Exhibit 4.7


 


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



 


February 1st,
2021


 


		3.	News
                                            Release



 


A news release, in French
and English versions, was issued on February 1st, 2021 through Globe Newswire and filed on SEDAR.


 


		4.	Summary
                                            of Material Change



 


The Corporation announced
the strengthening of its balance sheet with a $16.5M cash investment by the shareholders of Pallinghurst Graphite International Limited
(“Pallinghurst”) following exercise of warrants.


 


		5.	Full
                                            Description of Material Change



 


The Corporation announced
that the further advancement of its business plan, strong market conditions and continued confidence and support from Pallinghurst, its
most important investor, have enabled the Corporation to receive a $16.5M cash investment following the exercise of previously-issued
warrants. As of February 1st, 2021, management was of the view that the Corporation was sufficiently funded for this
year’s further development of its mining and value-added projects with a cash position as of February 1st, 2021
of $34M. In addition, the Corporation expects to raise additional equity funding of up to $5.75M in February, assuming the successful
closing of the private placement announced on January 13, 2021 by press release.


 


An amount of $16.5M was
received via the exercise of 75M warrants originally issued to Pallinghurst. Pallinghurst transferred those warrants to all of its shareholders
on January 29, 2021. The Corporation received exercise forms signed by all of the warrant-holders, including Messrs. Arne H.
Frandsen and Chris Shepherd, directors of the Corporation.


 


On January 22,
2021, Pallinghurst filed on SEDAR a Form 45-102F1 disclosing its intention to distribute the warrants to its shareholders on a
pro-rata basis of their holding. Following the transfer of the warrants, and as of February 1st, 2021, Pallinghurst
owns 55,495,667 common shares of the Corporation, representing 15.2% of the issued and outstanding common shares of the Corporation,
and holds a $15M convertible bond. Assuming the conversion in whole of the convertible bond, Pallinghurst would own 130,495,667
common shares representing 29.7% of the issued and outstanding common shares of the Corporation.


 






     


     


    

 


The proceeds of the warrant
exercise will be used for the Bécancour value added graphite project development, the Matawinie mine and concentrator detailed
engineering, and general and administrative expenses of the Corporation.


 


		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



 


February 9, 2021