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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 6-K/A

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of September 2021

Commission File Number: 001-40416

 

Nouveau Monde Graphite Inc.
(Translation of registrant's name into English)

 

481 rue Brassard

Saint-Michel-des-Saints, Quebec

Canada J0K 3B0


(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☐      Form 40-F ☒

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):       

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):       

 

 

 

EXPLANATORY NOTE

 

This Amendment to the Report on Form 6-K for the month of August 2021, filed with the Securities and Exchange Commission on August 12, 2021 (the “Form 6-K”), is being filed solely for the purposes of furnishing the Interactive Data File disclosure as Exhibit 101 in accordance with Rule 405 of Regulation S-T.

 

Other than as expressly set forth above, this Report on Form 6-K/A does not, and does not purport to, amend, update or restate the information in any other item of the Form 6-K, or reflect any events that have occurred after the Form 6-K was originally filed.

 

 

 

DOCUMENT TO BE FILED AS PART OF THIS FORM 6-K/A

 

 

   
99.1 Condensed Consolidated Interim Unaudited Financial Statements for the three and six-month periods ended June 30, 2021 and 2020
   
99.2 Management Discussion & Analysis for the three and six-month periods ended June 30, 2021
   
99.3 Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer - CEO
   
99.4 Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer - CFO

 

101.INS InlineXBRL Instance Document
   
101.SCH InlineXBRL Taxonomy Extension Schema Document
   
101.CAL InlineXBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF InlineXBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB InlineXBRL Taxonomy Extension Label Linkbase Document
   
101.PRE InlineXBRL Taxonomy Extension Presentation Linkbase Document
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

Exhibit 99.1

 

 

 

 

 

FINANCIAL STATEMENTS

 

Condensed consolidated interim unaudited financial statements

 

For the three and six-month periods ended June 30, 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 the condensed consolidated interim financial statements 5
   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 June 30, 2021 As at December 31, 2020
ASSETS      
CURRENT      
Cash 17 86,457  4,520 
Grants and other receivables   2,408  829 
Restricted cash   -  158 
Sales taxes receivable   1,382  736 
Tax credits receivable   3,958  3,958 
Prepaid expenses   1,243  215 
Total current assets   95,448  10,416 
       
NON-CURRENT      
Tax credits receivable   4,071  3,802 
Property, plant and equipment assets 5 16,437  4,207 
Intangible assets   675  920 
Right-of-use assets 6 2,450  1,067 
Restricted cash and deposits   2,385  744 
Total non-current assets   26,018  10,740 
Total assets   121,466  21,156 
       
LIABILITIES      
CURRENT      
Accounts payables and accrued liabilities   13,011  6,988 
Deferred grants   -  1,511 
Current portion of lease liabilities 7 380  295 
Borrowings 8 200  1,793 
Total current liabilities   13,591  10,587 
       
NON-CURRENT      
Asset retirement obligation 9 851  621 
Borrowings 8 1,862  - 
Lease liabilities 7 2,108  781 
Convertible bond   14,619  14,505 
Total non-current liabilities   19,440  15,907 
Total liabilities   33,031  26,494 
       
EQUITY (DEFICIENCY)      
Share capital 10.1 169,408  60,537 
Contributed surplus   15,985  10,761 
Equity component of convertible bond   364  364 
Deficit   (97,322) (77,000)
Total equity (deficiency)   88,435  (5,338)
Total liabilities and equity (deficiency)   121,466  21,156 
Commitments 18    
Subsequent Events 19    

 

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.

 

 

1

 

 

 

NOUVEAU MONDE GRAPHITE INC.
  Consolidated statements of loss and comprehensive loss
  (Amounts expressed in thousands of Canadian dollars - unaudited)
   

 

Consolidated statements of loss and comprehensive loss

 

           
    For the three-month periods ended For the six-month periods ended

 

 

Notes

 

June 30, 2021
$

June 30, 2020

$

June 30, 2021

$

June 30, 2020

$

EXPENSES          
Exploration and evaluation expenses 11 2,499  2,033  5,007 5,130
LiB1 Anode Plant project expenses 12 908  692  1,191 1,244
General and administrative expenses 13 9,370  1,137  13,382 2,630
Other revenues   (56) -  (56) -
Operating loss   12,721  3,862  19,524 9,004
Net financial costs 14 157  145  798 244
Net loss and comprehensive loss   12,878  4,007  20,322 9,248
Basic and diluted loss per share 10.1 0.34  0.15  0.57 0.35
Weighted average number of shares outstanding   37,709,064  26,181,781  35,757,150 26,180,022

 

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

 

 

 

 

 

 

 

___________________________________

 

1 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

 

               
  Notes Number

Share

capital
$

Contributed

surplus
$

Equity component of convertible bond
$

 

Deficit

$

Total equity (deficiency)
$
Balance as at January 1, 2021   27,299,332 60,537  10,761  364  (77,000) (5,338)
Shares issued from placements 10.1 9,501,227 95,939  -  -  -  95,939 
Warrants exercised   7,821,700 17,825  (198) -  -  17,627 
Options exercised 10.2 331,251 1,476  (517) -  -  959 
Shares issued for interest payment   76,635 797  -  -  -  797 
Share-based compensation 10.2 - -  5,939  -  -  5,939 
Share issue costs   - (7,166) -  -  -  (7,166)
Net loss and comprehensive loss   - -  -  -  (20,322) (20,322)
Balance as at June 30, 2021   45,030,145 169,408  15,985  364  (97,322) 88,435 

 

  Notes Number

Share

capital
$

Contributed

surplus
$

 Deficit
$

Total

equity
$

Balance at January 1, 2020   26,178,281 56,184 9,592  (59,022) 6,754 
Share-based compensation   - - 127  -  127 
Options exercised   15,000 46 (19) -  27 
Warrants expired   - - -  -  - 
Net loss and comprehensive loss   - - -  (9,248) (9,248)
Balance at June 30, 2020   26,193,281 56,230 9,700  (68,270) (2,340)

 

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

 

 

 

 

 

3

 

 

NOUVEAU MONDE GRAPHITE INC.
  Consolidated statements of cash flow
  (Amounts expressed in thousands of Canadian dollars, except per share amounts - unaudited)
   

 

Consolidated statements of cash flows

 

       
    For the six-month periods ended

 

 

Notes

June 30, 2021
$

June 30, 2020

$

OPERATING ACTIVITIES      
Net loss   (20,322) (9,248)
Depreciation and amortization 5 558  600 
Unrealized foreign exchange gain   (566) - 
Loss on disposal of investment   -  6 
Share-based compensation 10.2 5,939  345 
Financial costs   1,303  163 
Net change in working capital 15 (697) 2,389 
Cash flows used in operating activities   (13,785) (5,745)
       
INVESTING ACTIVITIES      
Additions to property, plant, and equipment assets 5 & 15 (11,752) (348)
Restricted cash and deposits   (1,483) (269)
Tax credits and grants received   1,468  - 
Cash flows used in investing activities   (11,767) (617)
       
FINANCING ACTIVITIES      
Proceeds from the issuance of placements   95,939  - 
Proceeds from debt, net of issue costs   1,025  3,575 
Repayment of borrowings and lease liabilities 7 & 8 (2,108) (256)
Proceeds from the exercise of warrants   17,627  - 
Proceeds from the exercise of stock options 10.2 959  27 
Share issue costs   (6,528) - 
Cash flows from financing activities   106,914  3,346 
       
Effect of exchange rate changes on cash   575  - 
       
Net change in cash   81,937  (3,016)
Cash at the beginning of the period   4,520  4,077 
Cash at the end of the period   86,457  1,061 
Additional information 15    

 

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

 

 

 

4

 

 

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

 

Notes to the 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 NMG on the New York Stock Exchange (“NYSE”), NOU on the TSX Venture Exchange, and NM9A on the Frankfurt Stock Exchange. The Company’s registered office is located at 481 Brassard Street, Saint-Michel-des-Saints, Québec, Canada, J0K 3B0.

 

As at June 30, 2021, the difference between the Company’s current assets and currents liabilities was $81,857, the Company had an accumulated deficit of $97,322, and had incurred a loss of $20,322 for the six-month period then ended. Current assets included current tax credits receivable of $3,958 and cash of $86,457.

 

With the financing completed in the first half of 2021, 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 and six-month periods ended June 30, 2021 were approved and authorized for publication by the Board of Directors on August 12, 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 the 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 Governmental authorisation (“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 entered the development phase during the second quarter of 2021.

 

4. SIGNIFICANT ACCOUNTING POLICIES

 

Matawinie Mine project

 

Management has established that during the second quarter of 2021, the Matawinie mine project has now reached the development phase. Accordingly, all expenditures related to the development of the mine are capitalized under Miner under construction within Property, plant and equipment (see note 5). Capitalized expenditures will be carried at cost until the Matawinie project is placed into commercial production, sold, abandoned, or determined by management to be impaired in value. The equipment, building and the mine site are not yet in use as at June 30, 2021, therefore, the depreciation will begin when the assets are ready for their intended use.

 

The costs related to the operation of the Matawinie Demonstration Plant will continue to be expensed as incurred under exploration and evaluation expenses, unless the expenditures meet the recognition criterias set in IAS 16 property, plant and equipment or IAS 38 Intangible asset.

 

LiB Anode Plant project

 

Costs incurred in the construction and development of the Company’s LiB Anode Plant project are capitalized under LiB Anode Plant within Property, plant and equipment (See note 5). Capitalized expenditures will be carried at cost until the LiB Anode Plant project is placed into commercial production, sold, abandoned, or determined by management to be impaired in value. The equipment and building are not yet in use as at June 30, 2021, therefore, the depreciation will begin when the assets are ready for their intended use.

 

The costs related to the operation of the LiB Anode Demonstration Plant will continue to be expensed as incurred under LiB Anode Plant project expenses, unless the expenditures meet the recognition criterias set in IAS 16 property, plant and equipment or IAS 38 Intangible asset.

 

 

 

 

6

 

 

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

 

5. PROPERTY, PLANT AND EQUIPMENT

 

                 
            For the six-month period ended June 30, 2021

 

Land

$

Buildings

$

Equipment

$

Computers

$

Furniture

$

Rolling stock

$

Mine under construction

$

LiB Anode Demonstration Plant under construction
$

Total

$

COST                  
As at January 1, 2021 507 2,642 - 56 70 24 - 1,206 4,505
Additions 1,878 114 163 34 - - 2,300 7,820 12,309
As at June 30, 2021 2,385 2,756 163 90 70 24 2,300 9,026 16,814
ACCUMULATED DEPRECIATION                  
As at January 1, 2021 - 219 - 39 32 8 - - 298
Depreciation - 53 8 9 7 2 - - 79
As at June 30, 2021 - 272 8 48 39 10 - - 377
Net book value as at June 30, 2021 2,385 2,484 155 42 31 14 2,300 9,026 16,437

 

 

          For the year ended December 31, 2020

 

Land

$

Buildings

$

Equipment

$

Computers

$

Furniture

$

Rolling stock

$

LiB Anode Demonstration Plant under construction
$

Total

$

COST                
As at January 1, 2020 467  2,430  63  47  70  9  -  3,086 
Additions 40  212  -  9  -  15  1,206  1,482 
Write-Off/Disposals -  -  (63) -  -  -  -  (63)
As at December 31, 2020 507  2,642  -  56  70  24  1,206  4,505 
ACCUMULATED DEPRECIATION                
As at January 1, 2020 -  118  59  14  19  4  -  214 
Depreciation -  101  2  25  13  4  -  145 
Write-Off/Disposals -  -  (61) -  -  -  -  (61)
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 Lib Anode Plant under construction presented net of grants received of $1,830 and $3,578 for the three and six-month periods ended June 30, 2021, respectively (three and six-month periods ended June 30, 2020: $72 and $153).

 

7

 

 

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

 

 

6. RIGHT-OF-USE ASSETS

 

       
    For the six-month period ended June 30, 2021
  Buildings
$
Equipment
$
Rolling stocks
$
Total
$
COST        
As at January 1, 2021 1,297  339  273  1,909 
New leases 1,617  -  -  1,617 
End of leases (253) (312) (109) (674)
As at June 30, 2021 2,661  27  164  2,852 
ACCUMULATED DEPRECIATION        
As at January 1, 2021 386  321  135  842 
Depreciation 208  3  23  234 
End of leases (253) (312) (109) (674)
As at June 30, 2021 341  12  49  402 
Net book value as at June 30, 2021 2,320  15  115  2,450 

 

    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

 

Depreciation of right-of-use assets included in the exploration and evaluation expenses for the period are $54 and $107 for the three and six-month periods ended June 30, 2021, respectively (three and six-month periods ended June 30, 2020: $93 and $186). Depreciation of right-of-use assets included in the LiB Anode Plant project are $40 and $81 (three and six-month periods ended June 30, 2020: nil).

 

7. LEASE LIABILITIES

 

   
 

For the six-month period ended

June 30, 2021

$

For the year ended

December 31, 2020

$

Opening balance  1,076  609
New liabilities and modifications of leases  1,617  955
Principal repayment  (205) (488)
Ending balance  2,488  1,076
Current portion  380 295
Non-current portion 2,108 781

 

 

8

 

 

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

 

8. BORROWINGS

   
 

For the six-month period ended

June 30, 2021

For the year ended

 December 31, 2020
$

Opening balance  1,793  4,502
New borrowing  2,162  3,803
Repayments (1,902) (2,419)
Issue costs - (21)
Accretion of issue costs 9  25
Interest capitalized -  209
Debts settled in exchange of Royalty - (4,306)
Ending balance 2,062  1,793
Current portion 200  1,793
Non-current portion 1,862 -

 

During the three and six-month periods ended June 30, 2021, the Company has paid interests to its lenders for a total of $33 and $60, respectively (three and six-month periods ended June 30, 2020: $36 and $72).

 

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 principal, in whole or in part, at any time without penalty.

 

During March 2021, the Company received $1,350 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 value was recognized as a grant of $325.

 

On June 30, 2021, the Company fully reimbursed its loan of $1,802 with Investissement Québec, a related party.

 

9. ASSET RETIREMENT OBLIGATION

 

   
 

For the six-month period ended

 June 30, 2021

$

For the year ended

 December 31, 2020
$

Opening balance 621 621
New obligations 230 -
Ending balance 851 621

 

The asset retirement obligation that arose during the three-month period ended June 30, 2021 represents the present value of the estimated amount of undiscounted cash flows required to satisfy the asset retirement obligation in respect of the Matawinie Mine. The estimation was made using a percentage of completion of the total budgeted cost of rehabilitation. The Company has determined the fair value of its rehabilitation obligation by using a discount rate of 3.72%, assuming reclamation work would be completed in 28 years. The liabilities accrete to their future value until the obligations are due. The estimated rehabilitation obligation will increase as the construction of the Matawinie Mine progresses.

 

 

9

 

 

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

 

10. EQUITY

10.1 SHARE CAPITAL

 

Authorized share capital

 

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

 

   
 

For the six-month period ended

 June 30, 2021

$

For the year ended

 December 31, 2020
$

Shares issued at the start of the period 27,299,332 26,178,281
Shares issued from placements 9,501,227 -
Exercise of warrants 7,821,700 872,291
Exercise of options 331,251 145,000
Shares issued for interest payment 76,635 -
Share based compensation - 103,760
Shares issued at the end of period 45,030,145 27,299,332

 

On January 20, 2021, the Company concluded an underwritten public offering agreement for 1,034,500 common shares, at a price of $14.50 per share for gross proceeds of $15M. The buyers exercised their option to purchase and additional 155,175 common shares representing 15% of the number of common shares issued. The total gross proceeds obtained from this public offering agreement sum up to $17.25M.

 

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

 

On June 23, 2021, the Company concluded an underwritten public offering agreement for 7,000,000 common shares, at a price of $9.22 (US$7.50) per share for gross proceeds of $64.5M (US$52.5M). The buyers exercised their option to purchase an additional 915,000 common shares representing 13.1% of the number of common shares issued. The total gross proceeds obtained from this public offering agreement sum up to $72.9M (US$59.4M). Of this amount, Pallinghurst purchased 66,666 common shares.

 

10.2SHARE-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.

 

10

 

 

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

 

EQUITY (continued)

10.2SHARE-BASED PAYMENTS (continued)

 

The Company’s share options are as follows:

 

       
 

For the six-month period ended

June 30, 2021

For the year ended

December 31, 2020

 

 

 

Number

Weighted average

exercise price

$

Number

 

Weighted average

exercise price

$

Opening balance 2,400,000  3.20   1,582,500  2.80
Granted 705,000  16.28   1,192,500  3.64
Exercised (331,251) 2.90   (145,000)  3.05
Expired -  -   (230,000)  2.66
Ending balance 2,773,749  6.56  2,400,000  3.20
Options that can be exercised 2,260,000  6.88  2,000,000  3.37

 

During the six-month period ended June 30, 2021 the weighted average share price at the date of exercise was $19.04.

 

The weighted average fair value of the share options granted in the first half of 2021 were estimated using the Black-Scholes option pricing model based on the following average assumptions:

 

●         Stock price when granted: $14.63

●         Expected life: 5 years

●         Expected volatility: 68%

●         Risk-free rate: 0.80%

●         Expected dividend: nil

 

11. EXPLORATION AND EVALUATION EXPENSES

 

              
  For the three-month periods ended   For the six-month periods ended  
 

June 30, 2021

$

  

June 30, 2020

$

  

June 30, 2021

$

  

June 30, 2020

$

 
Wages and benefits 805   265   1,589   989 
Share-based compensation 204   168   204   191 
Engineering 632   1,098   1,802   2,220 
Professional fees 95   118   127   332 
Materials, consumables, and supplies 416   284   479   642 
Subcontracting 248   209   641   774 
Geology and drilling 72   80   114   194 
Utilities 81   80   172   234 
Depreciation and amortization 54   93   107   185 
Other 32   39   76   167 
Grants (36)  -   (36)  - 
Tax credits (104)  (401)  (268)  (798)
Exploration and evaluation expenses 2,499   2,033   5,007   5,130 

 

The exploration and evaluation expenses relate to the Matawinie Mine in Quebec. The wages and benefits are net of the grants received as part of the Canada Emergency Wage Subsidy program of $305 and $473 for the three and six-month periods ended June 30, 2021, respectively (three and six-month periods ended June 30, 2020: $173 and $173).

 

 

11

 

 

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

 

12. LiB ANODE PLANT PROJECT EXPENSES

 

       
  For the three-month periods ended For the six-month periods ended
  June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
  $ $ $ $
Wages and benefits  185 105  312 298
Engineering  492 574  558 1,319
Professional fees  332 110  422 196
Materials, consumables, and supplies  125 1  301 7
Subcontracting  49 71  89 234
Depreciation and amortization  44 -  85 -
Other  13 47  16 59
Grants  (332) (216)  (592) (869)
LiB Anode Plant project expenses  908 692  1,191 1,244

 

The wages and benefits are net of the grants received as part of the Canada Emergency Wage Subsidy program of $58 and $81 for the three and six-month periods ended June 30, 2021, respectively (three and six-month periods ended June 30, 2020: $47 and $47).

 

13. GENERAL AND ADMINISTRATIVE EXPENSES

 

       
  For the three-month periods ended For the six-month periods ended
  June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
  $ $ $ $
Wages and benefits  933 287  2,193 849
Share-based compensation  5,250 115  5,735 153
Professional fees  1,072 198  2,204 499
Consulting fees  155 27  435 75
Travelling, representation and convention  79 49  205 176
Office and administration  1,227 189  1,468 366
Stock exchange, authorities, and communication  477 38 760 39
Depreciation and amortization  168 207  365 414
Other financial fees  9 27  17 59
General and administrative expenses  9,370 1,137  13,382 2,630

 

 

12

 

 

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

 

14. NET FINANCIAL COSTS

 

       
  For the three-month periods ended For the six-month periods ended
  June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
  $ $ $ $
Unrealized foreign exchange loss (gain) (511) -  (521) 8 
Interest income (53) (3) (97) (23)
Interest expense on lease liabilities 28  7  58  16 
Accretion and interest on borrowings and bond 689  139  1,349  237 
Accretion of issue costs 4  -  9  - 
Loss on disposal of investment -  2  -  6 
Net financial costs 157  145  798  244 

 

15. ADDITIONAL CASH FLOW INFORMATION

 

   
  For the six-month periods ended
  June 30, 2021 June 30, 2020
  $ $
Grants receivable 531 143
Deferred grants (1,511) 1,607
Mining tax credits (269) (798)
Sales taxes receivable (646) 48
Prepaid expenses (1,028) 230
Accounts payable and accrued liabilities 2,226 1,159
Total net change in working capital (697) 2,389
     
Items not affecting cash    
Property and equipment included in accounts payable and accrued liabilities. 2,767 177
Share issue costs included in accounts payables and accrued liabilities 638 -
Shares issued for interest payment 797 -

 

16. RELATED PARTY TRANSACTIONS

 

During the three and six-month periods ended June 30, 2021, share-based compensation expenses for directors and officers totalled $5.1M and $5.5M (three and six-month periods ended June 30, 2020: 0 nil).

 

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.

 

Pallinghurst purchased 237,932 common shares as part of the financing closed on January 20,2021, 79,311 common shares as part of the financing closed on February 12,2021 and 66,666 common shares as part of the financing closed on June 23, 2021 (see note 10.1).

 

Investissement Québec, acting as mandatory for the Government of Quebec, purchased 317,241 common shares as part of the financing closed on February 12, 2021.

 

During the three and six-month periods ended June 30, 2021, the Company had accrued interests payable to Pallinghurst of $593 and $1,158 (three and six-month periods ended June 30, 2020: nil).

 


13

 

 

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

 

17. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

 

Fair value

 

Certain of the Company's accounting policies and disclosures require the determination of fair value. Fair value represents the amount at which a financial instrument could be exchanged between willing parties, based on current markets for instruments with the same risk, principal, and remaining maturity. Fair value estimates are based on quoted market values and other valuation methods. Fair values have been determined for measurement and/or disclosure purposes based on the fair value hierarchy contained in the Company’s financial instrument accounting policy. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

 

For all financial assets and liabilities, their net carrying amount is a reasonable approximation of fair value given their relatively short maturities.

 

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 June 30, 2021, all of the Company’s short-term liabilities totalled $13,591 ($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 and second 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 June 30, 2021
 

Carrying

amount

Contractual

cash flows

Remainder

of the year

Year

2022

Year

2023

2024 and

Onward

Account payables and accrued liabilities 13,011 13,011 13,011 - - -
Lease liabilities 2,488 2,995 261 434 415 1,885
Borrowings 2,062 2,079 98 208 225 1,548
Convertible bond 14,619 20,250 1,268 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.

 

 

14

 

 

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

 

17. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

Currency risk

 

Given that most of the Company’s expenditures are in Canadian dollars, the currency risk exposure is limited by maintaining most of 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.

 

The balances of cash in currencies are as follows as at June 30, 2021 and December 31, 2020.

 

   
 

As at June 30, 2021

$

As at December 31, 2020

$

Cash in US dollar 18,636 -
Canadian dollar equivalents 23,097 -

 

18. COMMITMENTS

 

In the normal course of business, the Company enters into contracts that give rise to commitments. As at June 30, 2021, the Company had issued $12,118 of purchase orders for the acquisition of PPE and $3,638 in relation to the operations.

 

19. SUBSEQUENT EVENTS

 

On July 21, 2021, the Company nominated SD Capital Advisory Limited (“SDCA”) and GKB Ventures Limited (“GKB”) as joint financial advisors to assist it with the structuring and arranging of project financing, with a focus on Export Credit Agencies (“ECA”), for the development of the Company’s flagship Matawinie Graphite Mining project in Québec, Canada.

 

On July 23, 2021, the Company closed a private placement equity financing with Investissement Québec, acting as mandatory for the government of Québec, and issued a total of 1,978,750 common shares at a price of $9.25 per share for proceeds to the Company of $18.3M. This financing complemented the underwritten public offering agreement closed on June 23, 2021 (see note 10).

 

 

 

 

 

15

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

        Nouveau Monde Graphite Inc.    
    (Registrant)
     
     
Date: September 7, 2021       /s/ David Torralbo    
    David Torralbo
    Chief Legal Officer and Corporate Secretary