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Condensed consolidated interim unaudited financial statements

For the three and six-month periods ended June 30, 2026 and 2025

(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

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APPROVED BY THE BOARD OF DIRECTORS

/s/ Eric Desaulniers – “Director”

/s/ Paola Farnesi – “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 (income) and comprehensive loss (income)

(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)

CONSOLIDATED STATEMENTS OF LOSS (INCOME) AND COMPREHENSIVE LOSS (INCOME)

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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

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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

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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

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 carbon-neutral advanced graphite materials.

The Company’s shares are listed under the symbol NOU on the Toronto Stock Exchange (“TSX”) and NMG on the New York Stock Exchange (“NYSE”). The Company’s registered office is located at 481 Brassard Street, Saint-Michel-des-Saints, Québec, Canada, J0K 3B0.

The Company’s consolidated financial statements have been prepared using International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”) (“IFRS Accounting Standards”) 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 six-month period ended June 30, 2026, the Company reported a net income after tax of $5.0 million and cash outflows from operating activities of $20.8 million and had an accumulated deficit of $394.1 million as of June 30, 2026. The Company has yet to generate positive cash flows.

On May 15, 2026, the Company completed a private placement with Canada Growth Fund Inc. (“CGF”), the Government of Québec through Investissement Québec (“IQ”), and ENI S.p.A. (“ENI”), for aggregate gross proceeds of $294.6M (US$213.2M) (the “Private Placement”). In addition, aggregate gross proceeds of $132.3M (US$96.5M) from the Company’s subscription receipts issued on April 16, 2026 were released upon satisfaction of the applicable escrow release conditions. These transactions formed part of an aggregate equity financing package of $426.9M (US$309.7M), which enabled the Company to reach a final investment decision (“FID”) for the Phase-2 Matawinie Mine.

In addition, the Company has secured a fully committed senior project debt commitment letter of US$335 million with Export Development Canada (“EDC”) and Canada Infrastructure Bank (“CIB”), subject to certain conditions precedent, with closing expected in the third quarter of 2026. Together, the equity and debt financings constitute the Company’s Matawinie Mine financing package.

As long as the Company closes the senior project debt and meets the draw down conditions, the Company anticipates that the proceeds from its financing package will be sufficient to fund its capital requirements up to the start of commercial production of the Matawinie Mine. In the event that the financing package is insufficient to complete the construction and the commissioning of the mine, the Company will be required to obtain additional financing. Following the achievement of commercial production, the Company expects to generate sufficient cash flows from its mining operations to meet its capital commitments and obligations and to fund its planned expenditures for the Project.

In parallel, the Company is advancing project financing activities for the Phase-2 Bécancour Battery Material Plant. The development of this project is subject to the Company securing additional financing, which has not yet been obtained. Although management believes that an FID for the Bécancour Battery Material Plant will be achieved, there can be no assurance that the Company will be able to do so or that such financing will be available to the Company on acceptable terms, or at all.

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The Company’s condensed consolidated interim financial statements have been prepared in accordance with IFRS Accounting Standards 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, 2025. 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, 2025, which have been prepared in accordance with IFRS Accounting Standards.

The condensed consolidated interim financial statements for the three and six-month periods ended June 30, 2026 (including comparative statements) were approved and authorized for publication by the Board of Directors on August 12, 2026.

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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)

Basis of consolidation

The Company’s consolidated financial statements consolidate those of the parent company and its subsidiaries. The parent company controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary, and could affect those returns through its power over the subsidiary.

All transactions and balances between group companies are eliminated upon consolidation, accounting policies of subsidiaries are consistent with the policies adopted by the Company.

Subsidiaries

On June 20, 2025, NMG Bécancour Inc. and NMG Matawinie Inc. were incorporated.

Information on the Company’s subsidiaries as at June 30, 2026, all of which are wholly-owned, are as follows:

Deferred Financing Fees

Deferred Financing Fees paid to obtain a financing are recognised as transaction costs when it is likely that some or all of the debt, to which the fees are related, will be drawn. Transaction costs are deferred until the facility is arranged and drawdown occurs, at which time the deferred financing fees will be offset against the proceeds of the credit facility. If it becomes likely that the credit facility will not be completed, the deferred financing fees will be expensed.

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. For qualifying financial liabilities settled throught an electronic cash transfer system, the Company has elected to derecognize the liability when an irrevocable payment instruction is submitted to payment system. The adoption of these amendments did not have a material impact on the Company's condensed interim consolidated financial statements.

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 2025 consolidated audited annual financial statement. Actual results may differ significantly.

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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)

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[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.

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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 amount of borrowing costs included in Mine under construction for the three and six-month periods ended June 30, 2026 is $382 and $764, respectively ($561 and $1,122 for the three and six-month periods ended June 30, 2025). 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 six-month periods ended June 30, 2026.

Included in additions to Mine under Construction are capitalized depreciation charges of $17 and $17 for the three and six months periods ended June 30, 2026, respectively (2025 – nil), relating to assets currently in service that support the development and construction activities of the Matawinie Mine Project.

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.

As at June 30, 2026, tax credits receivable totaled $15,531, including $13,711 classified as non-current assets (December 31, 2025: $9,374, including $7,514 classified as non-current assets). The increase mainly relates to investment tax credits of $3,117 generated on eligible expenditures incurred during the period for the Matawinie Mine Project, which are recognized as a reduction of the carrying amount of the Mine under Construction asset category within property, plant and equipment. The increase was also driven by $2,954 of tax credits related to the Scientific Research and Experimental Development ("SR&ED") tax incentive program, reflecting enhanced incentives introduced under both the Canadian and Québec SR&ED programs.

In connection with the committed senior project debt facilities with EDC and the CIB described in Note 1, the Corporation has a balance of deferred financing costs of $5,301 recorded as Deferred Financing Costs as of June 30, 2026. These costs of which $1,823 were paid in cash are directly attributable to the debt transaction that otherwise would have been avoided and will be offset against the proceeds when the Corporation draws down the funds.

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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 (“IQ”). 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%.

Subsequently and effective January 1, 2023, the Notes contracts were amended by:

The Notes include the following material conversion and settlement options available to the holders and the Company:

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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 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.

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Convertible Notes – Amendment dated October 27, 2025:

On October 27, 2025, the Company reached an agreement with Investissement Québec to extend the maturity date of their Convertible Note from November 8, 2025 to November 8, 2026. In consideration for the extension, the terms of the Notes were amended as follows:

Because the amendment occurred shortly before the original maturity date of November 8, 2025 and represented a renegotiation of the terms, the transaction was accounted for as an extinguishment of the original liability and the issuance of a new financial liability in accordance with IFRS 9. No additional costs were incurred in connection with the amendment.

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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)

For the three and six-month periods ended June 30, 2026, the interest coupon totalled an aggregate amount of $467 (US$337) and $923 (US$670), respectively ($405 (US$293)  and $821 (US$583)) for the three and six-month periods ended June 30, 2025). For the second quarter of 2026, the Company elected to pay the interest coupon with 227,924 common shares at a price of US$1.48 which will be issued at maturity or at conversion of IQ’s Note. 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.

^{[1]Holding all other variables constant.}​

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Private placement with GM and Panasonic:

On February 28, 2024, the Company completed a private placement with General Motors holdings LLC (“GM”) and Panasonic Holdings Corporation (“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.

In October 2025, GM provided the Company with a termination notice indicating that, effective November 30, 2025, it was terminating both the Subscription Agreement and the Supply Agreement. The termination resulted in the derecognition of GM’s derivative warrant liability and a gain of $16,151 (US$11,554) recognized in the consolidated statement of loss related to the settlement of the derivative warrant liability.

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In April 2026, the Company entered into an amendment agreement with Panasonic in respect of its warrants. Under the amended terms, the warrants are exercisable upon the final investment decision (“FID”) for the 13ktpy Bécancour Battery Material Plant (“Bécancour FID”) project, rather than upon an affirmative FID, which could previously have been interpreted as either the Matawinie Mine FID or the Bécancour FID.

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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:

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.

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.

In April 2026, the Company entered into an amendment agreement with Mitsui in respect of its warrants. Under the amended terms, the warrants are exercisable upon the final investment decision (“FID”) for Bécancour FID, rather than upon an affirmative FID, which could previously have been interpreted as either the Matawinie Mine FID or the Bécancour FID.

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Private placement with IQ and CGF:

On December 20, 2024, the Company completed a private placement, with Canada Growth Fund (“CGF”) and IQ. Each party subscribed for 19,841,269 Common Shares and 19,841,269 Warrants. The 39,682,538 Common Shares and Warrants were issued for aggregate gross proceeds of $71.2 million (US$50 million).

The Warrants are exercisable in connection with the final investment decision (“FID”) or at the latest on December 20, 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.

In May 2026, the Company amended the warrant certificates issued to CGF and IQ, to extend their expiry date from December 20, 2029 to December 20, 2030. The amended and restated warrant certificates became effective on May 28, 2026.

Upon closing of the private placement on May 15, 2026, acceleration notices were issued in respect of the CGF Warrants and IQ Warrants. Following the issuance of these notices, the IQ Warrants became exercisable after 30 days, while the CGF Warrants will become exercisable after 90 days, in accordance with the terms of the respective agreements.

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

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