NMG · Nouveau Monde Graphite Inc.

Nouveau Monde Graphite Inc. has executed a Subscription Receipt Agreement to facilitate a financing transaction through subscription receipts, providing a structured mechanism for raising capital conditionally tied to key milestones. The agreement involves bookrunners BMO Nesbitt Burns Inc. and National Bank Financial Inc., with TSX Trust Company acting as agent, registrar, transfer agent, and escrow holder. Proceeds from the offering are escrowed and invested, ensuring investor protection by guaranteeing return of principal plus earned interest if escrow release conditions fail. These conditions—shareholder approvals, closing of a concurrent non-brokered private placement of common shares, and all necessary regulatory approvals—align the financing with strategic corporate objectives, likely supporting graphite production initiatives. Upon satisfaction, funds (net of underwriter fees) release to the company, and receipt holders automatically receive one fully paid common share per receipt, enabling seamless equity conversion. This structure mitigates execution risk for investors while providing the company flexible capital access, with termination safeguards preventing indefinite fund lockup. The prospectus-qualified offering enhances liquidity potential through planned listing, signaling confidence in meeting milestones.