Nouveau Monde Graphite Inc. — Proxy Solicitation & Information Statement 2020

Jul 28, 2020

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Appointee

I/We, being holder(s) of common shares of Nouveau Monde Graphite Inc. (the “Corporation”), hereby appoint: Mr. Éric Desaulniers, President and Chief Executive Officer of the Corporation, or, failing him, Mr. Charles-OIivier Tarte, Chief Financial Officer of the Corporation, or

___________ To attend the meeting or to appoint someone to attend on your behalf, print that name here

………………………

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the direction below (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the Annual General and Special Meeting of Shareholders of the Corporation (the “Meeting”) to be held at 995, Wellington Street, Suite 240, Montréal, Québec, H3C 1V3, on Thursday, August 27, 2020 at 10:00 a.m. (Eastern Time), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution.

.CARY, NC 27512-9903

Management recommends voting FOR the following Resolutions. Please use a dark black pencil or pen.

1. Election of Directors FOR WITHHOLD 1 . Eric Desaulniers 2.Yannick Beaulieu 3. Daniel Buron 4. Arne Frandsen 5. Nathalie Jodoin 6. Marc Prud’homme 7. Pierre Renaud 8. Christopher Shepherd FOR WITHHOLD

2. Appointment of External Auditor Appointment of PricewaterhouseCoopers LLP as external auditor and authorization given to the directors to set its compensation.

3. Renewal and Confirmation of the Corporation’s Stock FOR AGAINST Option Plan

FOR AGAINST

4. New Control Person

Approval of the creation of a new control person of the Corporation, being Pallinghurst Graphite Limited ("Pallinghurst"). The full text of the resolution is reproduced in the accompanying management proxy circular (the "Circular").

FOR AGAINST

5. Bond Transaction

Approval of the issuance by the Corporation to Pallinghurst of a secured convertible bond in the principal amount of $15.0 million. The full text of the resolution is reproduced in the Circular.

FOR AGAINST

6. Royalty Transaction

Approval of the sale by the Corporation to Pallinghurst a 3.0% net smelter return royalty on the Matawinie graphite mining project. The full text of the resolution is reproduced in the Circular.

The closing of the Bond Transaction is conditional upon the closing of the Royalty Transaction, and the closing of the Royalty Transaction is conditional upon the closing of the Bond Transaction. Therefore, in the event that the Shareholders do not approve each of the creation of a New Control Person, the Bond Transaction and the Royalty Transaction, neither of the Bond Transaction or the Royalty Transaction will proceed.

Under Canadian securities laws, you are entitled to receive certain financial documents. If you wish to receive such material, please check the applicable boxes below. You may also go to the AST Trust Company website https://ca.astfinancial.com/financialstatements and input code 7528a.

• I would like to receive a paper copy of the Interim Financial Reports and related Management’s Discussion and Analysis.

• I would like to receive a paper copy of the Annual Financial Statements and related Management’s Discussion and Analysis.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any instructions previously given with respect to the Meeting. If no voting instructions are indicated above, this Voting Instruction Form (“FIV”) will be voted FOR a matter by Management’s appointees or, if you appoint another person, as such other person sees fit. On any amendments or variations proposed or any new business submitted properly before the Meeting, I/We authorize you to vote as you see fit.

Signature(s) Date

Please sign exactly as your name(s) appear on this VIF. Please see reverse for additional instructions. All VIFs must be received by August 25, 2020 at 10:00 a.m. (Eastern Time).

Voting Instruction Form (“VIF”) – Annual General and Special Meeting of Shareholders of Nouveau Monde Graphite Inc. to be held on August 27, 2020 (the “Meeting”)

How to Vote

Notes

1. We are sending to you the enclosed proxy-related materials that relate to a Meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the Meeting and vote in person, your securities can be voted only by Management, as proxy holder of the registered holder, in accordance with your instructions.

2. We are prohibited from voting these securities on any of the matters to be acted upon at the Meeting without your specific voting instructions. In order for these securities to be voted at the Meeting, it will be necessary for us to have your specific voting instructions . Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.

3. In light of the ongoing public health concerns related to the COVID-19 pandemic, the Corporation is urging shareholders not to attend the Meeting in person. If you want to attend the Meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the Meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the Meeting and vote on all matters that are presented at the Meeting, even if those matters are not set out in this form or the Management Proxy Circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.

4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.

5. If this VIF is not dated, it will be deemed to bear the date on which it is mailed by Management to you.

6. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the Meeting.

7. This VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of Meeting or other matters as may properly come before the Meeting or any adjournment thereof.

8. Your voting instructions will be recorded on receipt of the VIF.

9. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

TELEPHONE

• INTERNET TELEPHONE

• • Go to www.astvotemyproxy.com Use any touch-tone phone, call toll + Cast your vote online free in Canada and United States + View Meeting documents 1-888-489-7352 and follow the voice instructions

To vote by Internet or telephone you will need your control number. If you vote by Internet or telephone, do not return this VIF.

MAIL, FAX OR EMAIL

• • Complete and return your signed VIF in the envelope provided or send to:

AST Trust Company (Canada) P.O. Box 721 Agincourt, ON M1S 0A1

• • You may alternatively fax your VIF to 416-368-2502 or toll free in Canada and the United States to 1-866-781-3111 or scan and email to proxyvote@astfinancial.com.

All VIFs must be received by August 25, 2020 at 10:00 a.m. (Eastern Time).

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1. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.

2. This VIF should be read in conjunction with the Management Proxy Circular and other proxy materials pertaining to the Meeting provided by Management.