Exhibit
4.11


 


 




     


     


    

 


 


	TABLE OF
    CONTENTS	 
	 	 
	PREAMBLE	1
	Period covered	1
	Cautionary statement regarding
    forward looking information	1
	 	 
	THE COMPANY	2
	Corporate structure	2
	Value proposition	3
	 	 
	RESPONSIBILITIES	3
	Human capital	3
	Environment	4
	Societal	4
	 	 
	BUSINESS LINES	5
	Matawinie project	5
	Value-added products	7
	 	 
	COMMERCIAL STRATEGY	9
	Sales	9
	Partnerships, research and development	9
	Market update	10
	 	 
	ADMINISTRATION AND GOVERNANCE	10
	Leadership	11
	Risks	11
	 	 
	ANNUAL FINANCIAL INFORMATION	12
	Selected annual information	12
	Exploration and evaluation expenses	12
	Value added products expenses	13
	Operating results	13
	Quarterly results	14
	Fourth quarter results	14
	 	 
	LIQUIDITY AND FUNDING	15
	Operating activities	16
	Investing activities	16
	Financing activities	16
	 	 
	ADDITIONAL INFORMATION	16
	Related party transactions	16
	Off-balance sheet transactions	17
	Critical accounting estimates,
    new accounting policies, judgements and assumptions	17
	Change in accounting policy	17
	Financial instruments and risk
    management	17
	Contractual obligations and commitments	18
	Capital structure	18
	Subsequent events to December
    31, 2020	18
	Continuous disclosure	18




    
	Management Discussion and Analysis	 i




     


    

 


 


PREAMBLE 


 


This
Management Discussion and Analysis (“MD&A”) dated April 6, 2021 has been prepared according to Regulation 51-102
of the continuous disclosure requirements and approved by the Board of Directors of Nouveau Monde Graphite Inc. (“the Company”
or “Nouveau Monde”).


 


This
MD&A should be read in conjunction with the Company’s audited financial statements for the years ended December 31,
2020 and 2019 and related notes included therein. The Company’s consolidated financial statements have been prepared in
compliance with the International Financial Reporting Standards (“IFRS”). All monetary amounts included in this MD&A
are expressed in thousands of Canadian dollars (“CAD”), the Company’s reporting and functional currency, unless
otherwise noted.


 


PERIOD
COVERED


 


This
MD&A report is for the year ended December 31, 2020, with additional information up to April 6, 2021.


 


CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING INFORMATION


 


All
statements, other than statements of historical fact, contained in this MD&A including, but not limited to, those relating
to (i) management’s belief that the Company has sufficient funds to meet its obligations and planned expenditures for the
ensuing twelve months as they fall due, (ii) the Company’s ability to secure additional financing in the future to complete
the construction and commissioning of its projects and meet its financial needs, (iii) the “Value Proposition” paragraph
which essentially describes the Company’s outlook and objectives, (iv) the development plans and timeline for the projects
and specialty products, (v) the results and operational highlights of the feasibility study covering the West Zone deposit of
the Tony Claim Block, (vi) the updated pit constrained Mineral Resource Estimate, (vii) the project timeline, (viii) the electrification
strategy and its intended results, (ix) the benefits of the ALD technologies, (x) the capacity and output of the projected manufacturing
plant of anode material and the Bécancour VAP project, (xi) the completion of the FEL-2, (xii) graphite demand growth and
trends, (xiii) the expected unfolding of construction and commissioning as well as the anticipated start of production at the
Company’s Matawinie and Bécancour projects and (xiii) any information as to the future plans and outlook for the
Company, constitute ’‘forward-looking information’’ or ’‘forward-looking statements’’ within the meaning of certain securities
laws, and are based on expectations, estimates and projections as of the time of this MD&A. Forward-looking statements are
necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the time of
such statements, are inherently subject to significant business, economic and competitive uncertainties 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 the timely delivery and installation of the equipment supporting the production, the Company’s
business prospects and opportunities and estimates of the operational performance of the equipment, and are not guarantees of
future performance.


 


The
words “anticipates”, ’‘plans’’, ’‘expects’’, “indicate”, “intend”, ’’scheduled’’, ’‘estimates’’,
 ’‘forecasts”, “guidance”, “initiative”, “outlook”, “potential”, “projected”,
 “pursue”, “strategy”, “study”, “targets”, or ’‘believes’’, or variations of or similar
such words and phrases or statements that certain actions, events or results ’‘may’’, ’‘could’’, ’‘would’’, or ’’should’’, ’‘might’’,
or “way forward”, ’‘will be taken’’, ’‘will occur’’ or ’‘will be achieved’’ and similar expressions identify forward-looking
statements.


 


Forward-looking
information and 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 information and statements. Risk factors that could cause actual results
or events to differ materially from current expectations include, among others, delays in the scheduled delivery times of the
equipment, the ability of the Company to successfully implement its strategic initiatives and whether such strategic initiatives
will yield the expected benefits, the availability of financing or financing on favourable terms for the Company, the dependence
on commodity prices, the impact of inflation on costs, the risks of obtaining the necessary permits, the operating performance
of the Company’s assets and businesses, competitive factors in the graphite mining and production industry, changes in laws
and regulations affecting the Company’s businesses, political and social acceptability risk, environmental regulation risk,
currency and exchange rate risk, technological developments, the impacts of the global COVID-19 pandemic and the governments’
responses thereto, and general economic conditions, as well as earnings, capital expenditure, cash flow and capital structure
risks and general business risks. Unpredictable or unknown factors not discussed in this Cautionary Statement could also have
material adverse effects on forward-looking statements. 




    
	Management Discussion and Analysis	 1




     


    

 


 


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. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors
and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations,
estimates, assumptions and intentions expressed in such forward-looking statements. Such risk factors are more particularly set
out hereinafter, under the section titled “Risks” of this MD&A. The Company 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.


 


THE
COMPANY


 


CORPORATE
STRUCTURE


 


The
Company was established on December 31, 2012, under the Canada Business Corporations Act. Nouveau Monde’s registered office
is located at 331 Brassard Street, Saint-Michel-des-Saints, Québec, Canada, JOK 3B0.


 


The
Company’s shares are listed under the symbol NOU on the TSX Venture Exchange, NMGRF on the OTCQX Market and NM9 on the Frankfurt
Stock Exchange.


 


As
at December 31, 2020, the Company had a negative working capital of $171, had an accumulated deficit of $77,000, and had incurred
a loss of $17,978 for the year then ended. Working capital included current tax credits receivable of $3,958 and cash of $4,520.


 


With
the financing completed in January 2021, management believes that the Company has sufficient funds to meet its obligations
and planned expenditures for the ensuing twelve months as they fall due. In assessing whether the going concern assumption is
appropriate, management considers all available information about the future, which is at least, but not limited to, twelve
months from the end of the reporting period. The Company’s ability to continue future operations and fund its
exploration, evaluation and development activities is dependent on management’s ability to secure additional financing
in the future, which may be completed in several ways including, but not limited to, a combination of strategic partnership,
project debt finance, offtake financing, royalty financing and other capital markets alternatives. Management will pursue
such additional sources of financing when required, and while management has been successful in securing financing in the
past, there can be no assurance it will be able to do so in the future or that these sources of funding or initiatives will
be available for the Company or that they will be available on terms which are acceptable to the Company.




    
	Management Discussion and Analysis	 2




     


    


 


 





Although
management has taken steps to verify the ownership rights in mining properties in which the Company holds an interest in accordance
with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the title property
for the Company. The title may be subject to unregistered prior agreements and may not comply with regulatory requirements.

 


VALUE
PROPOSITION


 


Nouveau
Monde is striving to become a key contributor to the sustainable energy revolution. The Company is working towards developing
a fully integrated source of green battery anode material in Québec, Canada. Targeting commercial operations by 2023, the
Company is developing advanced carbon-neutral graphite- based material solutions for the growing lithium-ion and fuel cell markets.
With low-cost operations and enviable ESG standards, Nouveau Monde aspires to become a strategic supplier to the world’s
leading battery and automobile manufacturers, providing high performing and reliable advanced materials while promoting sustainability
and supply chain traceability.


 


		Vision	Drive
the transition to a green future through sustainable Zero-Carbon SolutionsTM.



 


	Mission	Provide
                                         the greenest advanced graphite materials with a carbon-neutral footprint for a sustainable
                                         world.



 


		Values	Safety,
responsibility, openness, integrity and entrepreneurial spirit.



 


RESPONSIBILITIES


 


HUMAN
CAPITAL


 


The
Company is committed to providing a safe work environment to its staff and business partners. For the year ended December 31,
2020, Nouveau Monde had an Occupational Safety and Health Administration (“OSHA”) Recordable Incident Rate of 0.


 


In
response to the COVID-19 pandemic, Nouveau Monde has implemented preventive measures and strict work protocols to provide a safe
environment to its employees, contractors, and communities.


 


Focused
on sustainable development, the Company has launched initiatives to train and hire local workers, particularly through the “Comité
de formation de la main-d’oeuvre de la Haute-Matawinie”, which includes industrial, institutional and business partners
who come together to share services.


 


		–	Diploma
                                         of Vocational Studies in Production Equipment Operation: Two cohorts of this on-the-job
                                         training program leading graduates to a position as an operator at the ore concentrator
                                         plant were launched in 2020, with a third in March 2021. There is significant interest
                                         in the region to support multiple cohorts and develop a skilled workforce in anticipation
                                         of the commercial mining operations.
	 	 	 






		–	Mining
                                         and Logging Essentials: This sociovocational integration program is for members of the
                                         Atikamekw communities and aims to reinforce the employability of Indigenous workers.
                                         Program enrollments were completed in the first quarter; the launch is paused until the
                                         COVID-19 situation enables easier movements between the Manawan and Saint-Michel-des-Saints
                                         communities.




    
	Management Discussion and Analysis	 3




     


    

 


 


ENVIRONMENT


 


The
Company plans to develop its projects to extract and transform natural graphite while limiting its environmental footprint. Dedicated
to stringent sustainable development standards, Nouveau Monde is committed to adopting a fully electric operating model. By leveraging
Québec’s renewable hydropower, the Company plans to produce carbon-neutral graphite-based solutions for the booming
battery markets supporting the energy transition.


 


On
April 15, 2019, the Company officially filed its Environmental and Social Impact Assessment (“ESIA”) for the Matawinie
project with the Government of Québec, an important step in the mining project’s analysis and authorisation. The
Government of Québec issued a notice of admissibility for the ESIA of the Matawinie project, following its analysis by
25 provincial agencies and ministries. Subsequently, the Ministère de l’Environnement et de la Lutte contre les changements
climatiques (“MELCC”) gave the Bureau d’audiences publiques sur l’environnement (“BAPE”) the
mandate to launch a public consultation. Public hearings held in January and February 2020 informed the commission’s report,
which was tabled in June 2020 (see press release dated June 26, 2020).


 


		–	The
                                         Commission recognised the economic justification, environmental innovations, integration
                                         measures and social benefits associated with the mining project and identified avenues
                                         for enhancement.



 


Mine
tailings represent a significant environmental responsibility. Nouveau Monde has put forward innovative design criteria by prioritising
the desulphurisation of tailings, the gradual backfilling of the pit, and the co-disposal of waste rock and tailings. An experimental
cell was built during the third quarter of 2020 to demonstrate in real conditions the performance of this innovative environmental
method.


 


Following
a rigorous environmental review, the Québec Government issued a ministerial decree on February 10, 2021, authorising Nouveau
Monde’s Matawinie mining project for a 100,000-tpa high-purity graphite concentrate production.


 


SOCIETAL


 


The
main industries in the Upper Matawinie region are recreation and forestry. In keeping with its environmental and ethical development
goals, the Company has launched many initiatives since the Matawinie graphite deposit was discovered in 2015 to align the project
with the realities, concerns and values of the local community:


 


		–	over
                                         70 information events, including public sessions and open-house events, to establish
                                         open and constructive dialogue with local organisations, residents, cottage owners, and
                                         members of First Nations;



 


		–	creation
                                         of a stakeholder committee (2017) to build trust with stakeholders throughout the mining
                                         development process and integrate concerns and expectations in the project design.



 


		–	consultations
                                         as part of the ESIA to analyse resident perspectives and identify mitigation or enhancement
                                         measure;



 


		–	a
                                         pre-development agreement with the Atikamekw First Nation (2019), i.e. the Conseil des
                                         Atikamekw de Manawan and the Conseil de la Nation Atikamekw, to provide a guideline for
                                         negotiating an Impact and Benefit Agreement for the Matawinie project;



 


		–	a
                                         collaboration and benefit-sharing agreement with the municipality of Saint-Michel-des-Saints
                                         (2020) to set out a concrete social, economic and environmental development partnership
                                         through financial and participatory mechanisms; and




    
	Management Discussion and Analysis	 4




     


    

 


 


		–	surveys
                                         to measure social license conducted in 2018 and 2019 among residents of Saint-Michel-
                                         des-Saints and Saint-Zénon, which showed a high and stable rate of support for
                                         the project: 83% (2018) and 82% (2019).



 


BUSINESS
LINES


 


MATAWINIE
PROJECT


 


The
Matawinie property includes 319 mining claims covering 17,585 hectares, in which the Company owns a 100% interest. The Tony Claim
Block is located approximately 150 km north of Montreal, Québec, Canada, in Saint-Michel-des-Saints. This block is easily
accessible via existing forest roads and is close to high-quality infrastructure, including paved roads and high-voltage power
lines. The regional community has an abundance of skilled labourers who are available following the permanent cessation of many
forestry activities. The project is located close to the Montreal metropolitan area, which also has a considerable pool of nearby
labour and suppliers of goods and services.


 


On
October 25, 2018, the Company announced the results of a feasibility study (“FS”) covering the West Zone deposit of
the Tony Claim Block, which is part of its Matawinie graphite property. The FS performed by Met-Chem/DRA, in compliance with National
Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101), demonstrated the project’s economic potential:


 


		–	pre-tax
                                         net present value (“NPV”) of $1.287 billion at an 8% discount rate;



 


		–	after-tax
                                         NPV of $751 million at an 8% discount rate;



 


		–	pre-tax
                                         internal rate of return (“IRR”) of 40.6%;



 


		–	after-tax
                                         IRR of 32.2%;



 


		–	life
                                         of mine (“LOM”) of 25.5 years;



 


		–	mine
                                         pay back estimated at 2.2 years (pre tax);



 


		–	mine
                                         pay back estimated at 2.6 years (after tax);



 


		–	initial
                                         capital costs (“Capex”) of $276 million (including contingency of $31.5 million);



 


		–	operating
                                         expenditures (“Opex”) of $499 per tonne of concentrate;



 


		–	average
                                         sales price of graphite concentrate at $1,730 US per tonne; and



 


		–	USD/CAD
                                         conversion rate of 1.307.



 


Operational
highlights of the FS include:


 


		–	average
                                         annual full production of 100,000 tonnes of graphite concentrate;



 


		–	a
                                         Probable reserve of 59.8 million tonnes at a 4.35% Cg average grade contained in the
                                         mineralisation;



 


		–	graphite
                                         milling recovery above 94%;



 


		–	finished
                                         product / concentrate purity above 97% Cg; and



 


		–	stripping
                                         ratio (LOM) of 1.06:1



 


Resource


 


In
March 2020, the Company published an updated pit-constrained Mineral Resource Estimate (the “Current Resource”)
for its West Zone deposit, located in the Tony Claim Block part of its Matawinie graphite property (see press release dated
March 19, 2020). The Mineral Resource Estimate includes a 25.6% increase in the combined Measured and Indicated Mineral
Resource categories with a minimal change to the new resource pit footprint and mineralisation that remains open at depth and
both to the north and south. This update follows a drilling campaign completed in the fall of 2019 (see press release dated
December 3, 2019).


    
	Management Discussion and Analysis	 5




     


    

 


 


The
Current Resource is summarised below and compared to the previous pit-constrained Mineral Resource Estimate (the “Previous
Resource”) published in a press release dated June 27, 2018.


 


	 	 	 	CURRENT
                                         RESOURCE
 (March
                                         19, 2020)	 	 	 	PREVIOUS
                                         RESOURCE
 (June
                                         27, 2018)	 
	RESOURCE
    CATEGORY	 	 	Tonnage

                                         (Mt)	 	 	 	Grade

                                         (%
                                         Cg)	 	 	 	Cg

                                         (Mt)	 	 	 	Tonnage

                                         (Mt)	 	 	 	Grade

                                         (%
                                         Cg)	 	 	 	Cg

                                         (Mt)	 
	Measured	 	 	24.5	 	 	 	4.27	 	 	 	1.05	 	 	 	0	 	 	 	0	 	 	 	0	 
	Indicated	 	 	95.8	 	 	 	4.26	 	 	 	4.08	 	 	 	95.8	 	 	 	4.28	 	 	 	4.10	 
	Measured + Indicated	 	 	120.3	 	 	 	4.26	 	 	 	5.13	 	 	 	95.8	 	 	 	4.28	 	 	 	4.10	 
	Inferred	 	 	4.5	 	 	 	4.43	 	 	 	0.20	 	 	 	14.0	 	 	 	4.19	 	 	 	0.59	 




 

The
block model, used to generate the Current Resource of the West Zone deposit, is based on a total of 149 core drill holes which
produced 8,274 samples as well as 207 samples collected from channeling work in three (3) trenches. In all, 23 mineralised horizons
encased in paragneiss units were interpreted and modelled from this data.


 


Demonstration
plant


 


Since
the third quarter of 2018, the Company has been operating a demonstration plant in Saint-Michel- des-Saints to support its business
strategy and notably to:


 


		–	qualify
                                         the Company’s graphite products and establish a sales record;



 


		–	test
                                         and improve processes for commercial operations;



 


		–	test
                                         new innovative technologies of tailings management and site restoration; and



 


		–	train
                                         employees and promote future employment opportunities to local labour.



 


Several
hundred tons of graphite concentrate have been produced so far with the materials extracted from the West Zone Deposit of the
Matawinie graphite property with grades between 94-98% Cg (as per technical requirements).




    
	Management Discussion and Analysis	 6




     


    

 


 


Mine
and concentrator


 


The
detailed engineering and procurement services for the construction of the graphite mine and concentrator continue to progress
with SNC-Lavalin’s technical team, in partnership with Seneca and Boucher-Lachance Architects (see press release dated November
5, 2019 on the awarding of the contract).


 


The
environmental decree authorising the project (see press release dated February 10, 2021) now provides Nouveau Monde with the operational
criteria, final design parameters and subject to additional financing, the launch of construction activities. Through an innovative
coordination table set up by the Québec Government, Nouveau Monde has worked collaboratively with various authorities to
prepare the permitting process. Nouveau Monde started early works at the mining site in March 2021 and plans to launch construction
in Q3-2021 once permits and authorisations are finalised. The project timeline places commissioning activities and start-up of
commercial production in 2023, in time to meet the growing demand of battery manufacturers.


 


As
part of its electrification strategy, the Company is committed to having both its heavy equipment used for mining operations and
its ore concentration and processing activities become fully electric within the first five years of production. This operating
model, a first for an open-pit mine, represents a reduction of over 300,000 tonnes of CO2 emissions over the mine’s lifespan
as well as a significant advantage over peers globally.


 


		–	Nouveau
                                         Monde has been selected as the first mining partner of the Canadian and Quebec governments
                                         as they roll out their electrification strategy (see press release dated November 2,
                                         2020). Through a collaborative endeavor bringing together research and industry leaders,
                                         the Company will support the development and testing of electric systems and rapid recharging
                                         infrastructure for heavy vehicles adapted to open-pit mining.



 


		–	Nouveau
                                         Monde advanced its procurement process for its all-electric fleet and charging infrastructure
                                         through an international call for pre-qualification from November 30, 2020 to January
                                         30, 2021. A substantial fleet of an initial 60 vehicles will be commissioned. The selection
                                         process will focus on efficiency, durability, performance, and ability to recycle the
                                         equipment.



 


Furthermore,
the Company has mandated Hydro-Québec, the state-owned corporation that produces, transports and delivers power, to develop,
install and operate a 120-kV electrical line that will supply the mine site and help meet its carbon-neutrality target. A dedicated
line will connect the Matawinie project mine and concentrator to Hydro-Québec’s hydropower network that will enable
the full electrification of its operations (see press release dated April 15, 2020).


 


VALUE-ADDED
PRODUCTS


 


Nouveau
Monde is developing a line of specialty products ranging from expandable graphite (for industrial applications, such as an additive
to roofing membranes and construction materials providing increased end- use safety) to spherical graphite, which is an essential
component in all lithium-ion batteries used in electric vehicles, energy storage solutions and consumer technology applications
such as 5G technologies.


 


In
recent months, the Company has made considerable progress with respect to its value-added product (“VAP”) development.
The micronization and spheronization equipment at the demonstration plant operating in Saint-Michel-des-Saints have been commissioned
and have produced the first samples of spherical graphite, which attests to the performance of the secondary transformation process
developed by Nouveau Monde (see press release dated February 26, 2020).


    
	Management Discussion and Analysis	 7




     


    

 


 


The
Company has also developed a thermochemical purification process to complete its market offering of products with purity
greater than 99.95%. On October 27, 2020, Nouveau Monde announced a five-year agreement with Olin Corporation
(“Olin”) which covers the manufacturing space for operations, site services and the supply of certain raw
materials to support the commercialisation of Nouveau Monde’s advanced graphite materials.


 


		–	The
                                         Company’s first two commercial-scale pilot plant purification modules are being
                                         constructed within existing space at Olin’s Bécancour, Québec facility.
                                         Slated for H2-2021, the scalable furnaces shall have a nameplate capacity of 1,500 tonnes
                                         purified battery-grade graphite per year and should generate near-term cash flow.



 


Determined
to develop the entire value chain from mine to anode materials to provide a traceable and carbon-neutral source to battery manufacturers,
Nouveau Monde is advancing with the deployment of its environmentally friendly coated spherical graphite anode material. The coating
of spherical graphite is the last process step needed to complete the Company’s graphite-based product range for the EV
and renewable energy sectors.


 


		–	Nouveau
                                         Monde has successfully completed the detailed engineering study for its Phase-1 2,000
                                         tonnes per year coating production line. The procurement of equipment has commenced;
                                         first production is currently planned for Q1-2022 (see press release dated January 26,
                                         2021).



 


		–	In
                                         addition, the Company has signed an important collaboration agreement for the use of
                                         Forge Nano’s proprietary Atomic Layer Deposition-coating technologies (“ALD”)
                                         (see press release dated October 6, 2020). ALD technologies will enhance the performance
                                         of Nouveau Monde’s graphite as part of the lithium-ion battery system.



 


Nouveau
Monde’s anode material has outperformed leading Asian commercial producers (see press release dated November 23, 2020).
In a series of electrochemical tests performed by the National Research Council of Canada revealed that under the same conditions
in half-button cell batteries, the reversible capacity (a measure of the energy density for performance) obtained with the Company’s
anode material is 365 mAh/g compared with 360 mAh/g for the leading Asian standards. Further, the broader market minimum specification
for reversible capacity is well below at only 350 mAh/g, highlighting the market opportunity for the Company.


 


Nouveau
Monde has purchased a 2 million-square-foot land in the Bécancour industrial park (see press release dated January 21,
2021), adjacent to Olin’s facility, to build an integrated manufacturing plant of anode material for lithium-ion batteries
with a projected annual production volume of 45,000 tonnes. The property presents no environmental limitations for construction
and offers all necessary infrastructure to have a safe and direct pipeline chemical supply from Olin as well as rail, port, and
road for both importing raw materials and exporting final products throughout North America and Europe.


 


During
the first quarter of 2021, the Company obtained the results of its Front-End Loading engineering analysis (“FEL-1”)
for its large-scale lithium-ion active anode material facility (“Bécancour VAP project”). The Bécancour
VAP project is designed to receive approximately 60 kilotonnes per annum (“ktpa”) of flake graphite from Nouveau Monde’s
Matawinie project, or from alternative third-party sources of supply deemed suitable, to be transformed into approximately 42
ktpa of anode material, 3 ktpa of purified flakes and 14 ktpa of micronized graphite representing a valuable process by-product.


 


		–	The
                                         FEL-1 includes a review of all environmental regulations and permits, the project schedule,
                                         product specifications definition, stakeholders’ analysis, the capital expenditure
                                         budget, and projected operating costs.



 


		–	Given
                                         the favorable economics revealed in the FEL-1, Nouveau Monde has commenced a Front- End
                                         Loading feasibility engineering analysis (“FEL-2 & 3”) with the goal
                                         to be completed in H1-2022. The study is expected to cost approximately $10 million.




    
	Management Discussion and Analysis	 8




     


    

 


 


		–	The
                                         current plan provides for the Phase 2 plant to commence commissioning of its first capacity
                                         in Q1-2025.



 


COMMERCIAL
STRATEGY


 


SALES


 


Following
intensified marketing and technical sales activities, Nouveau Monde secured sales agreements on North American, European and Asian
markets for hundreds of tonnes of high-quality graphite, produced from the Company’s demonstration plant (see press release
dated September 24, 2020).


 


		–	The
                                         basket price received per tonne of flake graphite has been in excess of US$1,500 per
                                         tonne, without downstream value-added processing.



 


		–	The
                                         Company is currently under several NDAs with major electric vehicle OEMs qualifying its
                                         carbon-neutral advanced materials for lithium-ion batteries.



 


As
commercial discussions intensify with European automakers for Nouveau Monde’s battery anode material, the Company announced
the opening of a London-based sales office to readily respond to the growing enquiries from local customers and other stakeholders
(see press release dated November 5, 2020).


 


On
February 14, 2019, the Company entered into a Binding Offtake and Joint Marketing Agreement with Traxys for flake graphite concentrate
to be produced at the Company’s Saint-Michel-des-Saints operation.


 


		–	For
                                         each of the first two years, Traxys will market 200 tonnes of flake graphite concentrate
                                         (400 tonnes in total) from the Company’s currently operating graphite demonstration
                                         plant for customer product prequalification purposes.



 


		–	For
                                         each of the first five years of the Company’s commercial production, 25,000 tonnes
                                         of flake graphite product will be sold through Traxys by Nouveau Monde.



 


		–	Traxys
                                         will have the exclusive right to market, distribute and resell the flake graphite products
                                         to its customer base.



 


PARTNERSHIPS,
RESEARCH AND DEVELOPMENT


 


The
Company has partnered with Hydro-Québec to research and develop graphite anode materials used to make lithium-ion batteries
(see press release dated May 17, 2018). A world-renowned innovation hub, Hydro-Québec’s Center of Excellence in Transportation
Electrification and Energy Storage is developing some of the world’s most advanced battery material technologies for electric
vehicles and other energy storage applications. Through the partnership, Hydro-Québec’s impressive intellectual property
portfolio (over 2,000 patents) and leading-edge facilities provide a springboard for Nouveau Monde’s technological developments
and commercialisation activities.


 


		–	Nouveau
                                         Monde also holds an operating license to commercialise Hydro-Québec’s battery
                                         material technologies and position Québec in the lithium-ion battery value chain.



 


The
Company also maintains a portfolio of research and development projects to refine its line of specialty products based on market
demands and innovations.


 


		–	Nouveau
                                         Monde is working with materials engineering expert Philippe Ouzilleau, a professor at
                                         McGill University, and his research team to develop new types of precursors and coating technologies
to reduce the environmental footprint of its graphite advanced products, optimise production costs, and improve the properties
for existing performance (see press release dated January 26, 2021).




    
	Management Discussion and Analysis	 9




     


    

 


 


MARKET
UPDATE


 


Despite
the current economic conditions caused by COVID-19, global market parameters and trends remain very attractive. With China being
the only producer of purified spherical graphite, the current situation has reinforced the need for local and resilient supply
chains. Nouveau Monde is set to become the only fully integrated source of green battery anode material in the Western World,
benefiting in this respect.


 


		–	Currently,
                                         lithium-ion battery plants under construction in North America and Europe account for
                                         approximately 865 GWh of capacity (Benchmark Mineral Intelligence, February 2021). As
                                         the number of battery megafactories increases, graphite demand is forecasted to grow
                                         over 380% by 2030.



 


Technological
trends and new GHG policies have pushed the graphite market, mainly with regard to lithium- ion batteries and fuel-cell technologies,
into an accelerated growth curve. Benchmark Mineral Intelligence forecasts that demand for natural graphite will exceed supply,
creating a deficit market starting in 2023.


 


		–	On
                                         the heels of the European Union, China and Canada’s own declarations, the U.S.
                                         recently identified graphite as a strategic mineral for economic growth and national
                                         security as per the Presidency Executive Order on “Addressing the Threat to the
                                         Domestic Supply Chain from Reliance on Critical Minerals from Foreign Adversaries”
                                         dated September 30, 2020.



 


Concurrently
to exponential demand, there is increased focus on carbon neutrality in the market to cater to consumers’ green expectations
and governments’ more stringent environmental regulations. Nouveau Monde is ideally positioned to respond to this growing
trend thanks to its green, zero-carbon and traceable materials.


 


ADMINISTRATION
AND GOVERNANCE


 


The
Company raised approximately $22 million through a bought deal with BMO Capital Markets (see press release dated January 20, 2021)
and a non-brokered private placement with institutional investors (see press release dated February 12, 2021).


 


During
March 2021, the Company received $1.35M as part of a repayable contribution agreement with Canada Economic Development for Quebec
Regions. This contribution agreement bears no interest and will be repayable in 60 equal monthly installments starting September
2023.


 


On
February 1, 2021, the Company secured $17,6M from the exercise of previously issued warrants.


 


On
January 25, 2021, Nouveau Monde issued an aggregate of 766,351 common shares of its share capital at a price of $1.04 per common
Share, in settlement of interests owed on a secured convertible bond in the principal amount of $15 million issued by the Company
to Pallinghurst Graphite Limited (“Pallinghurst”).


 


On
August 28, 2020, the Company successfully closed with Pallinghurst, a significant shareholder, the following financing transactions
that will fund the next phase of its development, focused on lithium-ion battery material. The financing includes:




    
	Management Discussion and Analysis	 10




     


    

 


 


		–	A
                                         convertible bond subscription agreement pursuant to which the Company has agreed to issue
                                         to Pallinghurst a secured convertible bond in the principal amount of $15 million. The
                                         transaction also includes 75 million warrants at a price of $0.22 per common share for
                                         a period of 36 months from the issuance date of the warrants.



 


		–	A
                                         royalty purchase agreement pursuant to which Pallinghurst has agreed to exchange the
                                         principal amount and accrued interest under its existing loan offers of $4.3 million
                                         into a net smelter return royalty of 3% on the Matawinie graphite mining project, with
                                         a partial buy-back option representing 1% in favor of the Company.



 


On
June 30, 2020, the Government of Canada, through its Canada Economic Development for Quebec Regions branch, granted Nouveau Monde
$1.5 million in funding to support the acquisition, adaptation, and installation of state-of-the-art equipment to micronize and
spheronize natural flake graphite.


 


On
April 29, 2020, the Company announced that it had obtained non-dilutive financial leverage totalling $5,207:


 


		–	non-refundable
                                         financial assistance of a maximum of $3,000 through the Technoclimat Program of Transition
                                         Énergétique Québec (“TEQ”);



 


		–	funding
                                         of $1,994 closed with Investissement Québec through two loan offers that are ready
                                         to be disbursed as per Nouveau Monde’s cash flow needs, subject to the loan offer
                                         conditions; and



 


		–	following
                                         the closing of a $4,250 grant from Sustainable Development Technology Canada (see press
                                         release dated August 20, 2019) in 2019, an increase of 5% over the initial commitment
                                         has been obtained as a result of the impact of COVID-19 on Canadian companies, representing
                                         an additional amount of $213.



 


On
June 17, 2020, TEQ increased their contribution by advancing $150 to Nouveau Monde, representing an increase of 5%, as a result
of the impact of COVID-19 on Canadian companies. In addition, they also granted Nouveau Monde an additional amount of $150 which
sums up the total contribution of TEQ to $3,300.


 


LEADERSHIP


 


The
Company’s management team and Board of Directors recognise the value of good corporate governance and the need to adopt
best practices in terms of social, economic and environmental responsibility. The Company’s declaration of ethical values
and sustainable development policy can be found on Nouveau Monde’s website.


 


The
Board of Directors has three committees: the Audit Committee, the Human Resources and Compensation Committee, and the Governance
and Sustainable Development Committee. The Company’s directors have expertise in intellectual property, law relating to
the environment, business administration, mining development and exploration, investment, as well as finance.


 


RISKS


 


The
Company operates in an industry that contains various risks and uncertainties. For a more comprehensive discussion of these inherent
risks, see ’‘Risk Factors’’ in the Company’s recent Annual Information Form on file with the Canadian
provincial securities regulatory authorities.




    
	Management Discussion and Analysis	 11




     


    

 


 


ANNUAL
FINANCIAL INFORMATION


 


SELECTED
ANNUAL INFORMATION


 


Annual
information for the years ended December 31, 2020, 2019, and 2018.


 


	Description	 	2020	 	 	2019
 Adjusted	 	 	2018	 
	Income	 	-	 	 	-	 	 	-	 
	Net loss	 	 	17,978	 	 	 	17,045	 	 	 	20,491	 
	Basic and diluted loss per share	 	 	(0.684	)	 	 	(0.750	)	 	 	(1.361	)
	Total assets	 	 	21,156	 	 	 	17,394	 	 	 	13,427	 
	Non-current liabilities	 	 	15,907	 	 	 	771	 	 	 	3,447	 



 


EXPLORATION
AND EVALUATION EXPENSES


 


	Description	 	December 31, 2020
 $	 	 	December 31, 2019
 Adjusted $	 	 	Variation
 $	 
	Wages and benefits (a)	 	 	2,294	 	 	 	2,040	 	 	 	254	 
	Share-based compensation (b)	 	 	594	 	 	 	192	 	 	 	402	 
	Engineering (c)	 	 	3,964	 	 	 	721	 	 	 	3,243	 
	Professional fees (d)	 	 	506	 	 	 	1,349	 	 	 	(843	)
	Materials, consumables and supplies	 	 	1,767	 	 	 	2,279	 	 	 	(512	)
	Subcontracting	 	 	1,706	 	 	 	2,594	 	 	 	(888	)
	Geology and Drilling expenses (e)	 	 	389	 	 	 	2,298	 	 	 	(1,909	)
	Utilities	 	 	388	 	 	 	218	 	 	 	170	 
	Other	 	 	265	 	 	 	673	 	 	 	(408	)
	Grants	 	 	(164	)	 	 	(329	)	 	 	165	 
	Tax credits (e)	 	 	(1,369	)	 	 	(2,203	)	 	 	834	 
	Exploration and evaluation expenses	 	 	10,340	 	 	 	9,832	 	 	 	508	 



 


		a)	The
                                         increase of $254 is due to a greater employee headcount in 2020 vs 2019. However, the
                                         variation amount was reduced by the Canadian Emergency Wage subsidy program that the
                                         Company received totalling $892 during the year ended December 31, 2020.



 


		b)	The
                                         increase of $402 is due to new options granted to key management personnel.



 


		c)	The
                                         increase of $3,243 is due to the detailed engineering contracts related to the planning
                                         of the construction of the commercial mine and concentrator project.



 


		d)	The
                                         decrease in professional fees of $843 is mostly due to nonrecurring fees related to the
                                         preparation of the launch of a public consultation by the BAPE that occurred in 2019.



 


		e)	The
                                         decrease of $1,909 in geology and drilling expenses and the decrease of $834 in tax credits
                                         is due to a reduced activity level in the exploration sector as the Company is progressing
                                         and ramping up on the detailed engineering of the construction of the mine and concentrator.
                                         Exploration expenses are subject to a higher tax rate which explain the decrease in the
                                         tax credit of 2020.




    
	Management Discussion and Analysis	 12




     


    

 


 


VALUE
ADDED PRODUCTS EXPENSES


 


	Description	 	December 31, 2020
 $	 	 	December 31, 2019
 Adjusted $	 	 	Variation
 $	 
	Wages and benefits (a)	 	 	768	 	 	 	467	 	 	 	301	 
	Share-based compensation	 	 	112	 	 	 	-	 	 	 	112	 
	Engineering (b)	 	 	2,399	 	 	 	710	 	 	 	1,689	 
	Professional fees	 	 	866	 	 	 	772	 	 	 	94	 
	Materials, consumables and supplies	 	 	157	 	 	 	37	 	 	 	120	 
	Subcontracting (c)	 	 	475	 	 	 	20	 	 	 	455	 
	Other	 	 	43	 	 	 	40	 	 	 	3	 
	Grants (d)	 	 	(1,678	)	 	 	(441	)	 	 	(1,237	)
	Tax credits	 	 	(231	)	 	 	-	 	 	 	(231	)
	Value added products expenses	 	 	2,911	 	 	 	1,605	 	 	 	1,306	 




 

		a)	The
                                         increase of $301 is due to a greater employee headcount in 2020 vs 2019. However, the
                                         variation amount was reduced by the Canadian Emergency Wage subsidy program that the
                                         Company received totalling $189 during the year ended December 31, 2020.



 


		b)	The
                                         increase of $1,689 is due to a greater activity level deployed in engineering studies
                                         for the value-added product demonstration and commercial plants.



 


		c)	The
                                         increase of $455 is due to maintenance subcontracting costs engaged for the micronization
                                         and spheronization equipment. These costs did not occur in 2019 as the equipment related
                                         to this value-added process was not received.



 


		d)	The
                                         increase of $1,237 is due to the closing of new grant agreements in 2020 related to the
                                         value- added product segment (see note 11 of the consolidated financial statements).



 


OPERATING
RESULTS


 


	 	 	FOR THE YEAR ENDED	
	Description	 	December 31,
 2020
 $	 	 	December 31
 2019
 $	 	 	Variation
 $	 
	General and administrative expenses (a)	 	 	7,770	 	 	 	5,804	 	 	 	1,966	 
	Net smelter royalty (b)	 	 	(4,306	)	 	 	-	 	 	 	(4,306	)
	Net financial costs (c)	 	 	1,263	 	 	 	252	 	 	 	1,011	 



 


		a)	The
                                         office and administration expenses increased by $1,966 mainly because of an increase
                                         in wages and benefits due to a higher headcount level and an increase in share-based
                                         compensation due to new options being granted in 2020 to key management personnel.



 


		b)	The
                                         net smelter royalty totalling 4,306 in 2020 is composed of the net smelter royalty transaction
                                         concluded with Pallinghurst (see note 13 of the consolidated financial statements).



 


		c)	The
                                         financial fees increased by $1,011 mostly due to the interest expense incurred with the
                                         convertible bond.




    
	Management Discussion and Analysis	 13




     


    

 


 


QUARTERLY
RESULTS


 


During
the three-month period ended December 31, 2020, the Company recorded a net loss of $8,229 ($5,956 in 2019) and a net loss per
share of $0.313 ($0.262 in 2019).


 


	Description	 	Q4-2020
 $	 	 	Q3-2020
 (note a)
 $	 	 	Q2-2020
 $	 	 	Q1-2020
 $	 
	Revenue	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	Net loss	 	 	(8,229	)	 	 	(501	)	 	 	(4,007	)	 	 	(5,240	)
	Loss per share	 	 	(0.313	)	 	 	(0.019	)	 	 	(0.153	)	 	 	(0.200	)



 


	Description	 	Q4-2019
 Adjusted
 $	 	 	Q3-2019
 Adjusted
 $	 	 	Q2-2019
 Adjusted
 $	 	 	Q1-2019
 Adjusted
 $	 
	Revenue	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	Net loss	 	 	(5,956	)	 	 	(4,331	)	 	 	(4,412	)	 	 	(2,346	)
	Loss per share	 	 	(0.262	)	 	 	(0.165	)	 	 	(0.211	)	 	 	(0.134	)



 


Results
of 2019 have been adjusted to reflect the change in accounting policy detailed in the notes 27 and 28 of the financial statements.


 


On
March 24, 2021, the Company performed a ten-to-one share consolidation of the Company’s issued equity instruments including
common shares, warrants and options. All loss per share values above have been retroactively adjusted to give effect to the share
consolidation as required by IAS 33.


 


		a)	The
net loss observed in the third quarter of 2020 is much lower than the net loss of the third quarter of 2019 due to the net smelter
royalty transaction that has been concluded with Pallinghurst group (see related party section below).



 


FOURTH
QUARTER RESULTS


 


The
major variances that occurred in the fourth quarter to 2020 is due to the difference hereunder.


 


	 	 	Q4-2020
 $	 	 	Q4-2019
 $	 	 	VARIATION
 $	 
	General and administrative expenses (a)	 	 	3,411	 	 	 	2,026	 	 	 	1,385	 



 


		a)	The
General and administrative expenses increased by $1,4M mainly because of an increase in wages and benefits due to a higher headcount
level and an increase in share-based compensation due to new options being granted in 2020 to key management personnel.




    
	Management Discussion and Analysis	 14




     


    

 


 


LIQUIDITY
AND FUNDING


 


As
at December 31, 2020, the Company had a negative working capital of $171, including $4,520 in cash.


 


Liquidity
risk is the risk that the Company encounters difficulty in meeting obligations associated with financial liabilities that are
settled by delivering cash or another financial asset.


 


The
Company manages its liquidity risk by using budgets that enable it to determine the amounts required to fund its exploration,
evaluation, and development expenditure programs. The Company’s liquidity and operating results may be adversely affected
if the Company’s access to the capital markets or other alternative forms of financing is hindered, whether as a result
of a downturn in stock market conditions generally or related to matters specific to the Company. The Company has historically
generated cash flow primarily from its financing activities.


 


As
at December 31, 2020, all of the Company’s short-term financial liabilities in the amount of $10,587 ($9,869 as at December
31, 2019) have contractual maturities of less than one year and are subject to normal trade terms. The Company regularly evaluates
its cash position to ensure preservation and security of capital as well as maintenance of liquidity.


 


With
the financing completed in January 2021 (described in note 26 of the audited consolidated financial statements), management believes
that the Company has sufficient funds to meet its obligation and planned expenditures for the ensuing twelve months as they fall
due.


 


	 	 	 	 	 	 	 	 	As at December
    31, 2020	 
	 	 	Carrying amount	 	 	Contractual
    cash flow	 	 	0 to 

12 months	 	 	12 to 24 

months	 	 	more than 

24
    months	 
	Account payables and accrued liabilities	 	 	6,988	 	 	 	6,988	 	 	 	6,988	 	 	 	-	 	 	 	-	 
	Lease liabilities	 	 	1,076	 	 	 	1,140	 	 	 	321	 	 	 	440	 	 	 	379	 
	Borrowings	 	 	1,793	 	 	 	1,824	 	 	 	1,824	 	 	 	-	 	 	 	-	 
	Convertible bond	 	 	14,505	 	 	 	21,408	 	 	 	2,427	 	 	 	2,427	 	 	 	16,554	 



 


	 	 	FOR THE YEARS ENDED	 
	Cash flows provided by (used in)	 	December
    31, 2020
 $	 	 	December
    31, 2019
 $	 
	Operating activities before the net change in working capital items	 	 	(17,914	)	 	 	(15,640	)
	Net change in working capital items	 	 	(135	)	 	 	(3,014	)
	Operating activities	 	 	(18,049	)	 	 	(18,654	)
	Investing activities	 	 	(661	)	 	 	(1,673	)
	Financing activities	 	 	19,153	 	 	 	20,610	 
	Increase in cash	 	 	443	 	 	 	283	 



 


For
the year ended December 31, 2020, the Company had an average monthly cash expenditure rate of approximately $1,6 million per
month, including addition to property, plant and equipment, intangible assets, deposit to suppliers and all operating
expenses. The Company anticipates it will continue to have, at a minimum, a similar cash outflow from operating and investing
activities to maintain the Company’s capacity and planned growth. The Company anticipates it will continue to have negative
cash flow from operating activities in future periods at least until commercial production is achieved and additional
financing will be needed to bring the Matawinie Graphite Property and the Bécancour Commercial Plant to commercial
production.


    
	Management Discussion and Analysis	 15




     


    

 


 


OPERATING
ACTIVITIES


 


For
the year ended December 31, 2020, cash outflows from operating activities totalled $18 million, while there were $18.7 million
of cash outflows for the same period in 2019. The cash outflows were slightly lower mostly due to the decrease in the working
capital driven by deferred grants.


 


INVESTING
ACTIVITIES


 


For
the year ended December 31,2020, cash used in investing activities totalled $0.6 million whereas in 2019 investing activities
were of $1.7 million. The major variance is explained by the progress in the construction of the value-added project demo plant
in Bécancour and an increase in grants received.


 


FINANCING
ACTIVITIES


 


For
the year ended December 31, 2020, the Company had net cash receipts related to financing activities of $19.2 million, mainly due
to the receipt of a convertible bond of $15 million from Pallinghurst, whereas the Company had $20.6 million of net cash receipt
in 2019 mainly due to the closing of a private placement of $20.3 million during that period.


 


ADDITIONAL
INFORMATION


 


RELATED
PARTY TRANSACTIONS


 


The
related parties of the Company include key management personnel, directors, and significant shareholders.


 


		 	FOR THE YEARS ENDED	 
	Description	 	December 31, 2020
 $	 	 	December 31, 2019
 $	 
	Key management personnel of the Company	 	 	 	 	 	 
	Wages and benefits expenses	 	 	1,238	 	 	 	990	 
	Share-based compensation	 	 	398	 	 	 	184	 
	Directors of the Company 
	Board fees	 	 	91	 	 	 	95	 
	Share-based compensation	 	 	305	 	 	 	159	 




 

On
August 28,2020, the Company closed the following financing transactions with Pallinghurst, a significant shareholder of the Company:


 


		-	a
                                         secured convertible bond being a three-year instrument with a principal of $15 million.
                                         The principal amount, together with all accrued and unpaid or uncapitalized interest
                                         under the bond, will become payable on the date that is 36 months following the issuance
                                         of the bond. At any time, Pallinghurst has the right to convert all or a portion of the
                                         bond into such number of common shares of the Company equal to the principal amount being
                                         converted, divided by the conversion price of $0.20
per common share. Pallinghurst also has the right to convert all or a portion of any accrued and unpaid or uncapitalized
interest under the bond into common shares of the Company at the market price of the common shares at the future time of
conversion subject to TSXV approval. Concurrently with the issuance of the bond, the Company issued to Pallinghurst common
share purchase warrants entitling Pallinghurst to purchase up to 75,000,000 common shares of the Company, at a price of $0.22
per common share for a period of 36 months from the issuance date of the warrants; and



    
	Management Discussion and Analysis	 16




     


    

 





 


		-	the
                                         Company issued a 3% net smelter royalty (the “Royalty”) over the Matawinie
                                         graphite property to Pallinghurst for an aggregate purchase price of $4,306. For a period
                                         of three years following issuance thereof, the Royalty is subject to a 1% buy back right
                                         in favour of the Company for a buy-back price of $1,306 plus an amount equal to interest
                                         accrual at a rate of 9% per annum from and after the closing of the Royalty Transaction
                                         up to the buyback date. The purchase price for the Royalty was satisfied by setting-off
                                         all principal and accrued interest amounts owing by the Company to Pallinghurst under
                                         the promissory note dated June 27, 2019 in the principal amount of $2 million and the
                                         promissory note dated March 16, 2020 in the principal amount of $2 million, each of which
                                         was cancelled.



 


During
the year ended December 31, 2020, the Company contracted a new financing agreement with Investissement Québec, a significant
shareholder, for an aggregate amount received of $1,802 through two loan offers. The interest rate on the loan offer totalling
$610 is the current prime rate of 2.45% plus 0.07%, while the interest rate on the loan offer totalling $1,192 is the current
prime rate of 2.45%. The capital shall be repaid by no later than the term’s expiry on June 30, 2021. To secure its obligations
set out in the loan offers, the Company granted two first-ranking mortgages for a total of the loan amount received covering the
universality of its present and future receivables, including the universality of its tax credits.


 


OFF-BALANCE
SHEET TRANSACTIONS


 


There
are no off-balance sheet transactions.


 


CRITICAL
ACCOUNTING ESTIMATES, NEW ACCOUNTING POLICIES, JUDGEMENTS AND ASSUMPTIONS


 


The
preparation of annual financial statements in conformity with IFRS requires management to apply accounting policies and make estimates
and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes. There is full disclosure
of the Company’s critical accounting policies and accounting estimates in notes 3 and 4 of the audited consolidated financial
statements for the year ended December 31, 2020.


 


CHANGE
IN ACCOUNTING POLICY


 


During
the year ended December 31, 2020, the Company voluntarily changed its accounting policy regarding E&E expenses. The new accounting
policy indicates that all E&E expenses will be recorded on the statement of loss and comprehensive loss. For further information
refer to note 27 of the audited consolidated financial statements.


 


FINANCIAL
INSTRUMENTS AND RISK MANAGEMENT


 


Refer
to note 24 in the audited consolidated financial statements.




    
	Management Discussion and Analysis	 17




     


    

 


 


CONTRACTUAL
OBLIGATIONS AND COMMITMENTS


 


Refer
to note 25 in the audited consolidated financial statements.


 


CAPITAL
STRUCTURE


 


	 	 	April 6, 2021	 
	Common shares	 	 	37,055,895	 
	Convertible bond	 	 	7,500,000	 
	Options	 	 	2,228,000	 
	Total common shares fully diluted	 	 	46,783,895	 



 


SUBSEQUENT
EVENTS TO DECEMBER 31, 2020


 


Refer
to note 26 in the audited consolidated financial statements.


 


CONTINUOUS
DISCLOSURE


 


This
MD&A was prepared as of April 6, 2021. More information about the Company can also be found on SEDAR (www.sedar.com).


 


April
6, 2021


 


	(signed)
    Eric Desaulniers 	 	 (signed)
    Charles-Olivier Tarte 	 
	Eric
    Desaulniers, MSc, Geo	 	Charles-Olivier
    Tarte, CPA CMA	 
	President
    and Chief Executive Officer	 	Chief
    Financial Officer	 





    
	Management Discussion and Analysis	 18