Nouveau Monde Graphite Inc.

FORWARD-LOOKING STATEMENTS

This Circular contains “forward-looking information” and “forward-looking statements” within the meaning of Canadian and United States securities laws (collectively, “forward-looking statements”), which relate to future events or future performance, and are based on management’s assumptions, expectations, estimates and projections as at the date of this Circular. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to it. In some cases, forward-looking statements can be identified by words such as “may”, “would”, “could”, “will”, “should”, “expect”, “intend”, “aim”, “attempt”, “anticipate”, “believe”, “study”, “target”, “estimate”, “forecast”, “predict”, “outlook”, “mission”, “aspire”, “plan”, “schedule”, “potential”, “progress” or the negative of these terms or other similar expressions concerning matters that are not historical facts. Forward- looking statements contained in this Circular may include, but are not limited to, statements and comments with respect to (i) the reasons of the board of directors of the Corporation for determining that the Private Placements are in the best interests of NMG, approving the Private Placements and recommending that Shareholders approve each of the resolutions to be considered at the Meeting, (ii) the expected benefits from the completion of the Private Placements and in connection with the Warrant Amendments (as defined below), (iii) the use of proceeds of the Private Placements, (iv) the anticipated timing and various steps to be completed in connection with the Private Placements, including receipt of Shareholder approvals and final TSX (as defined below) approval in connection therewith, (v) the anticipated timing of closing of the Private Placements, (vi) the ability of the Corporation to successfully execute definitive agreements with respect to the Facilities (as defined below), on the terms and conditions described herein and/or set forth in the commitment letter (including the amount of the Facilities) or at all, the completion of due diligence by Export Development Canada and Canada Infrastructure Bank, the ability of the Corporation to meet the Facilities’ conditions precedent and/or customary closing conditions, (vii) in respect of the Potential Additional Issuances (as defined below), receipt of Shareholder approval, receipt of TSX approval and any exercise of Warrants by CGF and/or IQ or conversion of the IQ Convertible Note, (viii) the satisfaction of closing conditions with respect to the Public Offering (as defined below) and of the release conditions in respect of the subscription receipts to be issued pursuant to the Public Offering; (ix) the intended construction and commissioning timeline of the Matawinie Mine Project (as defined below) and the Bécancour Battery Material Plants Project (as defined below), (x) the intended development of the Matawinie Mine (as defined below), (xi) the intended development of the First-Stage Bécancour Battery Material Plant (as defined below), (xii) the intended development of the Second-Stage Bécancour Battery Material Plant (as defined below), (xiii) the intended execution strategy of the Corporation’s projected development of the Matawinie Mine Project and the First-Stage Bécancour Battery Material Plants Project, (xiv) the economic performance and product development efforts of the Corporation, as well as the Corporation’s expected achievement of milestones, (xv) receipt of any regulatory approvals and permits in respect of any of the Corporation’s initiatives, (xvi) the Corporation’s relationship with its stakeholders, including First Nations, communities, suppliers, contractors and employees, (xvii) the positive impact of the foregoing on project economics and shareholder value, (xviii) the intended production of eco-friendly advanced materials, (xix) trends in legislation, consumer preferences, industry standards, markets and technology, (xx) the intended results of the initiatives described in this Circular and (xxi) those statements which are discussed in this Circular which essentially describe the Corporation’s outlook and objectives. Such forward-looking statements are not guarantees of future performance.

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Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Corporation as of the time of such statements, are inherently subject to significant business, economic, competitive and other uncertainties, risks and contingencies. These estimates and assumptions may prove to be incorrect. Moreover, these forward-looking statements were based upon various underlying factors and assumptions, including: (i) that the Private Placements will be completed on the terms, and with the timing, currently contemplated, (ii) that all conditions to the completion of the Private Placements, including Shareholder approvals and final TSX approval, will be satisfied or waived, (iii) that Shareholder approval will be obtained for the Warrant Amendments, (iv) the ability of the Corporation to complete the Public Offering on the terms described herein or at all, (v) the ability of the Corporation to successfully execute definitive agreements with respect to the Facilities, on the terms and conditions set forth herein and/or in the commitment letter (including the amount of the Facilities, or at all, the completion of due diligence by Export Development Canada and Canada Infrastructure Bank and the ability of the Corporation to meet the Facilities’ conditions precedent and/or closing conditions, (vi) current technological trends, (vii) the business relationship between the Corporation and its stakeholders, (viii) the ability to operate in a safe and effective manner, (ix) the timely delivery and installation at estimated prices of the equipment supporting the production, (x) assumed sale prices for graphite concentrate, (xi) the accuracy of any mineral resource estimates, (xii) future currency exchange rates and interest rates, (xii) political and regulatory stability, (xiii) prices of commodity and production costs, (xiv) the receipt of governmental, regulatory and third party approvals, licenses and permits on favorable terms, (xv) sustained labor stability, (xvi) stability in financial and capital markets, (xvii) availability of equipment and critical supplies, spare parts and consumables, (xviii) various tax assumptions, (xix) capital expenditure and operating expense estimates, (xx) all economic and operational projections relating to the Matawinie Mine Project and the Bécancour Battery Material Plants Project, (xxi) local infrastructures, (xxii) the Corporation’s business prospects and opportunities and (xxiii) estimates of the operational performance of the equipment.

Forward-looking statements are subject to known or unknown risks and uncertainties that may cause actual results to differ materially from those anticipated or implied in the forward-looking statements. Risk factors that could cause actual results or events to differ materially from current expectations include, among others, (i) that the Corporation may fail to obtain required Shareholder approvals or final TSX approval or to otherwise satisfy the conditions to the completion of the Private Placements, or fail to obtain such approvals or satisfy such conditions in a timely manner, (ii) that the Corporation may fail to obtain the required Shareholder approvals or TSX approval in respect of the Warrant Amendments, (iii) that the Corporation may fail to satisfy all closing conditions to the Public Offering and the release conditions in respect of the subscription receipts to be issued pursuant to the Public Offering, (iv) the failure to enter into definitive agreements with respect to the Facilities, on the terms and conditions set forth herein and/or in the commitment letter (including the amount of the Facilities) or at all, the completion of due diligence by Export Development Canada and Canada Infrastructure Bank, the failure of the Corporation to meet the Facilities’ conditions precedent and/or customary closing conditions and the expected impacts of the Facilities on the Corporation’s operational and financial situation, (v) delays in the scheduled delivery times of the equipment, (vi) the ability of the Corporation to successfully implement its strategic initiatives and whether such strategic initiatives will yield the expected benefits, (vii) the availability of financing or financing on favorable terms for the Corporation, (viii) the dependence on commodity prices, (ix) the impact of inflation on costs, (x) the risks of obtaining the necessary permits, (xi) the operating performance of the Corporation’s assets and businesses, (xii) competitive factors in the graphite mining and production industry, (xiii) changes in laws and regulations affecting the Corporation’s businesses, including the changes in China’s policy regarding restrictions on Chinese graphite materials exportations, (ix) political and social acceptability risk, (x) environmental regulation risk, (xi) currency and exchange rate risk, (xii) technological developments, and (xiii) general economic conditions, as well as earnings, capital expenditure, cash flow and capital structure risks and general business risks. A further description of risks and uncertainties can be found in this Circular and in NMG’s Annual Information Form dated March 25, 2026, including in the section thereof captioned “Risk Factors”, which is available on SEDAR+ atwww.sedarplus.ca and on EDGAR atwww.sec.gov. Unpredictable or unknown factors not discussed in this cautionary note could also have material adverse effects on forward-looking statements.

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Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.