Nouveau Monde Graphite Inc. ('NMG' or the 'Company') ( NYSE: NMG , TSX.V: NOU ) has entered into an asset purchase agreement with Mason Resources Inc. ( 'Mason') ( TSX.V: LLG , OTCQX: MGPHF ) targeting the entire Lac Gueret property, targeted for the development of the Uatnan mining project .

The transaction solidifies the Company's long-term vision of being a dominant player in providing carbon neutral anode material to the Western market. NMG's active commercial discussions with leading battery and electric vehicle ('EV') manufacturers, including Panasonic Energy Co., Ltd. ('Panasonic Energy'), a wholly-owned subsidiary of Panasonic Holdings Corporation ('Panasonic') ( TYO:6752 ), confirm the strong demand for graphite projected by battery materials analysts. This acquisition of another major asset in Quebec, Canada, strengthens NMG's fully vertically integrated production model in North America, recognized by Benchmark Mineral Intelligence as following the highest industry standards for ESG .

Arne H Frandsen, Chairman of the Board of Directors of NMG, said:

'With this very large deposit of high quality natural graphite, the acquisition of the Lac Gueret deposit represents an important strategic step for NMG. The addition of a world-class asset to NMG's resource portfolio strengthens the Company's growth prospects and commercial appeal. It also places us in a unique position in the global battery materials market. Our management and strong technical team look forward to continuing the astute development of the Lac Gueret asset, in perfect synchronization with NMG's current execution plans. We also warmly welcome Mason as a shareholder of NMG as we build a pioneering - and perhaps largest - integrated production of natural graphite! - from the Western world. '

Eric Desaulniers, Founder, President and CEO of NMG, added:

'In light of commercial discussions for our Phase 2 targeting production from the Matawinie mine and Becancour battery materials plant, we are confident in the current and future demand for ethically sourced graphite anode material and ecological. NMG is poised to respond to sustained market growth with a robust expansion plan now secured through the Uatnan mining project. Uitshi- atussemitutau - NMG aspires to work in collaboration with the Innu First Nation of Pessamit - is our vision for the development of this project. We are committed to intimately involving the First Nation and actively collaborating with the community and stakeholders in the region to ensure responsible and sustainable development. '

Asset Acquisition Agreement

NMG has agreed to acquire Mason's entire Gueret Lake property, consisting of, among other things, 74 map-designated claims covering 3,999.52 hectares. The consideration for the acquisition of the Lac Gueret property is payable in 6,208,210 common shares of NMG, representing 9.25% of the pro forma issued and outstanding shares of NMG, to be issued to Mason upon closing of the transaction. A subsequent payment of $5,000,000 will be made to Mason upon commencement of commercial production of the proposed Uatnan mining project. 3,104,105 of the ordinary shares of NMG to be issued in this transaction will be subject to a 12-month lock-up period and the remaining 3,104,105 ordinary shares of NMG will be subject to an 18-month lock-up period. NMG shares will also be subject to a four-month hold period in accordance with Canadian securities laws.

Closing of the transaction is expected to occur on or before January 31, 2024 and is subject to certain standard conditions, including receipt of final approval from the TSX Venture Exchange.

The Asset Acquisition Agreement terminates and replaces the previously announced Option and Joint Venture Agreement and Investment Agreement between NMG and Mason .

Planned development of the Uatnan mining project

In 2023, NMG published a Preliminary Economic Assessment ('PEA') compliant with National Instrument 43-101 Mining Project Disclosure for the Uatnan Mining Project . The PEA, carried out by engineering firms BBA Inc. and GoldMinds Geoservices Inc., demonstrated strong economic value for NMG's operational parameters and updated production volumes, targeting the production of approximately 500,000 tonnes of concentrate of graphite per year over a life of mine ('LOM') of 24 years.

Business Foundations

By acquiring the Lac Gueret property, NMG aims to secure its access to the asset in order to meet the growing demand for local natural graphite, as well as to support the planned expansion of its phase 3 to supply the western market.

Driven by market growth for electric vehicles, energy storage systems and other clean technology applications, demand for graphite for lithium-ion batteries is expected to reach more than 10 million tonnes per year by 2030, an increase of 537%, according to Benchmark Mineral Intelligence's most recent market assessment (December 2023).

By the end of 2023, China and the United States refined their respective trade instruments targeting graphite materials. China now has restrictions on exports of Chinese graphite materials. The U.S. government, meanwhile, has indicated that battery materials from China and other foreign entities of concern will not qualify for electric vehicle tax credits under the U.S. Inflation Reduction Act ( Inflation Reduction Act ). These recent policy developments serve as a reminder of the importance of establishing a local, resilient, and ESG-compliant graphite supply chain to support battery and electric vehicle production.

With a strategy of full integration of ore into anode material and proven results in terms of sustainable development, NMG is on track to become the largest producer of natural graphite in North America.

About Nouveau Monde Graphite

NMG is working to position itself as a key contributor to the energy revolution. The Company is working to develop a fully integrated source of environmentally friendly battery anode materials in Quebec, Canada, for the growing fuel cell and lithium-ion battery markets. With enviable ESG standards, NMG aspires to become a strategic supplier to the world's leading battery and vehicle manufacturers by offering high-performance and reliable advanced materials while promoting sustainability and supply chain traceability. www.NMG.com

About Mason Resources

Mason Resources Inc. is a Canadian company focused on finding investment opportunities. Mason is the principal shareholder of Black Swan Graphene Inc. ('Black Swan') (TSX.V: SWAN) (OTCQB: BSWGF), which is engaged in the large-scale production of patented high-performance graphene products and low-cost products for several industrial sectors, including concrete and polymers, which are expected to require large volumes of graphene and, therefore, large volumes of graphite. Black Swan aims to leverage Quebec's emerging graphite industry to establish an integrated supply chain. In 2023, Black Swan, Nationwide Engineering Research & Development Ltd. and Arup Group Ltd. announce strategic partnerships and, in 2024, Black Swan announces commercial agreement with Hubron International Ltd. Black Swan's graphene processing technology was developed over the course of a decade by Thomas Swan & Co. Ltd, a UK-based global chemical manufacturer with a century of experience. For more information: www.masonresourcesinc.com and www.blackswangraphene.com .

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Caution

All statements, other than historical facts, contained in this press release, including, but not limited to, statements describing the completion of the transaction, the results of the PEA, legislative trends, the preferences of the consuming public and industry standards, the performance of NMG with respect to the initiatives described in this press release, the nature of relationships with stakeholders such as the local community, including the Premier Innu Nation of Pessamit, future demand for batteries and graphite, expected production of carbon neutral anode material, Mineral Resource estimates (including assumptions and estimates used to prepare Mineral Resource estimates), business outlook and general operational aspects of the Company, the Company's future growth and business prospects, the Company's ESG commitments, initiatives and objectives, the Company's objective to become the largest producer of natural graphite in North America, as well as that statements in the paragraph 'About Nouveau Monde Graphite' and elsewhere in the press release which essentially describe the prospects and objectives of the Company, constitute 'forward-looking information' or 'forward-looking statements' (collectively, 'forward-looking statements') within the meaning of certain Canadian and United States securities laws, and are based on expectations, estimates and projections at the time of this press release. Forward-looking statements are necessarily based on a number of estimates and assumptions which, although considered reasonable by the Company at the time such statements were made, are subject to significant operational uncertainties and contingencies, economical and competitive. These estimates and assumptions may prove to be inaccurate. Furthermore, these forward-looking statements are based on various underlying factors and assumptions, including current technological trends, the business relationships between the Company and its stakeholders, the ability to operate safely and efficiently, delivery and timely installation and estimated prices of equipment supporting production, assumed sales prices of graphite concentrate, accuracy of Mineral Resource estimates, future exchange rates and interest rates, stability policy and regulatory, commodity prices and production costs, obtaining governmental, regulatory and third-party approvals, licenses and permits on favorable terms, workforce stability, stability of financial and capital markets, availability of essential equipment and supplies, spare parts and consumables,

Forward-looking statements are subject to known and unknown risks and uncertainties that could 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, but are not limited to, delays in expected equipment delivery dates, the Company's ability to implement its strategic initiatives and whether these strategic initiatives will yield the expected results, the availability of financing or financing on favorable terms for the Company, the dependence on commodity prices, the impact of inflation on costs, the risks of obtaining necessary permits, operational performance of the Company's assets and activities, competitive factors in the graphite mining and production sector, changes to laws and regulations impacting the Company's activities the Company, including changes to China's policy regarding restrictions on exports of Chinese graphite materials, political and social acceptability risk, environmental regulatory risk, currency and rate risk exchange rates, technological developments, the impact of the COVID-19 pandemic and the measures put in place by governments in response to this pandemic, and general economic conditions as well as risks relating to profits, investment, cash flows and capital structure and general business risks. A more detailed description of risks and uncertainties is contained in NMG's Annual Information Form dated March 23, 2023, including in the section entitled 'Risk Factors', which is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov . Other unpredictable or unknown factors not discussed in this cautionary statement could also have a material adverse effect on forward-looking statements.

Many of these uncertainties and contingencies may directly or indirectly affect or cause actual results or performance to differ materially from those stated or implied in the 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 presented for the purpose of providing information about management's current expectations and plans for the future. The Company undertakes no obligation to update or revise these forward-looking statements, or to explain any material differences between subsequent actual events and these forward-looking statements, except as required by applicable securities laws.

The market and industry data contained in this press release is based on information from independent industry publications, market research, analyst reports and surveys, and other publicly available sources. Although the Company believes these sources to be generally reliable, market and industry data are subject to interpretation and cannot be verified with complete certainty due to limitations in the availability and reliability of raw data, the voluntary nature of the data collection process and other limitations and uncertainties inherent in any survey. The Company has not independently verified the data from third party sources referred to in this press release and, therefore, the accuracy and completeness of such data is not guaranteed.

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