To the shareholders of Nouveau Monde Graphite Inc.:

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “Meeting”) of shareholders of NouveauMonde Graphite Inc. (the “Corporation”) will be held at 995 Wellington Street, Suite 240, Montreal, QC H3C 1V3, on Thursday, August 27, 2020 at 10 a.m. (Eastern Time). In order to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders arising from the ongoing public health concerns related to the coronavirus pandemic (“COVID-19”), and to comply with health and safety measures imposed by the federal and provincial governments, we are inviting shareholders to attend the meeting via visioconference. Participants are asked to register in advance of the Meeting and in any event prior to 10 a.m. on August 27, 2020. Participants will first need to register their email address to a Zoom account at: https://zoom.us/signup. Participants will then receive an activation email at the email address they registered. Participants must activate their account to register to the conference. Note that participants with a Zoom account do not need to register their email. Participants with a Zoom account can then attend the conference using the following URL: https://zoom.us/webinar/register/WN_WxIfYDI-Rh-kz9BUTAtbyA. Participants will be asked to enter their name, country and email address and will then receive the URL for the Meeting. A confirmation email with the URL and a phone number to join the Meeting will be sent to the participant’s registered email address. Shareholders will have an equal opportunity to participate at the meeting through this method regardless of their geographic location. Due to the risks associated with the COVID-19, we strongly urge shareholders not to attend the meeting in person, particularly if they are experiencing any of the COVID-19 symptoms identified by public health officials. We will also take additional precautionary measures in relation to the physical meeting to ensure the safety of all attendees, limiting access to essential personnel, registered shareholders and proxyholders entitled to attend and vote at the Meeting. As always, we encourage shareholders to vote their shares prior to the meeting. The Meeting is being held for the following purposes:

1. to receive the annual financial statements of the Corporation for the fiscal year ended December 31, 2019 and the independent auditor’s report thereon;
2. to elect the following directors to serve for the ensuing year: Yannick Beaulieu, Daniel Buron, Eric Desaulniers, Arne H. Frandsen, Nathalie Jodoin, Marc Prud’homme, Pierre Renaud, and Christopher Shepherd;
3. to appoint PricewaterhouseCoopers LLP as the external auditor of the Corporation and to authorize the directors to set the auditor’s compensation;
4. to consider and, if deemed advisable, adopt a resolution (which is set out is Schedule “A” of the enclosed management proxy circular (the “Circular”) concerning the renewal of the stock option plan of the Corporation, the whole as described in the Circular;
5. to consider and, if deemed advisable, to adopt a resolution (which is set out in Schedule “C” of the Circular) to approve the creation of a new control person of the Corporation, being Pallinghurst Graphite Limited (“Pallinghurst”), as more particularly described in the Circular;
6. to consider and, if deemed advisable, adopt a resolution (which is set out in Schedule “C” of the Circular) authorizing, among other things, the Corporation to issue to Pallinghurst a secured convertible bond in the principal amount of $15.0 million, as more particularly described in the Circular (the “Bond Transaction”);
7. to consider and, if deemed advisable, adopt a resolution (which is set out in Schedule “C” of the Circular) authorizing, among other things, the Corporation to sell to Pallinghurst a 3.0% net smelter return royalty on the Matawinie graphite mining project, as more particularly described in the Circular (the “Royalty Transaction” and together with the Bond Transaction, the “Financing Transactions”); and
8. to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

Management proxy circular and proxy form for the Meeting are attached to this notice.