Exhibit 4.14


 


 


 


BY
SEDAR


 


Québec
City, May 12, 2021


 





	To :	Nova Scotia Securities Commission
	 	Office of the Superintendent of Securities (Prince
    Edward Island) 

Financial and Consumer Services Commission (New Brunswick),
	 	Office of the Superintendent of Securities Services
    Newfoundland and Labrador
	 	Autorité des marchés financiers
    du Québec
	 	Ontario Securities Commission
	 	The Manitoba Securities Commission
	 	Financial and Consumer Affairs Authority of
    Saskatchewan
	 	Alberta Securities Commission
	 	British Columbia Securities Commission
	 	Office of the Yukon Superintendent of Securities
	 	Office of the Superintendent of Securities,
    Department of Justice, Government of the Northwest Territories
	 	Nunavut Securities Office







 


		Re:	Nouveau
                                                                                                                                                                                                                                                                                        Monde
                                                                                                                                                                                                                                                                                        Graphite Inc. (the “Corporation”) – Re-filing pursuant to Part 4B.2 (2) (a) of Regulation 51-102
                                                                                                                                                                                                                                                                                        respecting Continuous Disclosure Obligations (V-1.1, r. 24)




 


Sir/Madam:


 


Please
note that the Material Change Report of the Corporation initially filed on SEDAR on March 18, 2021 is re-filed as of the date
hereof through the form of an amended material change report. This filing is required due to the removal of all future oriented
financial information beyond December 31st, 2022.


 


All
other information appearing in the aforementioned Material Change Report remains unchanged.


 


Yours very truly,


 


[Signature
page follows]






     


     


    





	NOUVEAU MONDE GRAPHITE INC.	 
	 	 	 
	By:	(s) Éric Desaulniers	 
	 	Éric Desaulniers	 
	 	President and Chief Executive Officer	 








    2 


     


    

SCHEDULE
51-102F3


 


AMENDED
MATERIAL CHANGE REPORT


 


		1.	Name
and Address of the Corporation



 


NOUVEAU
MONDE GRAPHITE INC. (the “Corporation”) 


331
Rue Brassard 


Saint-Michel-des-Saints
QC, J0K 3B0


 


		2.	Date
of Material Change



 


March
11, 2021


 


		3.	News
Release



 


News
releases, in French and English versions, were issued through Globe Newswire on March 11 and 13, 2021, respectively, and filed
on SEDAR on March 11 and 15, 2021, respectively, for which amended versions were filed on SEDAR on May 12, 2021.


 


		4.	Summary
of Material Change



 


The
Corporation announced Phase 2 of its fully-integrated anode material production facility.


 


		5.	Full
Description of Material Change



 


The
Corporation announced the completion of a front-end loading engineering analysis (“FEL-1”) for Phase 2 of its large-scale
commercial lithium-ion anode material project in Bécancour, Québec, Canada as it continues to execute its strategy
of becoming the Western World’s largest producer of high-quality anode materials to be used mainly in batteries for electrical
vehicles and renewable energy storage. As it expands, the Corporation preserves its firm commitment to carbon neutrality.


 


 


Figure
1: 3D rendering of the Corporation’s Bécancour VAP project






     


     


    

The
FEL-1 Analysis


 


The
FEL-1 concludes that a production of 42,000 tpa of anode material can be achieved with the construction of a brand-new state-of-the-art
facility on the Corporation’s industrial site of 200,000 m2 and supported by its existing Phase 1 plant infrastructure.
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. The Corporation’s site in Bécancour
is strategically situated for large-scale anode material production, with proximity to potential customers, access to key utilities
(e.g., water, hydropower, gas), adjacent to a chlor-alkali producer which provides access to key consumables, a skilled workforce
and an adjacent deep-water international port on the St. Lawrence River.


 


Bécancour
VAP Project Financing Strategy


 


The
Corporation’s strategy is to finance the Bécancour VAP project with a structure involving approximately two thirds
comprised of non-dilutive financial instruments and the remaining one third of equity financing. The non-dilutive financial instruments
that are contemplated by the Corporation are a combination of bank loans, structured debt, forward payments on production and
royalty streams. The Corporation’s largest shareholder, The Pallinghurst Group, is fully supportive of the Bécancour
VAP project. No assurance can be given that any such additional financing will be available or that, if available, it can be obtained
on terms favourable to the Corporation. The failure to obtain additional financing on favourable terms, or at all, could have
a material adverse effect on the ability of the Corporation to complete the construction of the Bécancour VAP project.


 


Project
Timeline


 


Given
the strong economics revealed in the FEL-1, the Corporation has commenced a FEL-2 pre-feasibility study, based on the results
from the demonstration modules, which is expected to be completed in the first half of 2022. The FEL-1 evaluated various strategies
to optimise the deployment of the project, including advancing directly to an enhanced FEL-2 program that includes detailed engineering
of certain portions of the project and a modular construction and commissioning sequence enabling an initial production capacity
to be available earlier, while construction activities are being completed. The project development pathway beyond detailed design
and initiation of the construction phase will be determined by financial partnerships and end-customer commitments.






     


     


    





 


 


Figure
2: Bécancour VAP Project prospective timetable


 


De-Risking
by Building Significant Phase 1 Plant and Strategic R&D


 


The
production of purified, coated spherical graphite used as anode material in lithium-ion battery involves three major process
steps, namely: shaping, purification and coating. Since 2016, the Corporation has committed approximately US$27 million in
process development and de-risking by running large-scale bench test and building demonstration units. Since early 2020, the
Corporation has been operating two commercial scale shaping units in which it processed nearly 1,000 batches to confirm the
optimised process parameters and equipment performance profile to be implemented to produce systematically within
customers’ specifications. Significant equipment improvements and modifications were implemented on-site to achieve an
optimum operating throughput and overall yield while maintaining constant in-specs quality material. Ongoing internal R&D
programs on the shaping process are targeting manufacturing excellence by the enhancement of fundamental understanding of
fluid dynamics and air flows by using as-built scan, numerical modelling and adoption of advanced automation and artificial
intelligence technologies.


 


As
for the Phase 1 purification sector of the facility, the Corporation developed its proprietary thermochemical process that is
currently being deployed at a 1,500 tpa nameplate capacity in Olin Corporation’s facility adjacent to the Corporation’s
industrial site, with a commissioning scheduled to start in the first half of 2021.


 


The
final process step to produce anode material consists of coating the purified spherical graphite with a carbon-based material
to minimise the surface area and enhance the stability of the solid electrolyte interface. The Corporation is currently in the
detailed engineering phase and has initiated the procurement to build the first module of the Phase 1 2,000 tpa capacity plant
that is scheduled to be commissioned early in 2022. The Corporation is of the view that its strategy of de-risking the process
by investing in a rapid deployment of a first scalable-complete module will allow a faster product qualification with lithium-ion
battery cell makers and more efficient and reliable engineering development.


 


Product
Offering and Marketing


 


The
anode material flowsheet developed by the Corporation is designed to produce anode material of various particle sizes varying
between 8 and 20 μm with flexibility to serve various lithium-ion
battery applications. Roskill’s Fall 2020 issue reported 2019 average Chinese sales prices of US$ 7,157/tonne for
CSPG. Moreover, the Corporation and its experienced graphite marketing team is actively developing value-added opportunities
for the 1 and 8 μm micronised graphite representing a valuable anode material process by-product potentially serving
multiple niche applications.






     


     


    





In
their latest February 2021 Lithium-ion Battery Megafactory assessment report, Benchmark Mineral Intelligence forecasts 562 GWh
in 2025 and 937 GWh in 2030 of battery capacity in North America and Europe combined with associated graphite anode demand of
674,000 tpa and 1,124,000 tpa, respectively.


 


Fully
Committed to Carbon Neutrality


 


The
Corporation seeks to contribute to the decarbonisation of the economy by producing graphite materials, a required input for the
production of low-carbon products, with the smallest greenhouse gas (“GHG”) footprint possible. In addition to pushing
the science and technology development in order to mine and transform graphite in a sustainable and low GHG-emitting manner, the
Corporation has pledged to offset all GHG emissions from sources it either has direct control over or may significantly influence
(i.e., the Corporation’s Scope 1, Scope 2 and portion of Scope 3 emissions).


 


The
Corporation has ongoing R&D programs in place with professor Philippe Ouzilleau, PhD, from McGill University in Montréal
to find alternate carbon sources to the petroleum-based product currently being used in the coating process with the objective
of significantly reducing its carbon emissions.


 


The
Corporation also remains fully committed to achieving carbon neutrality at the Corporation’s level, including the Matawinie
mine and concentrator in Saint-Michel-des- Saints and the Bécancour VAP project.


 


Co-Existence
of the Matawinie Mineral Project and the Bécancour VAP Project


 


The
FEL-1 does not impact nor alter the National Instrument 43-101 respecting Standards of Disclosure for Mineral Projects
(“NI 43-101”) feasibility study filed on December 10, 2018 with regards to the Matawinie mineral project. While the
Corporation is of the view that there are obvious operational and financial benefits to developing a fully controlled and integrated
business model, both the Matawinie mineral project and Bécancour VAP project should be considered independently from each
other with regards to their economic viability. To this end, it is the intention of the Corporation to sell opportunistically
the high- purity jumbo and large flakes produced at the Matawinie mineral project directly into third party traditional and speciality
graphite markets, while the Bécancour VAP project intends to source its products, comprised of intermediate and fine flakes,
from multiple sources. It is the Corporation’s intention to prioritise the use of the feedstock produced at the Matawinie
mineral project; however, the Corporation intends to source raw material from other graphite suppliers from time to time should
market, or operational, conditions so justify.


 


Due
to its modular structure, upon Phase 2 of the Bécancour VAP project successfully reaching name plate capacity, we believe
it will likely be possible for the Corporation to expand its capacity further. Such Phase 3 expansion is currently being analysed
by management, but its implementation has not been agreed to and is entirely speculative at this point in time.


 


		6.	Reliance
on subsection 7.1(2) of Regulation 51-102









 


Not
applicable.





     


     


    



		7.	Omitted
Information



 


Not
applicable.


 


		8.	Executive
Officer



 


For
all additional information, please contact:


 


Mr.
David Torralbo 


Chief
Legal Officer and Corporate Secretary 


Telephone:
(514) 605-6574


 


		9.	Date
of Report



 


May
12, 2021