Exhibit 4.8


 


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
10, 2021


 


		3.	News
                                         Release 



 


A
news release, in French and English versions, was issued on February 10, 2021 through Globe Newswire and filed on SEDAR.


 


		4.	Summary
                                         of Material Change 



 


The
Corporation announced that it has reached a key milestone by receiving authorization from the Government of Québec to build
what is set to become the western world’s largest graphite mine.


 


		5.	Full
                                         Description of Material Change 



 


The
Corporation announced that, following a rigorous environmental review, the Government of Québec issued a ministerial decree
authorizing the Corporation’s Matawinie mining project for a 100,000-tpa high-purity graphite concentrate production (the
 “Decree”). Located only 150 km north of Montréal, the Corporation’s world-class deposit constitutes
the largest projected graphite operation in North America and Europe and is expected to become the world’s first all-electric
open-pit mine.


 


Since
the filing of its bankable feasibility study, the Corporation has invested time and effort to meticulously plan mining and environmental
engineering, master the ore metallurgical process to reach 97% purity after simple flotation, de-risk its operation through its
demonstration plant, and actively engage with the local community of Saint-Michel-des-Saints and the Atikamekw First Nation to
secure a social license to operate.


 


The
Decree provides the Corporation with the operational criteria and final design parameters to launch construction activities. From
mining development and environmental engineering to metallurgy and project management, the Corporation has assembled an experienced
team with a comprehensive skillset to finalize the robust project schedule, pay close attention to cost control and deliver sound
execution.



     


    


    







Through
an innovative coordination table set up by the Government of Québec, the Corporation has worked collaboratively with various
authorities over the past months to prepare the permitting process. Hence, the Corporation plans to start early works at the mining
site as of the second quarter 2021, and full construction is expected to be launched in the third quarter 2021 once permits and
authorisations are finalized. The project timeline places commissioning activities and start-up of commercial production in 2023,
in time to meet the growing demand of battery manufacturers.


 


Setting
new standards for mining


 


The
Corporation is working towards developing an operation that can provide the volumes required by major auto OEMs and battery manufacturers;
the most recent estimates indicate 120.3 Mt combined measured and indicated resources at a 4.26% Cg grade. Geological knowledge
of the Matawinie property paired with experience in extracting and concentrating the ore at the Corporation’s demonstration
plant have significantly de-risked the project.


 


The
Corporation has also integrated the following forward-looking and innovative environmental initiatives to limit the project’s
footprint and protect local biodiversity:


 


		•	an
                                         integrated onsite water management system guaranteeing constant monitoring and treatment
                                         that meet the highest quality standards;



 


		•	co-disposal
                                         of tailings and waste rock in line with requirements of the best practices such as The
                                         Global Tailings Review, the International Network for Acid Prevention and the Canadian
                                         Mine Environment Neutral Drainage Program. This management solution helps avoid acid
                                         mine drainage, provides greater environmental safety in the long term and reduces the
                                         infrastructure’s footprint;



 


		•	progressive
                                         land reclamation through backfilling of the pit and a comprehensive restoration plan;
                                         and



 


		•	all-electric
                                         fleet – a world’s first for an open-pit mine – powered by Québec’s
                                         clean, abundant, and affordable hydroelectricity.



 


Proactive
management of environmental liability


 


Through
its demonstration operations, the Corporation has already validated its process for desulphurisation of tailings and completed
the construction of a co-disposal experimental cell through a collaborative partnership with the Université du Québec
en Abitibi-Témiscamingue.


 


Over
the life of the mine, the Corporation intends to implement this system through a co-disposal pile and backfilling of the pit as
of year 6, thereby promoting the restoration of the natural ecosystem while reducing environmental risks. To ensure long-term
sustainability, the co-disposal storage facility will also include a capillary barrier effect multi-layer cover to block oxygen
and vegetate the site.









     


    


    

SNC-Lavalin,
Lamont Expert-Conseil, Minesite Drainage Assessment Group and the National Research Council of Canada (“NRC”)
have conducted modeling analyses of the Corporation’s co-disposal design to study critical design parameters on sulfide
oxidation reaction rates and optimise configurations of the pit backfill and co-disposal pile.


 


Recently,
the Corporation has expanded the mandate of NRC to simulate additional site-specific pile design parameters, such as compaction
level, using the Corporation’s demonstration plant tailings and test cell results. NRC will expand the model developed in
earlier phases and provide the Corporation with a strong tool to optimise tailings deposition plans.


 


Land
reclamation starts today


 


The
Corporation is committed to reaching, and even exceeding, the original biodiversity threshold while ensuring the community’s
safety and protection of water and natural resources. The Corporation has tasked Viridis Terra, a landscape restoration expert,
with the preparation of an ecological and climato-edaphic study to refine reclamation parameters, and the assessment of the optimal
mix for seeding from the valuation of deforestation by-products. Hence, initiatives as early as 2021 will be launched to conduct
field test beds for the study and optimisation of vegetation establishment, test flora species’ natural ability to capture
metals, re-sequester carbon following deforestation activities, and enhance wetlands and phytoremediation as complementary passive
natural treatment systems. Such efforts would help select species that promote the rapid return of a resilient and sustainable
native ecosystem, limit wind and water erosion, enhance biodiversity, protect the co-disposal progressive cover and reduce environmental
liabilities.


 


In
collaboration with research centres, tests could be carried out in laboratories, greenhouses and in situ.


 


Catalyst
for socio-economic growth


 


In
keeping with its responsible approach, the Corporation has launched many initiatives since the deposit discovery to align the
Matawinie project with the realities, concerns, and values of the local community. In addition to the creation of jobs and business
opportunities, the Corporation has signed a collaboration and benefit-sharing agreement with the municipality of Saint-Michel-des-Saints
to set out a concrete social, economic and environmental development partnership through financial and participatory mechanisms.


 


The
Corporation has also led the implementation of a professional training program in collaboration with the regional school board
and two forest product companies. This paid on-the-job education program, with guaranteed employment upon graduation, is a winning
formula for developing a skilled, local workforce. Launched in June 2020, the program begins training its third cohort in February
2021.



     


    


    







		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
18, 2021