Exhibit 4.16


 








FINANCIAL STATEMENTS


 


Condensed consolidated interim unaudited financial statements


 


For the three-month period ended March 31, 2021 and 2020


 


(Expressed in thousands of Canadian dollars, except where otherwise
indicated)


 


 


 









    


     


    

 





 


 








TABLE OF CONTENTS





	Consolidated statements of financial position	 	 	1	 
	 	 	 	 	 
	Consolidated statements of loss and comprehensive loss	 	 	2	 
	 	 	 	 	 
	Consolidated statements of changes in equity	 	 	3	 
	 	 	 	 	 
	Consolidated statements of cash flows	 	 	4	 
	 	 	 	 	 
	Notes to condensed consolidated interim financial statements	 	 	5	 




 






    1 


     


    




  


NOUVEAU MONDE GRAPHITE
INC. 


Consolidated statements of financial position 


(Amounts expressed in thousands of Canadian dollars
- unaudited)


 


CONSOLIDATED
STATEMENTS OF FINANCIAL POSITION


 


	 	 	Notes	 	 	As at

 March 31,	 	 	As at 

December 31,	 
	 	 	 	 	 	2021	 	 	2020	 
	ASSETS	 	 	 	 	 	 	 	 	 	 	 	 
	CURRENT	 	 	 	 	 	 	 	 	 	 	 	 
	Cash	 	 	 	 	 	 	34,073	 	 	 	4,520	 
	Grants and other receivables	 	 	 	 	 	 	555	 	 	 	829	 
	Restricted cash	 	 	 	 	 	 	158	 	 	 	158	 
	Sales taxes receivable	 	 	 	 	 	 	1,807	 	 	 	736	 
	Tax credits receivable	 	 	 	 	 	 	3,958	 	 	 	3,958	 
	Prepaid expenses	 	 	 	 	 	 	1,109	 	 	 	215	 
	Total current assets	 	 	 	 	 	 	41,660	 	 	 	10,416	 
	NON-CURRENT	 	 	 	 	 	 	 	 	 	 	 	 
	Tax credits receivable	 	 	 	 	 	 	3,966	 	 	 	3,802	 
	Property and equipment assets	 	 	4	 	 	 	10,019	 	 	 	4,207	 
	Intangible assets	 	 	 	 	 	 	783	 	 	 	920	 
	Right-of-use assets	 	 	5	 	 	 	2,547	 	 	 	1,067	 
	Restricted cash and deposits	 	 	 	 	 	 	767	 	 	 	744	 
	Total non-current assets	 	 	 	 	 	 	18,082	 	 	 	10,740	 
	Total assets	 	 	 	 	 	 	59,742	 	 	 	21,156	 
	LIABILITIES	 	 	 	 	 	 	 	 	 	 	 	 
	CURRENT	 	 	 	 	 	 	9,422	 	 	 	6,988	 
	Accounts payables and accrued liabilities	 	 	 	 	 	 	 	 	 	 	 	 
	Deferred grants	 	 	 	 	 	 	113	 	 	 	1,511	 
	Current portion of lease liabilities	 	 	6	 	 	 	398	 	 	 	295	 
	Borrowings	 	 	7	 	 	 	2,046	 	 	 	1,793	 
	Total current liabilities	 	 	 	 	 	 	11,979	 	 	 	10,587	 
	NON-CURRENT	 	 	 	 	 	 	 	 	 	 	 	 
	Asset retirement obligation	 	 	 	 	 	 	621	 	 	 	621	 
	Borrowings	 	 	7	 	 	 	1,914	 	 	 	-	 
	Lease liabilities	 	 	6	 	 	 	2,174	 	 	 	781	 
	Convertible bond	 	 	 	 	 	 	14,571	 	 	 	14,505	 
	Total non-current liabilities	 	 	 	 	 	 	19,280	 	 	 	15,907	 
	Total liabilities	 	 	 	 	 	 	31,259	 	 	 	26,494	 
	EQUITY (DEFICIENCY)	 	 	 	 	 	 	 	 	 	 	 	 
	Share capital	 	 	8.1	 	 	 	101,923	 	 	 	60,537	 
	Warrants	 	 	8.2	 	 	 	649	 	 	 	867	 
	Contributed surplus	 	 	 	 	 	 	9,991	 	 	 	9,894	 
	Equity component of convertible bond	 	 	 	 	 	 	364	 	 	 	364	 
	Deficit	 	 	 	 	 	 	(84,444	)	 	 	(77,000	)
	Total equity (deficiency)	 	 	 	 	 	 	28,483	 	 	 	(5,338	)
	Total liabilities and equity	 	 	 	 	 	 	59,742	 	 	 	21,156	 
	Commitments	 	 	16	 	 	 	 	 	 	 	 	 
	Subsequent Events	 	 	17	 	 	 	 	 	 	 	 	 






 


APPROVED BY THE BOARD OF DIRECTORS


 


		(s)	Eric Desaulniers – “Director”



		(s)	Daniel Buron – “Director”



 


The accompanying notes are an integral part of the condensed
consolidated interim financial statements.












    2 


     


    








 


 


 


NOUVEAU
MONDE GRAPHITE INC.


Consolidated
statements of loss and comprehensive loss 


(Amounts
expressed in thousands of Canadian dollars, except per share amounts) - unaudited


 


CONSOLIDATED
STATEMENTS OF LOSS AND COMPREHENSIVE LOSS


 


	 	 	 	 	 	For the three-month period ended	 
	 	 	Notes	 	 	March 31, 2021	 	 	March 31, 2020	 
	 	 	 	 	 	$	 	 	$	 
	EXPENSES	 	 	 	 	 	 	 	 	 	 	 	 
	Exploration and evaluation expenses	 	 	9	 	 	 	2,508	 	 	 	3,097	 
	LiBi Anode Plant project expenses	 	 	10	 	 	 	283	 	 	 	552	 
	General and administrative expenses	 	 	11	 	 	 	4,012	 	 	 	1,493	 
	Operating loss	 	 	 	 	 	 	6,803	 	 	 	5,142	 
	Net financial costs	 	 	12	 	 	 	641	 	 	 	96	 
	Net loss and comprehensive loss	 	 	 	 	 	 	7,444	 	 	 	5,238	 
	Basic and diluted loss per share	 	 	8.1	 	 	 	(0.22	)	 	 	(0.20	)
	Weighted average number of shares outstanding	 	 	 	 	 	 	33,893,807	 	 	 	26,178,281	 



 


The
accompanying notes are an integral part of the condensed consolidated interim financial statements.


_______________________________ 


i
Lithium-Ion Battery (“LiB”)


 



    2 


     


    




 


 


 


NOUVEAU MONDE GRAPHITE INC.


Consolidated
statements of changes in equity


(Amounts
expressed in thousands of Canadian dollars, except per share amounts - unaudited)


 


CONSOLIDATED
STATEMENTS OF CHANGES IN EQUITY


 


	 	 		 		 		 		 	Contributed	 	Equity component of	 		 	Total equity	 
	 	 	Notes	 	Number	 	Share capital	 	Warrants	 	surplus	 	convertible bond	 	Deficit	 	(deficiency)	 
	 	 	 	 	 	 	$	 	$	 	$	 	$	 	$	 	$	 
	Balance as at January 1, 2021	 	 	 	27,299,332	 	60,537	 	867	 	9,894	 	364	 	(77,000	)	(5,338	)
	Shares issued from placements	 	8.1	 	1,586,227	 	23,000	 	-	 	-	 	-	 	-	 	23,000	 
	Warrants expired	 	 	 	-	 	-	 	(20	)	20	 	-	 	-	 	-	 
	Warrants exercised	 	8.2	 	7,821,700	 	17,825	 	(198	)	-	 	-	 	-	 	17,627	 
	Options exercised	 	8.3	 	272,001	 	1,168	 	-	 	(408	)	-	 	-	 	760	 
	Shares issued for interest payment	 	 	 	76,635	 	797	 	-	 	-	 	-	 	-	 	797	 
	Share-based compensation	 	8.3	 	 	 	-	 	-	 	485	 	-	 	-	 	485	 
	Share issue costs	 	 	 	-	 	(1,404	)	-	 	-	 	-	 	-	 	(1,404	)
	Net loss and comprehensive loss	 	 	 	-	 	-	 	-	 	-	 	-	 	(7,444	)	(7,444	)
	Balance as at March 31, 2021	 	 	 	37,055,895	 	101,923	 	649	 	9,991	 	364	 	(84,444	)	28,483	 



 


		Notes	 	Number	 	Share capital	 	Warrants	 	Contributed surplus	 	Deficit	 	Total equity	 
	 	 	 	 	 	$	 	$	 	$	 	$	 	$	 
	Balance as at January 1, 2020	 	 	26,178,281	 	56,184	 	2,224	 	7,368	 	(59,022	)	6,754	 
	Share-based compensation	 	 	-	 	-	 	-	 	61	 	 	 	61	 
	Net loss and comprehensive loss	 	 	-	 	-	 	-	 	-	 	(5,238	)	(5,238	)
	Balance as at March 31, 2020	 	 	26,178,281	 	56,184	 	2,224	 	7,429	 	(64,260	)	1,577	 



 


The
accompanying notes are an integral part of the condensed consolidated interim financial statements.


 






    3 


     


    

 






 


 


NOUVEAU MONDE GRAPHITE
INC.





Consolidated statements of cash flows





(Amounts
expressed in thousands of Canadian dollars - unaudited)


 





CONSOLIDATED
STATEMENTS OF CASH FLOWS


 


	 	 	 	 	 	For the three-month period ended	 
	 	 	Notes	 	 	March
31, 2021
	 	 	March 31, 2020 	 
	 	 	 	 	 	$	 	 	$	 
	OPERATING ACTIVITIES	 	 	 	 	 	 	 	 	 	 	 	 
	Net loss	 	 	 	 	 	 	(7,444	)	 	 	(5,238	)
	Depreciation and amortization	 	 	4	 	 	 	291	 	 	 	298	 
	Unrealized foreign exchange gain	 	 	 	 	 	 	(15	)	 	 	-	 
	Loss on disposal of investment	 	 	 	 	 	 	-	 	 	 	4	 
	Share-based compensation	 	 	8.3	 	 	 	485	 	 	 	61	 
	Financial costs	 	 	 	 	 	 	652	 	 	 	59	 
	Net change in working capital	 	 	13	 	 	 	(4,159	)	 	 	1,922	 
	Cash flows used in operating activities	 	 	 	 	 	 	(10,190	)	 	 	(2,894	)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	INVESTING ACTIVITIES	 	 	 	 	 	 	 	 	 	 	 	 
	Additions to property, plant, and equipment assets	 	 	4	 	 	 	(2,852	)	 	 	(149	)
	Restricted cash and deposits	 	 	 	 	 	 	(23	)	 	 	(142	)
	Tax credits and grants received	 	 	 	 	 	 	1,686	 	 	 	-	 
	Cash flows used in investing activities	 	 	 	 	 	(1,189	)	 	(291	)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	FINANCING ACTIVITIES	 	 	 	 	 	 	 	 	 	 	 	 
	Proceeds from the issuance of placements	 	 	 	 	 	 	23,000	 	 	 	-	 
	Proceeds from debt, net of issue costs	 	 	 	 	 	 	1,025	 	 	 	2,000	 
	Repayment of borrowings and lease liabilities	 	 	6 & 7	 	 	 	(102	)	 	 	(127	)
	Proceeds from the exercise of warrants	 	 	8.2	 	 	 	17,627	 	 	 	-	 
	Proceeds from the exercise of stock options	 	 	8.3	 	 	 	760	 	 	 	-	 
	Share issue costs	 	 	 	 	 	 	(1,378	)	 	 	-	 
	Cash flows from financing activities	 	 	 	 	 	40,932	 	 	1,873	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net change in cash	 	 	 	 	 	 	29,553	 	 	 	(1,312	)
	Cash at the beginning of the period	 	 	 	 	 	 	4,520	 	 	 	4,077	 
	Cash at the end of the period	 	 	 	 	 	34,073	 	 	2,765	 
	Additional information	 	 	13	 	 	 	 	 	 	 	 	 




 


The accompanying notes are an integral part of the condensed consolidated
interim financial statements.


 






    4


     


    

 


 


 





  NOUVEAU
MONDE GRAPHITE INC.








Notes to condensed consolidated interim financial
statements





(Amounts
expressed in thousands of Canadian dollars, except per share amounts - unaudited)


 





NOTES
TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS


 


1. NATURE OF OPERATIONS AND LIQUIDITY RISK


 


Nouveau Monde Graphite Inc. (the “Company”)
was established on December 31, 2012, under the Canada Business Corporations Act. The Company specializes in exploration, evaluation
and development of mineral properties located in Québec and is developing a natural graphite-based anode material that would qualify
as battery-grade material to supply the lithium-ion industry.


 


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. The Company’s
registered office is located at 331 Brassard Street, Saint-Michel-des-Saints, Québec, Canada, J0K 3B0.


 


As at March 31, 2021, the Company had
a positive working capital of $29,681, had an accumulated deficit of $84,444, and had incurred a loss of $7,444 for the three-month period
then ended. Working capital included current tax credits receivable of $3,958 and cash of $34,073.


 


With
the financing completed in the first quarter of 2021 and the exercise of warrants during the same period, 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.


 


2. BASIS OF PREPARATION AND STATEMENT OF COMPLIANCE


 


The Company’s condensed consolidated
interim financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”)
published by the International Accounting Standards Board (“IASB”), including IAS 34 Interim Financial Reporting, and
also using the same accounting policies and procedures as those used for the Company’s audited consolidated financial statements
as at December 31, 2020. These condensed consolidated interim financial statements do not include all the disclosures and notes required
for annual consolidated financial statements and should therefore be read with the Company’s audited consolidated financial statements
as at December 31, 2020, which have been prepared in accordance with IFRS.


 


The condensed consolidated interim financial
statements for the three-month period ended March 31, 2021 (including comparative statements) were approved and authorized for publication
by the Board of Directors on May 13, 2021.


 


3. ESTIMATES, JUDGEMENTS AND ASSUMPTIONS


 


In preparing its condensed consolidated
interim financial statements, management makes several judgements, estimates and assumptions about the recognition and measurement of
assets, liabilities, revenues, and expenses.


 


Information about the significant estimates
and assumptions that have the greatest impact on the recognition and measurement of assets, liabilities, revenues, and expenses is presented
below. Actual results may differ significantly.


 


Technical Feasibility and Commercial Viability


 


The establishment of technical feasibility
and commercial viability of a mineral property is assessed based on a combination of factors. By its nature, this assessment requires
significant judgment.


 












    5


     


    

 


 


 


NOUVEAU MONDE GRAPHITE INC.





Notes to condensed consolidated interim financial
statements





(Amounts
expressed in thousands of Canadian dollars, except per share amounts - unaudited)


 


Following the events
of the quarter ended March 31, including the receipt of the decree for the Matawinie Project, management determined that the technical
feasibility and commercial viability for the Matawinie Project was established as at March 31, 2021 and as a result, the project will
exit the exploration and evaluation stage in the quarter ending June 30, 2021.


 


COVID-19 impact


 


The duration and full financial effect
of the COVID-19 pandemic is unknown at this time, as are the measures taken by governments, companies, and others to attempt to reduce
the spread of COVID-19. Any estimate of the length and severity of these developments is therefore subject to significant uncertainty,
and accordingly estimates of the extent to which the COVID-19 may materially and adversely affect the Company's operations, financial
results and condition in future periods are also subject to significant uncertainty. As at March 31, 2021, the demonstration plant in
Saint-Michel-des- Saints was producing graphite flakes similarly to pre-COVID-19 levels, activities related to the detail engineering
of the mine and concentrator continues to advance, and the construction of the demonstration plant for the LiB Anode Project in Bécancour
continues to make significant progress. However, in the current environment, the assumptions and judgements made by the Company are subject
to greater variability than normal, which could, in the future, significantly affect judgments, estimates and assumptions made by management
as they relate to potential impact of the COVID-19.


 






    6


     


    

 












 


	 	NOUVEAU MONDE GRAPHITE INC.
	 	Notes to condensed consolidated interim financial statements
	 	(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)
	 




 


4. PROPERTY AND EQUIPMENT


 


	 	 	For the three-month period ended March 31, 2021	 
	 	 	Land	 	 	Buildings	 	 	Equipment	 	 	Computers	 	 	Furniture	 	 	Rolling stock	 	 	Assets
                                            under
 construction 
	 	 	Total	 
	 	 	$	 	 	$	 	 	$	 	 	$	 	 	$	 	 	$	 	 	$	 	 	$	 
	COST	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance as at January 1, 2021	 	 	507	 	 	 	2,642	 	 	 	-	 	 	 	56	 	 	 	70	 	 	 	24	 	 	 	1,206	 	 	 	4,505	 
	Acquisition	 	 	1,726	 	 	 	40	 	 	 	131	 	 	 	34	 	 	 	-	 	 	 	-	 	 	 	3,917	 	 	 	5,848	 
	Balance as at March 31, 2021	 	 	2,233	 	 	 	2,682	 	 	 	131	 	 	 	90	 	 	 	70	 	 	 	24	 	 	 	5,123	 	 	 	10,353	 
	ACCUMULATED DEPRECIATION	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance as at January 1, 2021	 	 	-	 	 	 	219	 	 	 	-	 	 	 	39	 	 	 	32	 	 	 	8	 	 	 	-	 	 	 	298	 
	Depreciation	 	 	-	 	 	 	26	 	 	 	2	 	 	 	4	 	 	 	3	 	 	 	1	 	 	 	-	 	 	 	36	 
	Balance as at March 31, 2021	 	 	-	 	 	 	245	 	 	 	2	 	 	 	43	 	 	 	35	 	 	 	9	 	 	 	-	 	 	 	334	 
	Net book value as at March 31, 2021	 	 	2,233	 	 	 	2,437	 	 	 	129	 	 	 	47	 	 	 	35	 	 	 	15	 	 	 	5,123	 	 	 	10,019	 



 





 


	 	 	For the year ended December 31, 2020	 
	 	 	Land	 	 	Buildings	 	 	Equipment	 	 	Computers	 	 	Furniture	 	 	Rolling stock	 	 	Assets under
 construction
	 	 	Total	 
	 	 	$	 	 	$	 	 	$	 	 	$	 	 	$	 	 	$	 	 	$	 	 	$	 
	COST	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance as at January 1, 2020	 	 	467	 	 	 	2,430	 	 	 	63	 	 	 	47	 	 	 	70	 	 	 	9	 	 	 	-	 	 	 	3,086	 
	Acquisition	 	 	40	 	 	 	212	 	 	 	-	 	 	 	9	 	 	 	-	 	 	 	15	 	 	 	1,206	 	 	 	1,482	 
	Write-Off/Disposals	 	 	-	 	 	 	-	 	 	 	(63	)	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	(63	)
	Balance as at December 31, 2020	 	 	507	 	 	 	2,642	 	 	 	-	 	 	 	56	 	 	 	70	 	 	 	24	 	 	 	1,206	 	 	 	4,505	 
	ACCUMULATED DEPRECIATION	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance as at January 1, 2020	 	 	-	 	 	 	118	 	 	 	59	 	 	 	14	 	 	 	19	 	 	 	4	 	 	 	-	 	 	 	214	 
	Depreciation	 	 	-	 	 	 	101	 	 	 	2	 	 	 	25	 	 	 	13	 	 	 	4	 	 	 	-	 	 	 	145	 
	Write-Off/Disposals	 	 	-	 	 	 	-	 	 	 	(61	)	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	(61	)
	Balance as at December 31, 2020	 	 	-	 	 	 	219	 	 	 	-	 	 	 	39	 	 	 	32	 	 	 	8	 	 	 	-	 	 	 	298	 
	Net book value as at December 31, 2020	 	 	507	 	 	 	2,423	 	 	 	-	 	 	 	17	 	 	 	38	 	 	 	16	 	 	 	1,206	 	 	 	4,207	 




 


 


The construction in progress is comprised of deposits on equipment
and is presented net of $1,748 in grants ($732 in 2020).


 






    7 


     


    

 





	 	NOUVEAU MONDE GRAPHITE INC.
	 	Notes to condensed consolidated interim financial statements
	 	(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)


 


5. RIGHT-OF-USE ASSETS


 


	 	 	For the three-month period ended March 31, 2021	 
	 	 	Buildings	 	 	Equipment	 	 	Rolling stocks	 	 	Total	 
	 	 	$	 	 	$	 	 	$	 	 	$	 
	COST	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	As at January 1, 2021	 	 	1,297	 	 	 	339	 	 	 	273	 	 	 	1,909	 
	New leases	 	 	1,598	 	 	 	-	 	 	 	-	 	 	 	1,598	 
	End of leases	 	 	(247	)	 	 	(312	)	 	 	(109	)	 	 	(668	)
	As at March 31, 2021	 	 	2,648	 	 	 	27	 	 	 	164	 	 	 	2,839	 
	ACCUMULATED DEPRECIATION	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	As at January 1, 2021	 	 	386	 	 	 	321	 	 	 	135	 	 	 	842	 
	Depreciation	 	 	104	 	 	 	2	 	 	 	12	 	 	 	118	 
	End of leases	 	 	(247	)	 	 	(312	)	 	 	(109	)	 	 	(668	)
	As at March 31, 2021	 	 	243	 	 	 	11	 	 	 	38	 	 	 	292	 
	Net book value as at March 31, 2021	 	 	2,405	 	 	 	16	 	 	 	126	 	 	 	2,547	 




 


	 	 	For the year ended December 31, 2020	 
	 	 	Buildings	 	 	Equipment	 	 	Rolling stocks	 	 	Total	 
	 	 	$	 	 	$	 	 	$	 	 	$	 
	COST	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	As at January 1, 2020	 	 	457	 	 	 	339	 	 	 	158	 	 	 	954	 
	New leases	 	 	840	 	 	 	-	 	 	 	-	 	 	 	840	 
	Remeasurement of lease	 	 	-	 	 	 	-	 	 	 	115	 	 	 	115	 
	As at December 31, 2020	 	 	1,297	 	 	 	339	 	 	 	273	 	 	 	1,909	 
	ACCUMULATED DEPRECIATION	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	As at January 1, 2020	 	 	157	 	 	 	167	 	 	 	67	 	 	 	391	 
	Depreciation	 	 	229	 	 	 	154	 	 	 	68	 	 	 	451	 
	As at December 31, 2020	 	 	386	 	 	 	321	 	 	 	135	 	 	 	842	 
	Net book value as at December 31, 2020	 	 	911	 	 	 	18	 	 	 	138	 	 	 	1,067	 




 


Included in the depreciation of right-of
-use assets for the period is $53 ($93 in 2020) that have been included under the Evaluation and exploration expenses and $41 (Nil in
2020) under the LiB Anode Plant project expenses line in the consolidated statements of loss and comprehensive loss.


 






    8 


     


    

 



 


			 	NOUVEAU
                                            MONDE GRAPHITE INC.




Notes to condensed consolidated interim financial
statements



(Amounts
expressed in thousands of Canadian dollars, except per share amounts - unaudited)


 


	6.  LEASE LIABILITIES	 	 	 	 	 	 
	 	 	For the three-month period ended	 	 	For the year ended	 
	 	 	March 31, 2021	 	 	December 31, 2020	 
	 	 	$	 	 	$	 
	Opening balance	 	 	1,076	 	 	 	609	 
	New liabilities and modifications of leases	 	 	1,598	 	 	 	955	 
	Principal repayment	 	 	(102	)	 	 	(488	)
	Ending balance	 	 	2,572	 	 	 	1,076	 
	Current portion	 	 	398	 	 	 	295	 
	Non-current portion	 	 	2,174	 	 	 	781	 




 


7. BORROWINGS


 


	 	 	For the three-month period ended	 	 	For the year ended	 
	 	 	March 31, 2021	 	 	December 31, 2020	 
	 	 	$	 	 	$	 
	Opening balance	 	 	1,793	 	 	 	4,502	 
	Proceeds	 	 	2,162	 	 	 	3,803	 
	Repayment	 	 	-	 	 	 	(2,419	)
	Issue costs	 	 	-	 	 	 	(21	)
	Accretion of issue costs	 	 	5	 	 	 	25	 
	Interest capitalized	 	 	-	 	 	 	209	 
	Debts settled in exchange of Royalty	 	 	-	 	 	 	(4,306	)
	Ending balance	 	 	3,960	 	 	 	1,793	 
	Current portion	 	 	2,046	 	 	 	1,793	 
	Non-current portion	 	 	1,914	 	 	 	-	 




 


During the three-month period ended March
31, 2021, the Company paid a total of $27 ($36 for the first quarter of 2020) of interest to its lenders.


 


On January 29, 2021, the Company financed
the purchase of a land located in Bécancour, Québec, through a financing agreement with the vendor, for a total of $1,137.
The financed portion bears interest at 8% per annum and shall be repaid by December 2025. The Company may pay the balance of payment,
in whole or in part, at any time without penalty.


 


During March 2021, the Company received
$1.35M as part of a repayable contribution agreement with the Canada Economic Development for Quebec Regions. This contribution agreement
bears no interest and will be repayable in 60 equal monthly installments starting September 2023. The loan was measured at the present
value of all future payments discounted using a 5.50% interest rate, thus resulting in a loan valued at $1,025. The difference between
the carrying value of the contribution and the discounted loan valued was recognized as a grant of $325.


 


8. EQUITY


 


8.1 SHARE CAPITAL


 


Authorized share capital


 


Unlimited
number of common shares voting and participating, with no par value.


 


On January 20, 2021, the Company concluded
a bought deal public offering agreement with BMO Capital Markets for 1,034,500 common shares, at a price of $14.50 per Common Share for
gross proceeds of approximately $15M. The Company has granted BMO an option to purchase an additional 155,175, representing 15% of the
number of Common Shares issued. BMO exercised their 15% option in full in the same month, for a proceed of $2.3M. The total proceeds obtained
from this bought deal sums to approximately $17.3M.


 






    9 


     


    

 


		 		NOUVEAU MONDE GRAPHITE INC.



Notes to condensed consolidated interim financial
statements


(Amounts
expressed in thousands of Canadian dollars, except per share amounts - unaudited)


 


On February 12, 2021, the Company closed
a private placement equity financing totalizing $5.8M and the Company issued a total of 396,552 common shares at a price of $14.50 per
common share. Of this amount, Investissement Québec, acting as mandatory for the government of Québec, subscribed for 317,241
common shares, and Pallinghurst subscribed for the remainder of the common shares.


 


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 information
with respect to shares and share-based instruments and related per share amounts have been retrospectively adjusted on a 1:10 basis accordingly.


 


8.2 WARRANTS


 


	 	 	For the three-month period ended	 	 	For the year ended	 
	 	 	March 31, 2021	 	 	December 31, 2020	 
	 	 		 	 	Weighted average	 	 		 	 	Weighted average	 
	 	 	Number	 	 	exercise price	 	 	Number	 	 	exercise price	 
	 	 	 	 	 	$	 	 	 	 	 	$	 
	Opening balance	 	 	7,853,439	 	 	 	2.26	 	 	 	2,676,614	 	 	 	3.80	 
	Issued	 	 	-	 	 	 	-	 	 	 	7,500,000	 	 	 	2.20	 
	Exercised	 	 	(7,821,700	)	 	 	2.25	 	 	 	(872,291	)	 	 	3.50	 
	Expired	 	 	(31,739	)	 	 	3.50	 	 	 	(1,450,884	)	 	 	4.00	 
	Ending balance	 	 	-	 	 	 	-	 	 	 	7,853,439	 	 	 	2.26	 




 


8.3 SHARE-BASED PAYMENTS


 


The Board of Directors determines the
price per common share and the number of common shares which may be allocated to each director, officer, employee and consultant and all
other terms and conditions of the option, subject to the rules of the TSXV. The plan has a policy that caps the maximum of total options
that can be granted to 10% of the total outstanding shares of the Company.


 


All share-based payments will be settled
in equity. The Company has no legal or contractual obligation to repurchase or settle the options in cash.


 


The Company’s share options are as follows:


 


	 	 	For the three-month period ended	 	 	For the year ended	 
	 	 	March 31, 2021	 	 	December 31, 2020	 
	 	 		 	 	Weighted average	 	 		 	 	Weighted average	 
	 	 	Number	 	 	exercise price	 	 	Number	 	 	exercise price	 
	 	 	 	 	 	$	 	 	 	 	 	$	 
	Opening balance	 	 	2,400,000	 	 	 	3.20	 	 	 	1,582,500	 	 	 	2.80	 
	Granted	 	 	100,000	 	 	 	12.90	 	 	 	1,192,500	 	 	 	3.64	 
	Exercised	 	 	(272,001	)	 	 	2.79	 	 	 	(145,000	)	 	 	3.05	 
	Expired	 	 	-	 	 	 	-	 	 	 	(230,000	)	 	 	2.66	 
	Ending balance	 	 	2,227,999	 	 	 	3.68	 	 	 	2,400,000	 	 	 	3.20	 
	Options that can be exercised	 	 	1,778,000	 	 	 	3.73	 	 	 	2,000,000	 	 	 	3.37	 




 


For the three-month period ended March 31, 2021, the Company granted
100,000 options to an officer.


 


The weighted average fair value of the
share options granted were estimated using the Black-Scholes option pricing model based on the following average assumptions:


 


		●	Stock price when granted: $12.90



 


		●	Expected life: 5 years



 


		●	Volatility: 63%



 


		●	Risk-free rate: 0.41%



 


		●	Expected dividend: nil



 






    10 


     


    

 





		 		NOUVEAU MONDE GRAPHITE INC.



Notes to condensed consolidated interim financial
statements 


(Amounts
expressed in thousands of Canadian dollars, except per share amounts - unaudited)


 


9. EXPLORATION AND EVALUATION EXPENSES


 


	 	 	For the three-month period	 	 	For the three-month period	 
	 	 	ended March 31, 2021	 	 	ended March 31, 2020	 
	 	 	$	 	 	$	 
	Wages and benefits	 	 	784	 	 	 	724	 
	Share-based compensation	 	 	-	 	 	 	23	 
	Engineering	 	 	1,170	 	 	 	1,122	 
	Professional fees	 	 	32	 	 	 	214	 
	Materials, consumables, and supplies	 	 	63	 	 	 	358	 
	Subcontracting	 	 	393	 	 	 	564	 
	Geology and drilling	 	 	42	 	 	 	114	 
	Utilities	 	 	91	 	 	 	154	 
	Depreciation and amortization	 	 	53	 	 	 	93	 
	Other	 	 	44	 	 	 	128	 
	Tax credits	 	 	(164	)	 	 	(397	)
	Exploration and evaluation expenses	 	 	2,508	 	 	 	3,097	 




 


The exploration and evaluation expenses
relate to the Matawinie Property in Quebec. The wages and benefits are net of the grants received as part of the Canada Emergency Wage
Subsidy program of $168 in 2021 (nil in first quarter of 2020).


 


10.
LIB ANODE PLANT PROJECT EXPENSES


 


	 	 	For the three-month	 	 	For the three-month	 
	 	 	period ended March 31,2021 	 	 	period ended March 31, 2020	 
	 	 	$	 	 	$	 
	Wages and benefits	 	 	127	 	 	 	193	 
	Engineering	 	 	66	 	 	 	747	 
	Professional fees	 	 	90	 	 	 	86	 
	Materials, consumables, and supplies	 	 	176	 	 	 	6	 
	Subcontracting	 	 	40	 	 	 	163	 
	Depreciation and amortization	 	 	41	 	 	 	-	 
	Other	 	 	3	 	 	 	11	 
	Grants	 	 	(260	)	 	 	(654	)
	LiB anode plant project expenses	 	 	283	 	 	 	552	 




 


The LiB Anode Plant expenses relate to
the costs incurred to develop an advanced materials plant in Bécancour, Québec and the second transformation process. The
wages and benefits are net of the grants received as part of the Canada Emergency Wage Subsidy program of $23 in 2021 (nil in first quarter
of 2020).


 


11. GENERAL AND ADMINISTRATIVE EXPENSES


 


	 	 	For the three-month	 	 	For the three-month	 
	 	 	period ended March 31, 2021	 	 	period
ended March 31, 2020
	 
	 	 	$	 	 	$	 
	Wages and benefits	 	 	1,260	 	 	 	562	 
	Share-based compensation	 	 	485	 	 	 	38	 
	Professional fees	 	 	1,132	 	 	 	301	 
	Consulting fees	 	 	280	 	 	 	48	 
	Travelling, representation and convention	 	 	126	 	 	 	127	 
	Office and administration	 	 	241	 	 	 	177	 
	Stock exchange, authorities, and communication	 	 	283	 	 	 	1	 
	Depreciation and amortization	 	 	197	 	 	 	207	 
	Other financial fees	 	 	8	 	 	 	32	 
	General and administrative expenses	 	 	4,012	 	 	 	1,493	 




 






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	NOUVEAU MONDE GRAPHITE INC.
	 	Notes to condensed consolidated interim financial statements
	 	(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)


 













12. NET FINANCIAL COSTS


 


	 	 	For the three-month period	 	 	For the three-month period	 
	 	 	ended March 31, 2021	 	 	ended March 31, 2020	 
	 	 	$	 	 	$	 
	Unrealized foreign exchange loss (gain)	 	 	(10	)	 	 	8	 
	Interest income	 	 	(44	)	 	 	(20	)
	Interest expense on lease liabilities	 	 	30	 	 	 	9	 
	Accretion and interest on borrowings and bond	 	 	660	 	 	 	95	 
	Accretion of issue costs	 	 	5	 	 	 	-	 
	Loss on disposal of investment	 	 	-	 	 	 	4	 
	Net financial costs	 	 	641	 	 	 	96	 



 


13. ADDITIONAL CASH FLOW INFORMATION


 





	 	 	For the three-month period 	 	 	For the three-month
    period 	 
	 	 	ended
    March 31, 2021	 	 	
    ended March 31, 2020	 
	 	 	$	 	 	$	 
	Grants receivable	 	 	336	 	 	 	62	 
	Deferred grants	 	 	(1,398	)	 	 	1,581	 
	Mining tax credits	 	 	(164	)	 	 	(397	)
	Sales taxes receivable	 	 	(1,071	)	 	 	(24	)
	Prepaid expenses	 	 	(894	)	 	 	174	 
	Accounts payable and accrued liabilities	 	 	(968	)	 	 	526	 
	Total net change in working capital	 	 	(4,159	)	 	 	(1,922	)
	 	 	 	 	 	 	 	 	 
	Items not affecting cash	 	 	 	 	 	 	 	 
	Property  and  equipment  included  in  accounts payable and accrued liabilities	 	 	3,607	 	 	 	-	 



 


14. RELATED PARTY TRANSACTIONS


 


During the three-month period ended March
31, 2021, share-based compensation expenses for key management personnel totalled $462 (nil as at March 31, 2020).


 


From the equity financing closed on January
20, 2021 (see note 8.1) Pallinghurst purchased 237,932 common shares at a price of $14.50.


 


In January 2021, the Company issued 76,635
shares in repayment of accrued interests of $797 as at December 31, 2020 on the convertible bond concluded with Pallinghurst.


 


On February 12, 2021, the Company closed an equity financing
in the amount of $5.8M where the Company issued a total of 396,552 common shares at a price of $14.50 per common share. Of this amount,
Investissement Québec, acting as mandatory for the government of Québec, subscribed for 317,241 common shares, and Pallinghurst
subscribed for the remainder of the common shares.


 


As at March 31, 2021, the Company had accrued interests payable
to Pallinghurst of $565 in connection with its convertible bond.


 






    12 


     


    

 





	 	 	NOUVEAU MONDE GRAPHITE INC.
	 	Notes to condensed consolidated interim financial statements
	 	(Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)


 


15. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT


 


FINANCIAL RISKS


 


The Company is exposed to various financial
risks resulting from its operations. The Company does not enter into derivative financial instruments for speculative purposes.


 


The main financial risks to which the Company is exposed as well as
its policies for managing such risk are detailed below:


 


Liquidity risk


 


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 because 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 March 31, 2021, all of the Company’s
short-term liabilities totalled $11,979 ($10,587 as at December 31, 2020), 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 the first quarter of 2021 and the exercise of warrants during the same period, management believes that
the Company has sufficient funds to meet its obligation and planned expenditures for the ensuing twelve months as they fall due (see note
1).


 





	 	 	As
    at March 31, 2021	 
	 	 	Carrying	 	 	Contractual	 	 	Remainder	 	 		 	 		 	 	2024 and	 
	 	 	amount	 	 	cash
    flows	 	 	of
    the year	 	 	Year 2022	 	 	Year 2023	 	 	forward	 
	Account payables
    and accrued liabilities	 	 	9,422	 	 	 	9,422	 	 	 	9,422	 	 	 	-	 	 	 	-	 	 	 	-	 
	Lease liabilities	 	 	2,572	 	 	 	3,101	 	 	 	390	 	 	 	432	 	 	 	412	 	 	 	1,867	 
	Borrowings	 	 	3,960	 	 	 	3,965	 	 	 	199	 	 	 	2,010	 	 	 	225	 	 	 	1,531	 
	Convertible bond	 	 	14,571	 	 	 	20,843	 	 	 	1,861	 	 	 	2,427	 	 	 	16,555	 	 	 	-	 



 


Credit risk


 


Credit risk results from the possibility
that a loss may occur from the failure of another party to perform according to the terms of the contract. The Company’s credit
risk is primarily related to receivables and cash. The receivables consist mainly of the refund of the goods and services tax receivable
from the governments of Canada and Quebec, as well as tax credits receivable from the Government of Quebec. The Company mitigates credit
risk by maintaining cash with Canadian chartered banks.


 


Currency risk


 


Given that most of the Company’s
expenditures are in Canadian dollars, the currency risk exposure is limited by maintaining its cash in Canadian dollars. The Company periodically
carries a portion of its accounts payable and accrued liabilities in US dollars and Euros and is subject to currency risk on these balances.
However, the Company considers this risk to be minimal.


 


16. COMMITMENTS


 


LiB Anode Plant Project


 


As at March 31, 2021, the Company has commitments of $9,922 related
to the ongoing LiB Anode Project.


 


17. SUBSEQUENT EVENTS


 


No subsequent event up to May 13th, 2021.


 






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