Exhibit
4.10


 


SCHEDULE 51-102F3


 


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 24, 2021


 


		3.	News Release 



 


A news release, in French and English
versions, was issued on March 24, 2021 through Globe Newswire and filed on SEDAR.


 


		4.	Summary of Material Change 



 


The Corporation announced share consolidation
in further preparation for potential U.S. listing, following overwhelming shareholders' support.


 


		5.	Full Description of Material Change 



 


The Corporation announced that, in
connection with its previously announced evaluation of an additional listing of the Corporation's common shares (the "Common Shares")
on a U.S. stock exchange, and following the approval of its shareholders by a majority of 98.43%, the Corporation is implementing a consolidation
of its outstanding Common Shares on the basis of one new Common Share for every ten outstanding Common Shares as of March 24, 2021 (the
 "Consolidation Ratio").


 


The Consolidation Ratio was
determined by the Corporation's Board of Directors in accordance with the parameters authorized by the Corporation's shareholders at
the Corporation's special meeting of shareholders held on March 23, 2021. The consolidation took effect on March 24, 2021, and the
Common Shares are expected to commence trading on the TSX Venture Exchange on a post-consolidation basis beginning at the open of
markets on or about March 31, 2021. Immediately prior to the consolidation, there were 370,558,932 Common Shares issued and
outstanding, and it is expected that there will be 37,055,893 Common Shares issued and outstanding following the consolidation,
subject to rounding for any fractional Common Shares. No fractional Common Shares will be issued as a result of the consolidation
and the number of post-consolidation Common Shares to be received by a shareholder will be rounded up, in the case of a fractional
interest that is 0.5 or greater, or rounded down, in the case of a fractional interest that is less than 0.5, to the nearest whole
number of Common Shares that such holder would otherwise be entitled to receive upon the implementation of the consolidation.


 






     


     


    

 


Holders of Common Shares who hold
uncertificated Common Shares (that is Common Shares held in book-entry form and not represented by a physical Common Shares certificate),
either as registered holders or beneficial owners, will have their existing book-entry account(s) electronically adjusted by the Corporation's
transfer agent or, for beneficial shareholders, by their brokerage firms, banks, trusts, or other nominees that hold in street name for
their benefit. Such holders do not need to take any additional actions to exchange their pre-consolidation Common Shares for post-consolidation
Common Shares.


 


Registered shareholders holding Common
Shares certificates will be mailed a letter of transmittal advising of the consolidation and instructing them to surrender their Common
Shares certificates representing pre-consolidation Common Shares for replacement certificates or a direct registration advice representing
their post-consolidation Common Shares. Until surrendered for exchange, following the effective date of the consolidation, March 24, 2021,
each Common Shares certificate formerly representing pre-consolidation Common Shares will be deemed to represent the number of whole post-consolidation
Common Shares to which the holder is entitled as a result of the consolidation.


 


		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 



 


March 25, 2021