Acquisition of Common Shares and Warrants of Nouveau Monde Graphite Inc. by Pallinghurst and Repurchase of Convertible Note

GUERNSEY, Channel Islands, May 2, 2024 /CNW/ - This news release is issued by Pallinghurst Bond Limited ("PBL") and Pallinghurst Graphite International Limited ("PGIL" and, together with PBL, the "Pallinghurst Entities") pursuant to the early warning requirements of Canada's National Instrument 62-104 and National Instrument 62–103 with respect to the common shares ("Common Shares"), an unsecured convertible note and common share purchase warrants ("Warrants") of Nouveau Monde Graphite Inc. (the "Issuer").

On May 2, 2024, PBL purchased 6,250,000 Common Shares and 6,250,000 Warrants from the Issuer, on a private placement basis, at an aggregate subscription price of US$12.5 million (C$17,198,750 using the daily rate reported by the Bank of Canada on May 1, 2024) (the "Investment"), in accordance with the terms previously announced by the Issuer on February 15, 2024. The Investment was used by the Issuer to repurchase the unsecured convertible note in an aggregate principal amount of US$12,500,000 (C$17,198,750 using the daily rate reported by the Bank of Canada on May 1, 2024) held by PBL, (the "PBL Convertible Note").

Immediately prior to completion of the Investment and repayment of the PBL Convertible Note by the Issuer, the Pallinghurst Entities were deemed to have beneficial ownership, directly or indirectly, of an aggregate of 17,067,361 Common Shares consisting of:

  i.  5,618,907 Common Shares owned by Pallinghurst Graphite Limited ("PGL"), a subsidiary of PGIL;

  ii.  5,922,106 Common Shares owned by PGIL directly;

  iii.  2,500,000 Common Shares issuable to PBL upon conversion in whole of the PBL Convertible Note;

  iv.  2,500,000 Warrants exercisable into Common Shares, which were issuable to PBL upon conversion in whole of the PBL Convertible Note; and

  v.  526,348 Common Shares issuable in connection with accrued interest under the PBL Convertible Note.

This represented approximately 17.48% of the issued and outstanding Common Shares on a partially diluted basis (assuming the Warrants and PBL Convertible Note are exercised in full).

Upon completion of the Investment and repayment of the PBL Convertible Note plus accrued interest, the Pallinghurst Entities were deemed to have beneficial ownership, directly or indirectly, of an aggregate of 24,567,361 Common Shares consisting of:

  i.  5,618,907 Common Shares owned by PGL;

  ii.  5,922,106 Common Shares owned by PGIL directly;

  iii.  6,776,348 Common Shares owned by PBL; and

  iv.  6,250,000 Warrants owned by PBL and exercisable into Common Shares.

This represents approximately 20.70% of the issued and outstanding Common Shares on a partially diluted basis (assuming the Warrants are exercised in full) after giving effect to the concurrent issuance of 13,552,695 Common Shares to Mitsui & Co., Ltd. In connection with the completion of the Investment, PBL and the Issuer have also entered into a registration rights agreement.

In accordance with applicable securities laws and subject to the terms of the second amended and restated investment agreement entered into between the Pallinghurst Entities and the Issuer on November 8, 2022, the Pallinghurst Entities may, from time to time and at any time, acquire additional shares and/or other equity, debt or other securities or instruments (collectively, "Securities") of the Issuer in the open market or otherwise, and reserves the right to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of the Issuer and other relevant factors.

For further information and to obtain a copy of the early warning report filed under applicable Canadian provincial securities legislation in connection with these transactions, please go to the Issuer's profile on SEDAR+ (www.sedarplus.ca) or contact Andrew Willis at [phone]. PGIL and PBL have their registered offices at 2nd Floor, 23-25 Le Pollet, St Peter Port, Guernsey, GY1 1WQ.

SOURCE Pallinghurst Bond Limited (PBL)