possible change

(Derivative liability)

September 30, 2024

 possible change

(Derivative liability)

Observable inputs

  

  

  

  

  

  

Share price

 

US$2.61

+/- 10%

+0.4M/-0.3M

 

US$1.57

+/- 10%

+0M/0M

Foreign Exchange rate

 

1.32

+/-5%

+/-0.1M

 

1.35

+/-5%

+/-0M

Unobservable inputs

 

  

  

 

  

Expected volatility

 

48.5%

+/- 10%

+0.1/-0.3M

 

46.4%

+/- 10%

+0/0M

Credit spread

 

4.5%

+/-5%

+/-0.03M

 

3.5%

+/-5%

+/-0M

[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

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

Fair value adjustment

 

(5,859)

Foreign exchange

 

(130)

Balance as of September 30, 2024

3,395

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.

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

September 30, 2024

Number of Warrants

 

25,000,000

Risk-Free Interest Rate

 

4.38%

Expected Volatility

 

67%

Stock Price at Valuation Date

 

US$1.57

Exercise Price

 

US$2.38

Average Fair Value per Warrant

 

US$0.10

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 $860 and a decrease of $807 respectively in the fair value of the warrants as at September 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)

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

Fair value adjustment

 

(4,395)

Foreign exchange

 

(96)

Balance as of September 30, 2024

2,547

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:

September 30, 2024

Number of Warrants

 

18,750,000

Risk-Free Interest Rate

 

4.38%

Expected Volatility

 

67%

Stock Price at Valuation Date

 

US$1.57

Exercise Price

 

US$2.38

Average Fair Value per Warrant

 

US$0.10

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 $645 and a decrease of $605 respectively in the fair value of the warrants as at September 30, 2024.

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 nine-month period ended

For the year ended

    

September 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 Guéret Property acquisition (Note 11)

6,208,210

Shares issued from Private Placement (Note 9)

43,750,000

Options exercised (Note 10.2)

137,500

 

180,000

Settlement of interest on Convertible Notes (Note 8)

1,579,043

Shares issued at the end of period

 

112,578,651

60,903,898

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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)

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 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 nine-month period ended September 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

4,177,500

3.10

2,088,548

5.51

Exercised

(137,500)

 

2.35

 

(180,000)

 

3.20

Expired

(321,000)

 

6.99

 

(337,000)

 

6.52

Forfeited

(44,000)

 

4.21

 

(87,000)

 

5.39

Cancelled

(453,048)

 

8.20

 

(487,804)

 

8.20

Ending balance

8,130,500

 

4.89

 

4,908,548

 

6.79

Options that can be exercised

3,199,750

 

7.26

 

2,824,000

 

7.64

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

For the nine-month period ended

For the year ended

    

September 30, 2024

    

December 31, 2023

Directors

 

237,500

 

212,500

Officers

 

2,200,000

 

600,000

Employees

1,590,000

 

800,000

Consultants

 

150,000

476,048

Total granted share options

4,177,500

2,088,548

The vesting period for the options granted during the nine-month period ended September 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 nine-month period ended September 30, 2024, were estimated using the Black-Scholes option pricing model based on the following average assumptions:

Stock price at date of grant: $3.10
Expected life: 5 years
Risk-free interest rate: 3.53%
Expected volatility: 80.76%
Expected dividend: nil
Fair value per option: $2.06

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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 nine-month periods ended

September 30, 2024

    

September 30, 2023

    

September 30, 2024

    

September 30, 2023

$

$

$

$

Wages and benefits

905

684

2,978

2,274

Share-based compensation

 

344

149

868

349

Consulting fees

 

20

6

63

1,607

Materials, consumables, and supplies

 

170

166

506

511

Maintenance and subcontracting

 

126

177

414

452

Geology and drilling

 

8

Utilities

 

91

83

271

279

Depreciation and amortization

 

65

64

193

201

Other

 

82

58

193

190

Uatnan Mining Project

19

18,674

99

Grants

 

(2)

(5)

(29)

(83)

Tax credits

 

(60)

(52)

(304)

(171)

Exploration and evaluation expenses

 

1,760

 

1,330

23,827

 

5,716

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 nine-month periods ended

September 30, 2024

    

September 30, 2023

    

September 30, 2024

    

September 30, 2023

$

$

$

$

Wages and benefits

1,599

1,326

4,283

3,292

Share-based compensation

 

189

93

459

242

Engineering

 

5,590

1,760

11,952

4,802

Consulting fees

 

197

258

597

804

Materials, consumables, and supplies

 

553

453

1,743

1,565

Maintenance and subcontracting

635

717

1,774

1,593

Utilities

 

76

86

355

382

Depreciation and amortization

 

1,765

2,499

6,661

5,120

Other

 

63

52

206

143

Grants

 

(127)

(262)

(385)

(729)

Tax credits

 

(106)

(192)

(446)

(526)

Battery Material Plant project expenses

 

10,434

 

6,790

27,199

 

16,688

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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 nine-month periods ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

    

$

    

$

    

$

    

$

Wages and benefits

1,715

1,681

5,344

5,380

Share-based compensation

1,422

622

4,071

1,661

Professional fees

494

632

2,602

2,045

Consulting fees

505

391

1,393

1,844

Travelling, representation and convention

263

98

714

655

Office and administration

1,202

1,344

4,128

5,436

Stock exchange, authorities, and communication

98

93

381

345

Depreciation and amortization

49

62

169

187

Loss on write-off/disposal of property, plant and equipment

1,098

1,098

5

Other financial fees

19

4

27

16

Grants

(46)

General and administrative expenses

6,865

 

4,927

19,881

17,574

14.

NET FINANCIAL COSTS (INCOME)

    

For the three-month periods ended

For the nine-month periods ended

September 30, 2024

    

September 30, 2023

September 30, 2024

    

September 30, 2023

    

$

    

$

    

$

    

$

Foreign exchange loss (gain)

(387)

942

1,735

(137)

Interest income

 

(993)

(721)

(2,885)

(2,118)

Interest expense on lease liabilities

 

3

4

11

14

Change in fair value - Listed shares

225

(125)

775

(425)

Change in fair value - Embedded derivative and deferred amount amortization

(538)

(6,600)

Change in fair value - Derivative warrant liability

(10,254)

(30,819)

Interest and accretion on borrowings and notes

 

309

2,817

3,810

8,394

Loss on convertible notes settlement

7,548

Net financial costs (income)

 

(11,097)

 

2,379

(19,825)

 

(872)

15.

ADDITIONAL CASH FLOW INFORMATION

For the nine-month periods ended

September 30, 2024

    

September 30, 2023

$

$

Grants receivable and other current assets

 

 

243

 

92

Deferred grants

 

 

(380)

 

157

Mining tax credits

 

  

 

362

 

(697)

Sales taxes receivable

 

  

 

(438)

 

920

Prepaid expenses

 

  

 

769

 

1,210

Accounts payable and other

 

 

525

 

(298)

Total net change in working capital

 

  

 

1,081

 

1,384

Income tax received

 

  

 

1,110

 

Interest paid

 

  

 

59

Non-cash financing activities

 

  

 

 

Share issue costs included in accounts payable and accrued liabilities

121

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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)

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

For the nine-month periods ended

September 30, 2024

    

September 30, 2023

$

$

Additions of property, plant and equipment as per note 6

 

 

13,965

 

7,534

Non-cash decrease of the asset rehabilitation obligation

 

 

36

 

44

Borrowing costs included in Mine under construction

 

  

 

(1,518)

 

(473)

Share-based compensation capitalized (non-cash)

 

  

 

(519)

 

(416)

Grants recognized

 

  

 

17

 

145

Grants received

(104)

(4,148)

Accounts payable variation related to property, plant and equipment

 

 

(2,516)

 

6,291

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

 

  

 

9,361

 

8,977

   

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 nine-month periods ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

    

$

    

$

$

    

$

Key management compensation

 

  

 

  

  

 

  

Employee benefit expenses

 

540

 

479

1,660

 

1,729

Share-based payments

 

1,303

 

483

3,146

 

908

Board fees

 

219

 

213

666

 

665

During the three and nine-month periods ended September 30, 2024, the Company incurred interest fees of $446 (US$327) and $1,978 (US$1,459) respectively ($1,758 (US$1,311) and $5,054 (US$3,757) for the three and nine-month periods ended September 30, 2023) to Mitsui, Investissement Québec and Pallinghurst, as disclosed above in Note 8 – Convertible Notes.

During the three-month period ended September 30, 2024, the Company repurchased a 1% NSR to Pallinghurst Graphite International Limited, along with a second NSR of 0.2% to Pallinghurst Bond Limited. For more details on this transaction, refer to note 6 – Property, plant and equipment.

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 $16,789 (US$12,437) as at September 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).

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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)

As at September 30, 2024

    

Level 1

    

Level 2

    

Level 3

    

Total

Financial Assets at FVTPL

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

 

300

 

 

 

300

Financial liabilities at FVTPL

 

  

 

  

 

  

 

  

Convertible notes - Embedded derivatives (note 8)

 

 

 

 

Warrants (note 9)

 

 

 

5,942

 

5,942

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 and nine-month periods ended September 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

The Company’s future minimum payments of commitments as at September 30, 2024 are as follows:

    

Total

Capital expenditure obligations

640

Commercial projects long-lead item obligations

 

3,389

Balance as at September 30, 2024

4,029

17