Amendment: SEC Form SCHEDULE 13D/A filed by Nouveau Monde Graphite Inc.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Nouveau Monde Graphite Inc. (Name of Issuer) |
Common shares (Title of Class of Securities) |
66979W842 (CUSIP Number) |
1250 Rene-Levesque Blvd. West, Suite 1400
Montreal, A8, H3B 5E9
514-937-2772
501 Commerce Street, Suite 1500
Nashville, TN, 37203
(615) 780-6700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of This Statement)

SCHEDULE 13D
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| CUSIP Number(s): | 66979W842 |
| 1 |
Name of reporting person
Canada Growth Fund Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
39,682,538.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
22.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP Number(s): | 66979W842 |
| 1 |
Name of reporting person
Canada Growth Fund Investment Management Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
39,682,538.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common shares | |
| (b) | Name of Issuer:
Nouveau Monde Graphite Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
481 rue Brassard, Saint-Michel-des-Saints,
QUEBEC, CANADA
, J0K 3B0. | |
Item 1 Comment:
This Amendment No. 2 to the Schedule 13D (this Amendment No. 2) amends and supplements the Schedule 13D originally filed by the Reporting Persons with the SEC on December 23, 2024 and amended on March 30, 2026 (as amended, the Schedule 13D). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
CGF entered into a subscription agreement (the Subscription Agreement), dated December 16, 2024, with NMG pursuant to which, on December 20, 2024, CGF purchased, on a private placement basis, 19,841,269 Common Shares of NMG and an additional 19,841,269 Common Shares on exercise of the Warrants, for an aggregate of 39,682,538 Common Shares, for an aggregate subscription price of US$25,000,000 (collectively, the Purchased Shares). This represents approximately 23.1% of the then-outstanding Common Shares, computed on the basis of 152,261,189 Common Shares issued and outstanding as of December 19, 2024, based on information provided by NMG and as reported in the issuers most recent 40-F and 6-K.
The Purchased Shares and Warrant Shares (as defined in the Subscription Agreement) were acquired by CGF for investment purposes in the ordinary course of its business. The Reporting Persons will evaluate their investment in NMG from time to time and may at any time, based on such evaluation, market conditions and other circumstances, increase or decrease their security holdings in NMG or may change their investment strategy as regards to NMG. The Common Shares are listed on the TSX Venture Exchange and the New York Stock Exchange.
The Reporting Persons intend to monitor and evaluate the investment on an ongoing basis and expect regularly to review and consider alternative ways of maximizing its return on such investment, depending on prevailing market conditions, other investment opportunities, liquidity requirements or other investment considerations the Reporting Persons deem relevant. The Reporting Persons may engage in discussions with management, the board of directors of NMG, other shareholders of NMG and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of NMG only to the extent such discussions do not create a "group" within the meaning of Section 13(d)(3) of the Exchange Act. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements and in compliance with applicable securities laws. The Reporting Persons may from time to time in the future seek to acquire, alone or in conjunction with others, additional Common Shares or other securities issued by NMG through open market purchases, block trades, privately negotiated transactions, tender offer, merger, reorganization or otherwise. The Reporting Persons may also dispose of all or a portion of the securities of NMG, in open market or privately negotiated transactions, and/or enter into derivative transactions with institutional counterparties with respect to the Common Shares, in each case, subject to limitations under applicable law and any other required approvals.
Under the terms of the Investor Rights Agreement, CGF will have certain information and access rights to books and records. CGF has the right to appoint one member of the board and one board observer. CGF has appointed one board observer and intends to nominate one director candidate to stand for election at NMG's 2026 annual general meeting of shareholders. Except as described in this Amendment No. 2, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons, at any time and from time to time, may review, reconsider and change its position and/or change its purpose and/or develop such plans and may seek to influence management or the Board with respect to the business and affairs of NMG and may from time to time consider pursuing or proposing such matters with advisors, NMG or other persons.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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(b)