- Canada Growth Fund, the Government of Québec, through Investissement Québec, and Eni S.p.A., commit to an aggregate US$213 million equity investment, to support the advancement of NMG’s Phase-2 Matawinie Mine project
- Concurrent US$84 million bought deal public offering of subscription receipts, completing the equity component of the Phase-2 Matawinie Mine financing package
- Equity financing, together with previously announced US$335 million project debt facilities commitment, is expected to fully secure the funds required for the Phase‑2 Matawinie Mine and advance the project to FID
- Completion of the private placement by Canada Growth Fund, the Government of Québec via its agent Investissement Québec, and Eni is subject to specified shareholder approvals in accordance with applicable regulatory requirements; annual and special shareholder meeting scheduled for May 13, 2026, via webcast
- Eni’s equity investment complemented by a letter of intent to advance commercial discussions toward a potential 15,000-tpa graphite concentrate offtake from the Phase-2 Matawinie Mine or equivalent in active anode material
- Phase-2 Matawinie Mine financing enables the start of NMG’s execution strategy for an integrated mine-to-anode-material value chain; 13-ktpa Bécancour Battery Material Plant targeted to reach FID in H2-2026
- Panasonic and Mitsui have indicated their intention to vote in favor of the approvals required in connection with the private placements
BASE SHELF PROSPECTUS IS ACCESSIBLE, AND THE SHELF PROSPECTUS SUPPLEMENT WILL BE ACCESSIBLE WITHIN TWO BUSINESS DAYS ON SEDAR+ AND EDGAR
Nouveau Monde Graphite Inc. is pleased to announce an equity investment of US$82 million by Canada Growth Fund Inc., US$61 million by the Government of Québec, through Investissement Québec (“IQ”), and US$70 million by Eni S.p.A. (“Eni”) – a global integrated energy company – respectively, in NMG for an aggregate investment amount of US$213 million (the “Private Placement”), subject to, among other things, receipt of the Shareholder Approvals (as defined below). NMG is also announcing the launch of a concurrent bought deal public offering of subscription receipts, which, together with the Private Placement, comprise the equity component of the financing package for the phased development of the commercial operations of its Matawinie Mine (the “Phase-2 Matawinie Mine”). Together with the previously announced senior project debt facilities of US$335 million commitment (the “Facilities”) and on the basis of accessing the Facilities committed, the net proceeds from the equity financing, once available to the Company, are expected to fully fund the Phase‑2 Matawinie Mine and positions NMG to advance toward final investment decision (“FID”) and construction. The Company intends to use the net proceeds from the Offering (as defined below), and the Private Placement and the funds available under the Facilities, for: (i) funding the design, engineering and construction of the Phase-2 Matawinie Mine, and (ii) for general and administrative expenses and general working capital of the Company.
A summary of the key terms of the Private Placement and the Offering follows, which are described in greater detail in the subscription agreement entered into on the date hereof with each of CGF, IQ and Eni (collectively, the “Subscription Agreements”) and the Prospectus Supplements that will be available on SEDAR+ and EDGAR. This summary does not purport to be complete and reference should be made to the full text of the Subscription Agreements and the Prospectus Supplements.
Private Placement
Each of CGF, IQ, and Eni has agreed to subscribe, on a private placement basis, for common shares in the capital of NMG (the “Common Shares”), subject to certain conditions, including receipt of the Shareholder Approvals (as defined below). Pursuant to the Private Placement, the Company will issue an aggregate 115,847,792 Common Shares at a price of US$1.84 per Common Share, for aggregate gross proceeds of US$213 million.
The closing of the subscriptions by each of CGF, IQ and Eni pursuant to the Private Placement are cross-conditional on the closing of the other subscriptions and the Offering. The closing of the Private Placement shall occur immediately prior to the issuance of the Common Shares underlying the Subscription Receipts (as defined below) issued in the Offering.
The participation of IQ and CGF in the Private Placement builds on their prior support for the advancement of the Phase-2 Matawinie Mine and the broader ore‑to‑battery‑material value chain, while Eni’s investment reflects growing strategic interest from global energy and industrial players in secure, carbon-neutral critical minerals supply.
As a condition to the closing of the equity investment by Eni, Eni and the Company have agreed to enter into: (i) an investor rights agreement providing Eni with certain board nomination and observer rights, as well as pre-emptive and top-up rights in connection with future offerings and certain dilution events, in each case subject to Eni maintaining specified ownership thresholds in the Company; (ii) a registration rights agreement providing Eni with demand, piggyback and shelf registration rights in respect of the Common Shares held by Eni, subject to customary terms and conditions; and (iii) a side letter agreement pursuant to which the Company has agreed to negotiate in good faith the terms of a potential offtake agreement relating to 15,000 tonnes per annum (“tpa”) of graphite concentrate from the Phase-2 Matawinie Mine or equivalent in active anode material.
Each of CGF and IQ are parties to an investor rights agreement and a registration rights agreement with the Company, respectively, dated December 20, 2024, which agreements remain in force.
The Common Shares to be issued in connection with the Private Placement will be subject to a four-month hold period under Canadian securities laws. Closing of the Private Placement is subject to, among other things, receipt of the Shareholder Approvals and certain customary conditions and regulatory approvals, including the approval of the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange (“NYSE”). BMO Capital Markets is acting as exclusive financial advisor to the Company in connection with the Private Placement and the overall equity financing.
The Private Placement is expected to close on or about May 15, 2026 and will occur immediately prior to the issuance of the Common Shares underlying the Subscription Receipts issued in the Offering.
Concurrent Bought Deal Subscription Receipt Public Offering
NMG has entered into an agreement with a syndicate of underwriters co-led by BMO Capital Markets and National Bank Capital Markets (the “Bookrunners” and collectively with the other members of the syndicate, the “Underwriters”), pursuant to which the Company will issue, on a “bought deal” basis, 45,600,000 subscription receipts (the “Subscription Receipts”) at a price of US$1.84 per Subscription Receipt (the “Offering Price”), for gross proceeds to the Company of approximately US$84 million (the “Offering”).
The Company has granted the Underwriters an option, exercisable at the Offering Price until the earlier of 30 days following the closing of the Offering and the Termination Date (as defined below), to purchase up to an additional 15% of the Offering to cover over-allotments, if any (the “Over-Allotment Option”).
Each Subscription Receipt represents the right to receive, for no additional consideration and without further action, one Common Share upon satisfaction of certain release conditions, including the completion of the Private Placement which is conditional upon, among other things, receipt of the Shareholder Approvals of the Private Placement (collectively, the “Release Conditions”). The gross proceeds from the Offering (less 50% of the Underwriters’ fee) will be held in escrow pending the satisfaction of the Release Conditions.
If (i) the Release Conditions are not satisfied prior to 5:00 p.m. (Montréal time) on July 31, 2026; (ii) a “termination event” occurs, as such term is defined in the subscription receipt agreement to be entered into between NMG and the subscription receipt agent, or (iii) the Company has advised the Bookrunners and the subscription receipt agent or announced to the public that it does not intend to proceed with obtaining the Shareholder Approvals or completing the Private Placement (the date on which the earliest any such termination event occurs, the “Termination Date”), holders of Subscription Receipts will receive the full purchase price of the Subscription Receipt, together with their pro rata portion of income (including interest) generated thereon, calculated from the date of the closing of the Offering and up to but excluding the Termination Date (less any applicable withholding taxes). The Underwriters’ fee representing 5% of the aggregate gross proceeds of the Offering, will be paid as to 50% on the closing of the Offering and 50% upon and subject to the realization of the Release Conditions.
The Company will apply to list the Subscription Receipts and the Common Shares issuable pursuant to the terms of the Subscription Receipts on the TSX and will apply to list the Common Shares issuable pursuant to the terms of the Subscription Receipts on the NYSE. Listing of the Subscription Receipts will be subject to the Company fulfilling all of the applicable listing requirements of the TSX and listing the Common Shares issuable pursuant to the terms of the Subscription Receipts on the TSX and NYSE will be subject to the Company fulfilling all of the applicable listing requirements of the TSX and NYSE. The Subscription Receipts will not be listed on the NYSE.
Shareholder Approvals
The closing of the Private Placement is subject to the receipt of various shareholder approvals in accordance with applicable TSX rules and Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (“Regulation 61-101”) (collectively, the “Shareholder Approvals”).
The Company will convene an annual and special meeting of shareholders on May 13, 2026 at 10:00 a.m. EDT via webcast at https://virtual-meetings.tsxtrust.com/en/1931 to consider the Shareholder Approvals and any related matters. Additional details regarding the Shareholder Approvals will be provided in a forthcoming management information circular, which, once filed, will be available in Canada on SEDAR+ at www.sedarplus.ca and in the United States on the SEC’s website at www.sec.gov.
Explore the Business Insights Journal for up-to-date strategies and industry breakthroughs!
