NOUVEAU MONDE GRAPHITE INC.
23.10%
39,682,538
1649752
66979W842
Dec 15, 2024
Dec 23, 2024, 05:45 PM
Reporting Persons (2)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Canada Growth Fund Inc. | CO | 23.10% | 39,682,538 | 0 | 39,682,538 |
| Canada Growth Fund Investment Management Inc. | CO | 23.10% | 39,682,538 | 0 | 39,682,538 |
Disclosure Items (7)
Common shares
NOUVEAU MONDE GRAPHITE INC.
6 CHEMIN DES BOULEAUX, L'ANGE-GARDIEN, A8, J8L 0G2
This Schedule 13D is being filed for and on behalf of Canada Growth Fund Inc. (CGF) and Canada Growth Fund Investment Management Inc. (CGFIM) (collectively, the Reporting Persons). CGF is an independent impact investment fund operating at arms length from the Government of Canada that was established to support the growth of a clean economy for Canada. CGF is a Canadian Crown corporation and a wholly-owned subsidiary of Canada Development Investment Corporation (CDEV). CDEV is, in turn, wholly-owned by His Majesty in Right of Canada (the Government of Canada) and is the entity with primary responsibility for acquiring, holding and managing critical government investments and assets. CDEV incorporated CGF under the Canada Business Corporations Act on December 13, 2022. CGFIM is the discretionary exclusive investment manager for CGF and is a wholly-owned subsidiary of Public Sector Pension Investment Board (PSP Investments), a Canadian pension investor that was established under the Public Sector Pension Investment Board Act (Canada) (the PSP Act). The PSP Act was amended in 2023 for the specific purpose of authorizing PSP Investments to create CGFIM to manage CGF. CGFIM manages CGF in accordance with the terms of an investment management agreement among, inter alios, CGF and CGFIM on an independent and arms length basis from both the Government of Canada and PSP Investments. CGFIM is filing this 13D since it may be deemed to beneficially own the Common Shares as discretionary exclusive investment manager for CGF. In accordance with Rule 13d-4 under the Securities Act of 1934, as amended, CGFIM declares that this 13D should not be construed as an admission that they are the beneficial owners of the Common Shares, and CGFIM expressly disclaims beneficial ownership of the Common Shares. In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the executive officers and directors of the Reporting Persons as required by Item 2 of Schedule 13D is listed on Exhibit 6 hereto and is incorporated by reference herein.
c/o Canada Growth Fund Investment Management Inc., 1250 Rene-Levesque Blvd. West, Suite 1400, Montreal, Quebec, H3 B 5E9 Canada
Not applicable.
The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Canada
The purchase price for the Common Shares is US$25 million in cash, and the source of funds was the working capital of CGF.
The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D, are incorporated herein by reference. Under the definition of beneficial ownership, as set forth in Rule 13d-3 under the Act, the Reporting Persons may be deemed to have the power to vote, direct the vote, dispose of or direct the disposition of (and therefore beneficially own), the 39,682,538 Purchased Shares, which represents approximately 23.1% of the outstanding Common Shares. This percentage was calculated on the basis of 152,261,189 Common Shares issued and outstanding as of December 19, 2024, based on information provided by NMG.
The response of the Reporting Persons to Item 5(a) hereof is incorporated herein by reference.
Except as set forth in this Schedule 13D, no transactions in the Common Shares were effected during the past sixty days by the Reporting Persons or, to the knowledge of the Reporting Persons, any person named in Exhibit 5.
None.
Not applicable.
The information set forth in Item 4 hereof is incorporated herein by reference. Subscription Agreement: This description is a summary only and is qualified in its entirety by the terms of the Subscription Agreement, which is filed as Exhibit 1 to this Schedule 13D, and is incorporated herein by reference. Registration Rights Agreement: Pursuant to the Registration Rights Agreement, CGF, as a 10% beneficial owner of Common Shares, may cause NMG to register all or a portion of the Registerable Shares (as defined therein). This description is a summary only and is qualified in its entirety by the terms of the Registration Rights Agreement, which is filed as Exhibit 4 to this Schedule 13D, and is incorporated herein by reference. Investor Rights Agreement: Concurrent with the purchase of the Common Shares, CGF and NMG entered into an investor rights agreement (the Investor Rights Agreement). Under the Investor Rights Agreement, CGF is required to lock-up its Common Shares until August 28, 2025. The Investor Rights Agreement also provides among other things, for CGF to be entitled to the following: (a) the right to designate one individual or two individuals to serve on the board of directors of NMG for so long as it owns at least 10% or 20%, respectively, of the issued and outstanding Common Shares; (b) the right to have (i) a non-voting observer (as an alternative to each board nominee) and one non-voting observer (in addition to the board nominee(s)) attend all of NMGs board meetings for as long as it is entitled to designate a board nominee and (ii) a non-voting observer attend all of the NMGs board meetings for so long as it owns 5% or more of the issued and outstanding Common Shares; and (c) certain top up rights if CGFs pro rata interest in Common Shares becomes less than 20%, 10% or 5% as a result of NMG issuing Excluded Securities or Pre-Emptive Right Securities for which CGF has elected not to exercise its Pre-Emptive Right (as such terms are defined in the Investor Rights Agreement); and The foregoing description of the Investor Rights Agreement is qualified in its entirety by reference to the Investor Rights Agreement, a copy of which is filed as Exhibit 2 and is incorporated by reference herein.
Exhibit 1 - Subscription Agreement dated as of December 16, 2024, by and between CGF and NMG. Exhibit 2 - Investor Rights Agreement dated as of December 20, 2024, by and between CGF and NMG. Exhibit 3 - Warrant Certificate dated as of December 20, 2024, by and between CGF and NMG. Exhibit 4 - Registration Rights Agreement dated as of December 20, 2024, by and between CGF and NMG. Exhibit 5 - Directors and Executive Officer Information Required by Item 2 and Item 5. Exhibit 6 - Joint Filing Agreement dated December 20, 2024, by and between the Reporting Persons.