We are proud to have advised our client, Nouveau Monde Graphite Inc. (“NMG”) on an important milestone in its development. NMG is a Québec-based integrated company developing responsible mining operations and advanced processing technologies to supply the global economy with graphite concentrate and carbon-neutral active anode material.
Our team acted as lead legal counsel in the connection with the structuring and completion of an equity financing structure totaling approximately US $309.5 million, thereby confirming the definitive investment decision for Phase 2 of the Matawinie Mine, located in Saint-Michel-des-Saints.
The equity financing structure consisted of a private placement of common shares under subscription agreements with strategic investors for approximately US $213.16 million, and a public offering of subscription receipts by way of a prospectus supplement for approximately US $96.5 million. As part of the public offering, NMG filed a prospectus supplement in all Canadian provinces (excluding the territories) to NMG’s short form base shelf prospectus, and in the United States, through a registration statement on Form F-10, in accordance with the multijurisdictional disclosure system.
Each subscription receipt represented the right to receive, without payment of additional consideration or further action by the holders, one common share of NMG upon the satisfaction of certain release conditions, including the completion of the private placement, which was notably conditional upon the receipt of certain shareholder approvals at NMG’s annual and special meeting of shareholders held on May 13, 2026. The subscription receipts were listed on the Toronto Stock Exchange in U.S. dollars, a first in Canada. On June 15, following receipt of the required shareholder approvals and the satisfaction of the other closing conditions, the private placement closed. NMG then promptly delivered a release notice for the escrowed funds to the subscription receipt agent, thereby triggering the exchange process of the subscription receipts for NMG common shares.
We would like to congratulate Ms. Josée Gagnon on her recent appointment as Chief Legal Officer, and Ms. Martine Paradis on her appointment as Chief Sustainability and Culture Officer at NMG. Stein Monast sincerely thanks NMG for its renewed trust in connection with the structuring of this complex financing structure
We commend the dedication and professionalism of Pierre-Olivier Plante, Odette St-Laurent, Frédéric Marchand, Lyes Arfa, Laurence Cardinal, William J. Lawless, Victor Taillefer and Chantal Savard for their contribution to this major transaction, which contributes to the development of a strategic value chain for Québec and Canada in the critical minerals sector.